TIDMBELL
RNS Number : 3468L
Belluscura PLC
12 May 2022
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL (OR TO
ANY PERSONS IN ANY OF THOSE JURISDICTIONS). PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BELLUSCURA PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
BELLUSCURA PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK version of the Market Abuse Regulation (EU)
No.596/2014, which forms part of UK law by virtue of 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 WITHIN THIS ANNOUNCEMENT, WITH THE RESULT
THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, ANY PERSONS WHO RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Belluscura plc
("Belluscura", the "Company" or the "Group")
Proposed placing by way of an accelerated bookbuild to raise
GBP5.0 million
Belluscura plc (AIM: BELL), a leading medical device developer
focused on lightweight and portable oxygen enrichment technology,
today announces its intention to issue new ordinary shares of 1
penny each (the "Placing Shares") to raise in aggregate gross
proceeds of GBP5 million (approximately GBP4.7 million net of
placing related expenses) (the "Placing").
Dowgate Capital Limited ("Dowgate") is acting as sole placing
agent, bookrunner and broker in connection with the Placing a nd
SPARK Advisory Partners Limited ("SPARK") is acting as the
Company's nominated adviser.
Highlights
-- The net proceeds of the Placing receivable by the Company
will be used principally to fund the purchase of raw material
inventory and manufacturing non-recurring engineering costs in
connection with the recently announced global manufacturing
agreement with InnoMax Medical Technology Limited to manufacture
the X-PLO (2) R (R) portable oxygen concentrator family of products
in Shenzhen, China
-- The Placing is being conducted by way of an accelerated
bookbuild which will commence immediately following this
Announcement (the "Bookbuild")
-- The Issue Price will be determined through the Bookbuild
-- Admission of the Placing Shares to trading on AIM is expected
to occur in two tranches with admission of the EIS/VCT Placing
Shares taking place on or around 18 May 2022 ("First Admission")
and admission of the General Placing Shares taking placing on or
around 19 May 2022 ("Second Admission")
-- The final number of Placing Shares to be placed will be
determined by Dowgate, in consultation with the Company, at the
close of the Bookbuild and the result will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuild,
and the allocation of the Placing Shares thereunder, will be
determined by Dowgate in consultation with the Company
-- The Placing is not being underwritten (in whole or in part)
by Dowgate, SPARK or any other person
-- Appendix I to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing. The capitalised terms not otherwise defined in the text of
this Announcement are defined in Appendix II to this
Announcement
Further details of the Placing (in particular, the final number
of Placing Shares) will be set out in an announcement to be made on
the closing of the Bookbuild.
Application will be made for the Placing Shares to be admitted
to trading on AIM with First Admission expected to take place at
8.00 a.m. on or around 18 May 2022 and Second Admission expected to
take place at 8.00 a.m. on or around 19 May 2022 (or such later
time and/or date as Dowgate and SPARK may agree with the Company
not being later than 8.00 a.m. on 31 May 2022 and 1 June 2022,
respectively). The Placing is conditional upon, among other things,
the Placing Agreement not being terminated in accordance with its
terms.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in Appendix I 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 the Appendices), 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,
indemnities, acknowledgements, agreements, confirmations and
undertakings contained in Appendix I.
For further information please contact:
Belluscura plc www.belluscura.com
Robert Rauker, Chief Executive Officer via Walbrook PR
Anthony Dyer, Chief Financial Officer
SPARK Advisory Partners Limited (NOMAD) Tel: +44 (0)20 3368 3550
Neil Baldwin
Dowgate Capital Limited (Sole Broker and Sole Bookrunner) Tel: +44 (0)20 3903 7715
James Serjeant / Nicholas Chambers
Walbrook PR Ltd (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or belluscura@walbrookpr.com
Paul McManus / Sam Allen Mob: +44 (0)7980 541 893 / +44 (0)7502 558 258
FURTHER INFORMATION
Reasons for the placing and use of proceeds
On 30 March 2022, the Company announced that it signed a global
manufacturing agreement with InnoMax Medical Technology Limited
("InnoMax") to manufacture the X-PLO (2) R (R) portable oxygen
concentrator family of products in China (the "Master Supply
Agreement" or "MSA") providing the Company with a platform to
expand its distribution channels into Asian and other markets as
well as significantly increase manufacturing capacity. The Board
view entering the MSA with InnoMax as a transformational
opportunity for the Company.
InnoMax is a joint venture between MaxNerva Technology Services
Limited ("MaxNerva Technology") and the National Centre for High
Performance Medical Devices ("NMED") located in Shenzhen, China.
NMED is the first national manufacturing innovation centre in
Shenzhen and is also the only innovation centre to have been
established by the Chinese government in the field of medical
devices. MaxNerva Technology is an affiliate of the world's largest
electronics manufacturer. NMED is the first national manufacturing
innovation centre in Shenzhen, and it is jointly invested in by the
Chinese government and is also the only innovation centre in the
field of high performance medical devices.
Under the MSA, and following the successful completion of the
Placing, the Company and InnoMax intend to execute statements of
work, which will specify the terms and conditions by which InnoMax
will assist the Company in the design, manufacture, assembly,
repair and/or distribution of the X-PLO (2) R (R) portable oxygen
concentrator family of products at InnoMax's production facility in
Shenzhen. The MSA has an initial duration of three years, and
unless either party notifies the other, the MSA automatically
renews annually thereafter.
The net proceeds of the Placing receivable by the Company will
be used principally in connection with the manufacture of the X-PLO
(2) R (R) portable oxygen concentrator family of products and
specifically to fund the:
-- purchase of raw material inventory; and
-- manufacturing non-recurring engineering costs.
Commercialisation and distribution of the X-PLO (2) R (R)
portable oxygen concentrator family of products in Asia are
expected to occur no later than Q1 2023.
Details of the placing and placing agreement
The Company is proposing to raise gross proceeds of
approximately GBP5.0 million through the proposed placing of the
Placing Shares at a price to be determined through the Bookbuild
(the "Issue Price") to certain new and existing investors using the
Company's existing share authorities to issue shares for cash on a
non-pre-emptive basis. The Placing Shares will, once issued, rank
pari passu with the Existing Ordinary Shares.
Pursuant to a placing agreement between the Company, SPARK and
Dowgate dated 12 May 2022 (the "Placing Agreement"), Dowgate has
conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. The Placing
is not being underwritten (in whole or in part) by Dowgate, SPARK
or any other person.
Dowgate's obligations under the Placing Agreement in relation to
the EIS/VCT Placing are conditional on, inter alia:
-- the Company allotting, subject only to First Admission, the
EIS/VCT Placing Shares in accordance with the Placing Agreement;
and
-- First Admission occurring not later than 8.00 a.m. on 18 May
2022, and the Placing Agreement not having been terminated prior
First Admission or such later time and/or date, being no later than
8.00 a.m. on 31 May 2022, as the Company may agree with Dowgate and
SPARK.
Dowgate's obligations under the Placing Agreement in relation to
the General Placing are conditional on, inter alia:
-- the Company allotting, subject only to Second Admission, the
General Placing Shares in accordance with the Placing Agreement;
and
-- Second Admission occurring not later than 8.00 a.m. on 19 May
2022, and the Placing Agreement not having been terminated prior
Second Admission or such later time and/or date, being no later
than 8.00 a.m. on 1 June 2022, as the Company may agree with
Dowgate and SPARK.
The Placing Agreement contains customary warranties given by the
Company to SPARK and Dowgate as to matters in relation to, inter
alia, the accuracy of information in this Announcement and the
Group and its business. In addition, the Company has provided a
customary indemnity to SPARK and Dowgate in respect of liabilities
arising out of or in connection with the Placing.
SPARK and Dowgate are entitled to terminate the Placing
Agreement in certain circumstances at any time before First
Admission or Second Admission, including where any of the
warranties are found not to be true or accurate or were misleading
in any respect, the breach by the Company of any of its obligations
under the Placing Agreement which is material in the context of the
Placing, the occurrence of certain force majeure events or a
material adverse change affecting, among other things, the
business, management, position or prospects (financial, trading or
otherwise) or profits of the Company or the Group.
As part of the Placing, the Company is seeking to raise funds by
the issue of the EIS Placing Shares to investors seeking the
benefit of tax relief under the EIS and the VCT Placing Shares to
investors seeking the benefit of tax relief through VCT.
Although the Directors believe that the EIS Placing Shares
should qualify for EIS Relief and that the issue of VCT Placing
Shares to a VCT should be regarded as a qualifying holding, the
Company has not applied for, nor has it received, Advance Assurance
from HMRC, and consequently the availability of EIS Relief in
relation to the EIS Placing Shares and whether VCT Placing Shares
issued to a VCT are a qualifying holding cannot be guaranteed.
Neither the Directors, the Company, Dowgate, SPARK nor any of their
respective directors or officers, employees, affiliates or advisers
give any warranty or undertaking or other assurance that reliefs
will be available in respect of any investment in the EIS/VCT
Placing Shares, nor do they warrant or undertake or otherwise give
any assurance that the Company conducts, nor will continue to
conduct, its activities in a way that qualifies for and/or
preserves its qualifying status. As the rules governing EIS and VCT
reliefs are complex and interrelated with other legislation, if
shareholders, or other potential investors, are in any doubt as to
their tax position, require more detailed information, or are
subject to tax in a jurisdiction other than the United Kingdom,
they should consult their professional adviser.
In the event the EIS Placing Shares should not qualify for EIS
Relief and that the issue of VCT Placing Shares to a VCT should not
be regarded as a qualifying holding, First Admission will not
occur.
Related party transactions
Certain Directors and other Substantial Shareholders (as defined
in the AIM Rules) have indicated that they intend to participate in
the Placing and to subscribe for Placing Shares at the Issue Price.
The proposed participation by certain Directors and other
Substantial Shareholders, if accepted, would constitute related
party transactions under Rule 13 of the AIM Rules. Further details
of any participation, and the Rule 13 requirements, will be set out
in the results announcement.
David Poutney, a Non-Executive Director of the Company, is
Chairman of, and a major shareholder in, Dowgate Group Limited
("Dowgate Group") and Chief Executive of Dowgate, a wholly owned
subsidiary of Dowgate Group. As set out above, Dowgate is party to
the Placing Agreement, under which Dowgate will receive:
-- a commission amounting to 5% of funds raised under the EIS/VCT Placing; and
-- a commission amounting to 5% of funds raised under the General Placing,
in each case excepting any subscriptions made by Directors.
It is expected thar Dowgate will invoice the Company and receive
payment in relation to the commissions set out above immediately
prior to the relevant Admission.
Entering into the Placing Agreement constitutes a related party
transaction under the AIM Rules for Companies.
As David Poutney is not considered independent for the purposes
of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo,
Adam Reynolds and Richard Piper (the "Independent Directors") have
considered the terms of this related party transaction for the
purposes of AIM Rule 13.
Having consulted with SPARK, the Company's nominated adviser,
the Independent Directors consider that the terms of the Placing
Agreement are fair and reasonable insofar as shareholders are
concerned.
Admission, settlement and first day of dealings
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the Existing Ordinary Shares. The Placing
Shares will not be made available to the public and will not be
offered or sold in any jurisdiction where it would be unlawful to
do so.
Application will be made for the EIS/VCT Placing Shares and the
General Placing Shares to be admitted to trading on AIM and it is
expected that settlement of the EIS/VCT Placing Shares and the
General Placing Shares, subject to, inter alia, Admission will
occur at 8.00 a.m. on or around 18 May 2022 and 8.00 a.m. on or
around 19 May 2022, respectively.
The definitive number of Placing Shares to be issued by the
Company will be set out in an announcement to be made on the
closing of the Bookbuild.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY
WITH ANY GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR
OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE
"RESTRICTED JURISDICTIONS") OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE
TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the Restricted Jurisdictions or any other
jurisdiction in which such release, publication, distribution or
forwarding would be unlawful.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, into or within the United
States, absent registration under the US Securities Act, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States.
Subject to certain exceptions, the Placing Shares may not be
offered or sold in the Restricted Jurisdictions or to, or for the
account or benefit of, any national, resident or citizen of the
Restricted Jurisdictions. No public offering of the Placing Shares
is being made in the United States, the United Kingdom or
elsewhere.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Dowgate, SPARK or any of their respective affiliates, directors,
officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, 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, Dowgate and SPARK
to inform themselves about and to observe any restrictions
contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) if in a member state of the European Economic Area ("EEA"),
persons who are qualified investors within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (together with any implementing
measures in such member states, the "EU Prospectus Regulation")
("Qualified Investors"), (b) if in the United Kingdom, Qualified
Investors within the meaning of Article 2(e) of the UK version of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are persons who (i) have professional experience
in matters relating to investments and are "investment
professionals" within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (ii) are persons falling within Article
49(2)(a) to (d) of the Order, and (c) are persons to whom it may
otherwise lawfully be communicated (each such person in (a), (b)
and (c), a "Relevant Person" and together being referred to as
"Relevant Persons").
No offering document, admission document or prospectus has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing or any Admission
and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published in the United Kingdom or any
equivalent document in any other jurisdiction.
No other person should act on or rely on this Announcement
(including this Appendix) and persons distributing this
Announcement must satisfy themselves that it is lawful to do so. By
accepting the terms of this Announcement, you represent and agree
that you are a Relevant Person. This Announcement must not be acted
on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this Announcement or the
Placing relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results are
forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward-looking statements. These forward-looking
statements, which may use words such as "aim", "anticipate",
"believe", "could", "intend", "estimate", "expect", "may", "plan",
"project" or words or terms of similar meaning or the negative
thereof, are not guarantees of future performance and are subject
to known and unknown risks and uncertainties. There are a number of
factors including, but not limited to, commercial, operational,
economic and financial factors, that could cause actual results,
financial condition, performance or achievements to differ
materially from those expressed or implied by these forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely, such as changes in taxation or fiscal policy, future
market conditions, currency fluctuations, the behaviour of other
market participants, the actions of governments or governmental
regulators, or other risk factors, such as changes in the
political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of this Announcement. Each of the Company, Dowgate
and SPARK expressly disclaims any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Each of Dowgate and SPARK are authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"). Each of
Dowgate and SPARK is acting exclusively for the Company and for no
one else in connection with the Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or any other matter referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.
This Announcement is being 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 or on
behalf of Dowgate or SPARK (apart from the responsibilities or
liabilities that may be imposed by the Financial Services and
Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) or by their respective affiliates or any of
their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness 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 or any
other statement made or purported to be made by or on behalf of
Dowgate or SPARK or any of their respective affiliates or any of
their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor
is expressly disclaimed. No representation or warranty, express or
implied, is made by Dowgate or SPARK or any of their respective
affiliates or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in 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. The information in this
Announcement is subject to change.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation
of the US Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's securities have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
This Announcement is being distributed and communicated to
persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Each of Dowgate and SPARK and their respective affiliates may
have engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of Dowgate and SPARK and their
respective affiliates may provide such services to the Company
and/or its affiliates in the future.
Solely for the purposes of the product governance requirements
contained within: (a) Directive 2014/65/EU on markets in financial
instruments as amended ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive 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 such Placing Shares are: (i) compatible with an end
target market of retail investors 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 "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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Dowgate will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING 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 THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS: WHO HAVE BEEN SELECTED BY DOWGATE AND WHO
ARE (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ANY IMPLEMENTING
MEASURE IN SUCH MEMBER STATES, THE "EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMED) (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.") OF THE ORDER; AND (C) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSON IN (A),
(B) AND (C) A "RELEVANT PERSON" AND TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE
THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY
GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR OTHER
FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE
"RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF SECURITIES IN THE RESTRICTED JURISDICTIONS OR IN
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS NOT AN OFFER OF OR
SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"US SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED BY THIS
ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED
IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS
ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (each such person
whose participation is accepted by Dowgate in accordance with this
Appendix being hereinafter referred to as a "Placee" and together,
as the "Placees"), will be deemed to have read and understood this
Announcement, including this Appendix, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements, and undertakings
contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges to the Company and Dowgate
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. 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,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. 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 Announcement,
including this Appendix, and that any Placing Shares acquired by it
in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in circumstances which may give rise to an offer
of securities to the public other than an offer or resale in a
member state of the EEA to Qualified Investors, or in the United
Kingdom to Relevant Persons or in circumstances in which the prior
consent of Dowgate has been given to each such proposed offer or
resale;
4. it understands that the Placing Shares have not been and will
not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered or sold, directly or
indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States; and
5. it and each person, if any, for whose account or benefit it
is acquiring the Placing Shares is (a) outside the United States
and will be outside the United States at the time the Placing
Shares are acquired by it and (b) acquiring the Placing Shares in
an "offshore transaction" as defined in, and in accordance with,
Rule 903 or Rule 904 of Regulation S.
The Company and Dowgate will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and
agreements. Each Placee hereby agrees with the Company and Dowgate
to be bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be issued. A Placee
shall, without limitation, become so bound if Dowgate confirms to
such Placee its allocation of Placing Shares.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. No action has been taken by the Company or Dowgate that
would permit an offering of such securities or possession or
distribution of this document or any other offering or publicity
material relating to such securities in any jurisdiction where
action for that purpose is required. This Announcement and the
information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Canada, Australia, Japan or the Republic of South Africa or
in any jurisdiction in which such publication or distribution is
unlawful. Persons into whose possession this Announcement may come
are required by the Company to inform themselves about and to
observe any restrictions on transfer of this Announcement. No
public offer of securities of the Company is being made in the
United Kingdom, the United States or elsewhere.
The Placing Shares will not be lodged with or registered by the
Australian Securities and Investments Commission and are not being
offered for subscription or sale and may not be directly or
indirectly offered, sold, taken up, transferred or delivered in or
into Australia or to or for the account or benefit of any person or
corporation in (or with a registered address in) Australia. The
relevant clearances have not been, and will not be obtained from
the Ministry of Finance of Japan and no circular in relation to the
Placing Shares has been or will be lodged with or registered by the
Ministry of Finance of Japan. The Placing Shares may not therefore
be offered, taken up, transferred or sold, directly or indirectly,
in or into Japan, its territories and possessions and any areas
subject to its jurisdiction or to any resident of Japan. The
approval of the South African Exchange Control Authorities has not
been, and will not be, obtained in relation to the Placing Shares.
The Placing Shares may not therefore be offered, taken up,
transferred or sold directly or indirectly in or into South Africa
or to a resident of South Africa. The Placing Shares may not be
offered, taken up, transferred or sold directly or indirectly in or
into Canada or to a resident of Canada.
Any indication in this Announcement of the price at which Shares
have been bought or sold in the past cannot be relied upon as a
guide to future performance. No statement in this Announcement is
intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action. Dowgate is acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice in
relation to the matters described in this Announcement.
Bookbuild
Dowgate will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for
participation by Placees. The book will open with immediate effect.
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.
Members of the public are not entitled to participate.
Dowgate 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.
Details of the Placing
Dowgate has entered into the Placing Agreement with the Company
and SPARK under which Dowgate has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable
endeavours to procure, as agent for the Company, subscribers for
the Placing Shares at the Issue Price.
Certain of the Placing Shares (the "EIS/VCT Placing Shares")
will be offered to VCTs and to those investors seeking to claim EIS
Relief in relation to their investment, subject to the EIS Placing
Shares qualifying for EIS Relief and the issue of the VCT Placing
Shares to a VCT being regarded as a qualifying holding. The
remaining Placing Shares (the "General Placing Shares") will be
offered to those investors who are neither seeking EIS Relief nor
are VCTs.
The Placing Agreement contains customary undertakings and
warranties given by the Company to Dowgate and SPARK including as
to the accuracy of information contained in this Announcement, to
matters relating to the Company and its business and a customary
indemnity given by the Company to Dowgate and SPARK in respect of
liabilities arising out of or in connection with the Placing.
The Placing is conditional upon, amongst other things, the
Placing Agreement not being terminated in accordance with its
terms. The Placing is not underwritten by Dowgate.
The Placing Shares will, when issued, 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
the Shares after the relevant date of issue of the Placing
Shares.
The Company, subject to certain exceptions, has agreed not to
offer, issue, lend, sell or contract to sell, issue options in
respect of or otherwise dispose of or announce an offer or issue of
any of its Shares or securities exchangeable or convertible into
its Shares in the period of 90 days from the date of First
Admission without prior written consent of Dowgate.
Applications for admission to trading
Applications will be made to the London Stock Exchange for First
Admission and Second Admission.
It is expected that settlement of the EIS/VCT Placing Shares and
First Admission will become effective on or around 8.00 a.m. on 18
May 2022 and that dealings in the EIS/VCT Placing Shares will
commence at that time.
It is expected that settlement of the General Placing Shares and
Second Admission will become effective on or around 8.00 a.m. on 19
May 2022 and that dealings in the General Placing Shares will
commence at that time.
EIS and VCT
The Company has not applied for, nor has it received, Advance
Assurance from HMRC that the EIS Placing Shares will qualify for
EIS Relief nor that the issue of the VCT Placing Shares to a VCT
should be regarded as a qualifying holding for the purposes of the
Income Tax Act 2007. Further, none of the Company, the Directors or
any of the Company's advisers give any warranty or undertaking that
reliefs will be available and not withdrawn at a later date.
Participation in, and principal terms of, the Placing
1. Dowgate will arrange the Placing as agent for and on behalf of the Company.
2. Dowgate, 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 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 transactions and arrangements described in this Announcement.
Dowgate is not responsible to anyone other than the Company for
providing the protections afforded to clients of Dowgate or for
providing advice in connection with the contents of this
Announcement or the transactions and arrangements described
herein.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Dowgate or its sub-agent. Dowgate is entitled to participate in the
Placing as principal. Dowgate and the Company will determine in
their absolute discretion the extent of each Placee's participation
in the Placing, which will not necessarily be the same for each
Placee.
4. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
5. The Issue Price will be determined through the Bookbuild.
6. The final number of Placing Shares will be agreed between
Dowgate and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on an FCA-listed
regulatory information service following the completion of the
Bookbuild.
7. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Dowgate
or its sub-agent. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the Issue
Price. Bids may be scaled down by Dowgate on the basis referred to
in paragraph 11 below.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with Dowgate's
consent, will not be capable of variation or revocation after the
time at which it is submitted. Each Placee's obligations will be
owed to the Company and Dowgate.
9. The Bookbuild is expected to close by 8 a.m. on 13 May 2022,
but may be closed earlier or later at the absolute discretion of
Dowgate. Dowgate 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 Dowgate) to reduce or
seek to increase the amount to be raised pursuant to the
Placing.
10. Each prospective Placee's allocation will be determined by
Dowgate in its sole discretion and if successful will be confirmed
to it either orally or in writing (which can include e-mail) by
Dowgate or its sub-agent following the close of the Bookbuild and a
Contract Note will be despatched as soon as possible thereafter.
The terms of this Appendix will be deemed incorporated by reference
therein. The oral confirmation to the Placee by Dowgate or its
sub-agent constitutes an irrevocable, legally binding contractual
commitment in favour of the Company and Dowgate (as agent for the
Company) to subscribe for the number of Placing Shares allocated to
it at the Issue Price and on the terms set out in this Appendix and
in accordance with the Company's articles of association. Except
with Dowgate's consent, such commitment will not be capable of
variation or revocation.
11. Subject to paragraphs 8 and 10 above, Dowgate may choose to
not accept bids and/or accept bid, either in whole or in part, on
the basis of allocations determined in agreement with the Company
and may scale down any bids for this purpose on such basis as they
may determine. Dowgate may also, notwithstanding paragraphs 8 and
10 above, subject to the prior consent of the Company (i) allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time; and (ii) allocate Placing
Shares after the Bookbuild has closed to any person submitting a
bid after that time.
12. Except as required by law or regulation, no press release or
other announcement will be made by Dowgate 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.
13. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to the Company and Dowgate, to pay in
cleared funds immediately on the settlement date, in accordance
with the "Registration and settlement" requirements set out below,
an amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to take up and the Company
has agreed to allot.
14. 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 times and on the basis explained below under
"Registration and settlement".
15. All obligations of the Company and Dowgate under the
Bookbuild and Placing will be subject to fulfilment or (where
applicable) waiver of, amongst other things, 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".
16. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
17. To the fullest extent permissible by law and the applicable
rules of the FCA, none of the Company, Dowgate, SPARK or any of
their respective affiliates, agents, directors, officers or
employees, shall have any liability to Placees nor shall they owe
any Placees fiduciary duties in respect of any claim they may have
(or to any other person whether acting on behalf of a Placee or
otherwise) under these terms and conditions. In particular, none of
the Company, Dowgate, SPARK or any of their respective affiliates,
agents, directors, officers or employees shall have any liability
(including to the fullest extent permissible by law, any fiduciary
duties) in respect of the conduct of the Bookbuild (or of such
alternative method of effecting the Placing as Dowgate and the
Company may agree) and the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and neither Dowgate, SPARK nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to the Placees for the failure
of the Company to fulfil those obligations.
Conditions of the Placing
Dowgate's obligations under the Placing Agreement in relation to
the EIS/VCT Placing are conditional on, inter alia:
1. the Company allotting, subject only to First Admission, the
EIS/VCT Placing Shares (if any) in accordance with the Placing
Agreement; and
2. First Admission occurring not later than 8.00 a.m. on 18 May
2022, and the Placing Agreement not having been terminated prior
First Admission or such later time and/or date, being no later than
8.00 a.m. on 31 May 2022, as the Company may agree with Dowgate and
SPARK.
Dowgate's obligations under the Placing Agreement in relation to
the General Placing are conditional on, inter alia:
1. the Company allotting, subject only to Second Admission, the
General Placing Shares in accordance with the Placing Agreement;
and
2. Second Admission occurring not later than 8.00 a.m. on 19 May
2022, and the Placing Agreement not having been terminated prior
Second Admission or such later time and/or date, being no later
than 8.00 a.m. on 1 June 2022, as the Company may agree with
Dowgate and SPARK.
Dowgate's obligations under the Placing Agreement are also
conditional on, inter alia, in the sole judgement of Dowgate and
SPARK (acting in good faith), there not having occurred since the
date of the Placing Agreement any material adverse effect, or a
development reasonably likely to result in a prospective material
adverse effect, on the condition (financial, operational, legal or
otherwise), earnings, business, trading position, management,
properties, assets, rights, results of operations, shareholders'
funds or prospects of the Group as a whole, whether or not in the
ordinary course of business ("Material Adverse Effect").
If (i) any of the conditions contained in the Placing Agreement
are not fulfilled or (where applicable) waived by Dowgate and SPARK
in writing by the time or date where specified (or such later time
and/or date as the Company may agree with Dowgate and SPARK, being
not later than 8.00 a.m. on 31 May 2022), or (ii) the Placing
Agreement is terminated as described below, the Placing will lapse
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. In the event that any of the conditions in respect of
Second Admission are not satisfied (or waived) or have become
incapable of being satisfied on or before 1 June 2022, to the
extent the EIS/VCT Placing Shares have been allotted and issued to
Placees, and the Placing Agreement is terminated after First
Admission but prior to Second Admission, then the rights and
obligations of the relevant Placees in respect of First Admission
will survive termination of the Placing Agreement, but the relevant
Placees' rights and obligations in respect of Second Admission
shall cease and determine at such time.
Dowgate and SPARK may, in their absolute discretion, waive the
whole or any part of any of the Company's obligations in relation
to the conditions in the Placing Agreement, save that certain
conditions, including the relevant Admission(s) taking place and
the Company allotting the Placing Shares subject only to the
relevant Admission(s) taking place, and the time by which these
must occur, may not be waived and the period for compliance with
such conditions may not be extended. Any such waiver will not
affect Placees' commitments as set out in this Announcement.
None of Dowgate, SPARK or the Company, nor any of their
respective affiliates, agents, directors, officers or employees,
shall have any liability to any Placee (whether in respect of First
Admission or Second Admission) (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 Dowgate, SPARK and
the Company.
Right to terminate under the Placing Agreement
Dowgate and SPARK are entitled in their absolute discretion, at
any time before First Admission or Second Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
1. in the sole judgement of Dowgate and SPARK (acting in good
faith), if any warranty in the Placing Agreement has become, or
would if repeated at any time up to First Admission or Second
Admission (by reference to the facts and circumstances then
existing) be, untrue or inaccurate or misleading;
2. in the sole judgement of Dowgate and SPARK (acting in good
faith), there has occurred a breach by the Company of any of its
obligations under the Placing Agreement;
3. in the sole judgement of Dowgate and SPARK (acting in good
faith), there has occurred any Material Adverse Effect since the
date of the Placing Agreement or there is a fact, circumstance or
development reasonably likely to result in a Material Adverse
Effect; or
4. there has been an outbreak of hostilities; an incident of
terrorism; a material deterioration in, or material escalation in
the response to, the Covid-19 pandemic; a declaration of a state of
emergency or martial law or other calamity or crisis, national or
international emergency or war; any change in national or
international monetary, political, financial or economic conditions
or currency exchange rates or foreign exchange controls; a
suspension or material limitation in trading of securities
generally on the London Stock Exchange, the New York Stock Exchange
or NASDAQ; a material disruption of commercial banking or
settlement or clearance services in the United States, Asia or in
Europe; or any other adverse change (or prospective adverse change)
in the United Kingdom regarding taxation affecting the Shares, in
each case as would be likely in the sole judgement of Dowgate and
SPARK (acting in good faith) to prejudice the success of the
Placing, dealings in the Shares in the secondary market or which
makes it, in the sole judgement of Dowgate and SPARK (acting in
good faith), impractical to proceed with the Placing.
If the Placing Agreement is terminated prior to First Admission
then neither the First Admission or Second Admission will
occur.
Following Second Admission, the Placing Agreement is not capable
of termination.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Dowgate and SPARK of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Dowgate and SPARK, and that they need not
make any reference to Placees and that they shall have no liability
to Placees whatsoever in connection with any such exercise or
decision not to exercise. Placees will have no rights against
Dowgate, SPARK, the Company or any of their respective directors or
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
No admission document or 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 an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing or any Admission and no such prospectus is
required (in accordance with the UK Prospectus Regulation) to be
published in the United Kingdom or any equivalent document in any
other jurisdiction. Placees' commitments will be made solely on the
basis of the information contained in the Announcement (including
this Appendix) and the Exchange Information (as defined further
below). 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), representation, warranty, or statement made
by or on behalf of the Company, Dowgate, SPARK or any of their
respective affiliates, agents, directors, officers or employees, or
any other person and neither the Company, Dowgate, SPARK or any of
their respective affiliates, agents, directors, officers or
employees 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 Company, Dowgate,
SPARK 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 Dowgate or SPARK are making any undertaking or warranty
to any Placee regarding the legality of an investment in the
Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BD3B8Z11) following First Admission and Second Admission will
take place within CREST provided that, subject to certain
exceptions, Dowgate reserves the right to require settlement for,
and delivery of, the Placing Shares (or a portion thereof) to
Placees by such other means that they deem 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.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
Contract Note stating the number of Placing Shares allocated to it
at the Issue Price, the aggregate amount owed by such Placee to
Dowgate (as agent for the Company) or its sub-agent and settlement
instructions. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Dowgate or its
sub-agent.
It is expected that settlement in respect of the (i) the EIS/VCT
Placing Shares will be on 18 May 2022 on a T+3 basis; and (ii) the
General Placing Shares will be on 19 May 2022 on a T+4 basis, in
each case in accordance with the instructions set out in the
Contract Note and unless notified otherwise by Dowgate.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Dowgate.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Dowgate may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Dowgate's account and benefit (as agents 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 Dowgate (as agent for the
Company) 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 Dowgate all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Dowgate lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Contract Note 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. If there are any other circumstances in
which any stamp duty or stamp duty reserve tax or other similar
taxes (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue 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),
none of Dowgate, SPARK or the Company shall be responsible for the
payment thereof.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations, warranties and further terms
By submitting a bid and/or 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) to the Company and Dowgate (including its
sub-agent), in each case as a fundamental term of its application
for Placing Shares, namely that, each Placee (and any person acting
on such Placee's behalf):
1. has read and understood the Announcement, including this
Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription 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 not in
reliance on any information given or any representations,
warranties or statements made at any time by any person in
connection with the relevant Admission(s), the Company, the Placing
or otherwise, other than the information contained in this
Announcement, and undertakes not to redistribute or duplicate this
Announcement or any part of it;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by Dowgate of any right or discretion under
the Placing Agreement shall be within the absolute discretion of
Dowgate and Dowgate 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 Dowgate, 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;
4. no offering document, admission document or prospectus has
been prepared in connection with the Bookbuild or the Placing or is
required under the EU Prospectus Regulation or the UK Prospectus
Regulation and represents and warrants that it has not received and
will not receive a prospectus, admission document or other offering
document in connection therewith;
5. the Placing does not constitute a recommendation or financial
product advice and Dowgate and SPARK have not had regard to its
particular objectives, financial situation and needs;
6. the Shares are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the AIM Rules for Companies
(collectively "Exchange Information"), which includes the Company's
most recent balance sheet and profit and loss account and similar
statements published in the preceding 12 months and that the Placee
is able to obtain or access such information or comparable
information without undue difficulty;
7. none of Dowgate, SPARK, the Company, nor any of their
respective affiliates or any person acting on behalf of any of them
has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested Dowgate, SPARK, the Company,
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information and has read and
understood the Exchange Information;
8. the content of this Announcement is exclusively the
responsibility of the Company, and that neither Dowgate or SPARK
nor any of their respective affiliates, agents, directors, officers
or employees, or any person acting on its or their behalf has or
shall have any liability for any information, representation or
statement contained in this Announcement, any Exchange Information
and/or any other information previously or concurrently published
by or on behalf of the Company, and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise;
9. the only information on which it is entitled to rely and on
which such Placee has relied on in committing itself to acquire the
Placing Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given, investigation made or representations, warranties or
statements made by Dowgate, SPARK, the Company or any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them, or, if received, it has
not relied upon any such information, representations, warranties
or statements, and neither Dowgate, SPARK, nor the Company, will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement;
10. it may not place the same degree of reliance on this
Announcement as it may otherwise place on a prospectus or admission
document;
11. it has relied solely on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing and it will not rely on any
investigation that Dowgate, SPARK or their respective its
affiliates, agents, directors, officers or employees or any other
person acting on their behalf has or may have conducted;
12. it may not rely and has not relied on any information
relating to the Company contained in any research reports prepared
by Dowgate, SPARK or any of their respective affiliates, agents,
directors, officers or employees, or any person acting on its or
their behalf, and understands that (i) none of Dowgate, SPARK or
any of their respective affiliates, agents, directors, officers or
employees, or any person acting on its or their behalf has or shall
have any liability for public information or any representation;
(ii) none of Dowgate, SPARK or any of their respective affiliates,
agents, directors, officers or employees, or any person acting on
its or their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and (iii) none of Dowgate, SPARK or any
of their respective affiliates, agents, directors, officers or
employees, or any person acting on its or their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
13. in making any decision to acquire Placing Shares, (i) it has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Shares and in the sector in which the Company operates and is aware
that it may be required to bear, and is able to bear, the economic
risk of participating in, and is able to sustain a complete loss in
connection with, the Placing; (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
affiliates taken as a whole, including the markets in which the
Company and its affiliates operate, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of either of
Dowgate or SPARK; (iv) it has had sufficient time and access to
information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, Dowgate, SPARK or any of their respective affiliates,
agents, directors, officers or employees, or any person acting on
its or their behalf for all or part of any such loss or losses it
or they may suffer;
14. it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
Dowgate 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;
15. it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for and/or purchase
the Placing Shares and it satisfies any and all standards for
investors in the Placing Shares imposed by the jurisdiction of its
residence or otherwise;
16. that it has neither received nor relied on any 'inside
information' as defined in the (EU) No.596/2014, which forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018)
("UK MAR") concerning the Company in accepting this invitation to
participate in the Placing, or, if it has received any 'inside
information' as defined in UK MAR concerning the Company or its
shares or other securities or related financial instruments in
advance of the Placing, that it has not: (i) dealt in the
securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by UK MAR and
any delegating acts, implementing acts, technical standards and
guidelines thereunder, prior to the information being made publicly
available;
17. Dowgate or SPARK do not have any duties or responsibilities
to it, or its clients, similar or comparable to the duties of "best
execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that
Dowgate and SPARK are not acting for it or its clients and that
Dowgate and SPARK will not be responsible for providing protections
to it or its clients;
18. neither Dowgate, SPARK nor their respective affiliates,
agents, directors, officers or employees, or any person acting on
behalf of them has or shall have any liability for the Exchange
Information, any publicly available or filed information or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
19. neither Dowgate, its ultimate holding company nor any direct
or indirect subsidiary undertakings of such holding companies, nor
any of their respective affiliates, agents, directors, officers or
employees shall be liable to Placees for any matter arising out of
Dowgate's role as placing agent or otherwise in connection with the
Placing and that where any such liability nevertheless arises as a
matter of law each Placee will immediately waive any claim against
any of such persons which the relevant Placee may have in respect
thereof;
20. it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the US Securities Act or with any regulatory
authority of any state or other jurisdiction of the United States;
and (ii) the Placing Shares are being offered and sold only outside
the United States, in an "offshore transaction" within the meaning
of and pursuant to Regulation S under the US Securities Act;
21. (i) unless otherwise specifically agreed with Dowgate, it
and each account it represents is not and, at the time the Placing
Shares are acquired, will not be, a resident of a Restricted
Jurisdiction or any other jurisdiction in which it is unlawful to
make or accept an offer to acquire the Placing Shares; (ii) it and
each account it represents is (1) outside the United States and
will be outside the United States at the time the Placing Shares
are acquired by it and (2) acquiring the Placing Shares in an
"offshore transaction" in accordance with Rule 903 or Rule 904 of
Regulation S; and (iii) it is not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts" within
the meaning of Regulation S;
22. it is not acquiring the 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,
unless otherwise disclosed to Dowgate and the Company in writing,
it is 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 is given;
23. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares in or into the Restricted Jurisdictions or any other
jurisdiction in which the same would be unlawful; and (ii) it
understands, and each account it represents has been advised, that
the Placing Shares have not been and will not be registered or
qualified for distribution by way of a prospectus under the
securities legislation of the Restricted Jurisdictions and, subject
to certain exceptions, may not be offered, sold, acquired,
renounced, distributed or delivered or transferred, directly or
indirectly, within or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
24. the relevant clearances have not been and will not be
obtained from the securities commission of any province of Canada
and that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Japan or
the Republic of South Africa and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within those
jurisdictions;
25. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the Restricted
Jurisdictions or any other jurisdiction in which such distribution,
forwarding, transfer or transmission would be unlawful;
26. the issue to it, or the person specified by it for
registration as holder, of Placing Shares will not give rise to a
liability 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 transfer Placing
Shares into a clearance system;
27. (i) it is aware of and 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, the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof; 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 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 Dowgate such evidence, if any, as to the identity or location or
legal status of any person which Dowgate 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 Dowgate on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Dowgate may decide in
its sole discretion;
28. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and Article 5(l) of
the UK Prospectus Regulation, then: (a) any Placing Shares acquired
by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in any member state of the EEA other
than Qualified Investors or persons in the United Kingdom other
than Relevant Persons, or in circumstances in which the prior
consent of Dowgate has been given to each such proposed offer or
resale; or (b) where Placing Shares will be acquired by it on
behalf of persons in any member state of the EEA other than
Qualified Investors or persons in the United Kingdom other than
Relevant Persons, the offer of those Placing Shares will not be
treated under the Prospectus Regulation as having been made to such
persons;
29. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the relevant
Admission(s) except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation
(including any relevant implementing measure in any member
state);
30. 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;
31. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
32. it understands that 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, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
33. if it is in a member state of the EEA, it is a Qualified
Investor within the meaning of Article 2(e) of the EU Prospectus
Regulation and, to the extent applicable, any funds on behalf of
which it is acquiring the Placing Shares that are located in a
member state of the EEA are each themselves such a Qualified
Investor;
34. if it is in the United Kingdom, it and any person acting on
its behalf is (a) a Qualified Investor within the meaning of
Article 2(e) of the UK Prospectus Regulation and (b) falls within
Article 19(5) and/or Article 49(2)(a) to (d) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
35. it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions and that it has all necessary capacity and has
obtained all necessary consents and authorities and taken any other
necessary actions 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;
36. 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 the 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 Dowgate;
37. if it is acting as a "distributor" (for the purposes of
MiFID II Product Governance Requirements): (1) it acknowledges that
the target market assessment undertaken by Dowgate 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 and each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels; (2) notwithstanding any target
market assessment undertaken by Dowgate, it confirms that, other
than where it is a providing an execution- only service to
investors, it has satisfied itself as to the appropriate knowledge,
experience, financial situation, risk tolerance and objectives and
needs of the investors to whom it plans to distribute the Placing
Shares and that is has considered the compatibility of the
risk/reward profile of such Placing Shares with the end target
market; and (3) it acknowledges 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;
38. it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
39. 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 Dowgate may in its sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify Dowgate on demand for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty
or stamp duty reserve tax or security transfer tax (together with
any interest or penalties due pursuant to or referred to in these
terms and conditions) which may arise upon the placing or sale of
such Placee's Placing Shares on its behalf;
40. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that Dowgate may call upon it to acquire
a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
41. neither Dowgate, nor any of its affiliates, or any person
acting on behalf of any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be treated for these purposes as a client of Dowgate and
that Dowgate does not have any duties or responsibilities to it for
providing the protections afforded to their 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 their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
42. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Dowgate, SPARK, nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company,
Dowgate and SPARK in respect of the same on the basis that the
Placing Shares will be credited to the CREST stock accounts of
Dowgate or its sub-agent who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
43. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreement 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 (including non-contractual matters)
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, Dowgate or SPARK 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;
44. time shall be of the essence as regards to obligations
pursuant to this Appendix;
45. the Company, Dowgate, SPARK and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings
which are given and are irrevocable and are irrevocably authorised
to produce this Announcement or a copy thereof to any interested
party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby;
46. to indemnify on an after-tax basis and hold the Company,
Dowgate, SPARK and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
47. none of the Company, the Directors or any of the Company's
advisers give any warranty or undertaking that the EIS Placing
Shares will qualify for EIS Relief or that the issue of Ordinary
Shares to a VCT should be regarded as a qualifying holding for the
purposes of the Income Tax Act 2007;
48. the Company has not applied for, nor has it received,
Advance Assurance from HMRC that the EIS Placing Shares will
qualify for EIS Relief nor that the issue of the VCT Placing Shares
to a VCT should be regarded as a qualifying holding for the
purposes of the Income Tax Act 2007. Further, none of the Company,
the Directors or any of the Company's advisers give any warranty or
undertaking that reliefs will be available and not withdrawn at a
later date;
49. no action has been or will be taken by any of the Company,
Dowgate, SPARK or any person acting on behalf of any of them that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
50. (i) it is an institution that has knowledge and experience
in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares; (ii) it is experienced in investing in securities
of this nature and in this sector 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; and (iii)
it has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
51. its commitment to subscribe for Placing Shares on the terms
set out herein and in the Contract Note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing;
52. acknowledges that Dowgate, or any of its affiliates acting
as an investor for their own account may take up shares in the
Company and in that capacity may retain, purchase or sell for their
own account such shares and may offer or sell such shares other
than in connection with the Placing; it will (or will procure that
its nominee will) if applicable, make notification to the Company
of the interest in Shares in accordance with UK MAR and the FCA's
Disclosure Guidance and Transparency Rules published by the
FCA;
53. acknowledges that any documents sent to Placees will be sent
at the Placees' risk. Any such documents may be sent by post to
such Placees at an address notified to Dowgate;
54. it appoints irrevocably any director of Dowgate 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 subscribed for in
the Placing;
55. 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;
56. if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available;
57. if it is a pension fund or investment company, its purchase
of Placing Shares is in full compliance with all applicable laws
and regulation; and
58. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, confirmations,
acknowledgements, agreements and undertakings contained in this
Appendix are given to the Company, Dowgate and SPARK and are
irrevocable and shall not be capable of termination in any
circumstances.
The representations, warranties, confirmations,
acknowledgements, agreements and undertakings contained in this
Appendix may, to the extent permitted by law, be waived, varied or
modified as regards specific Placees or on a general basis by
Dowgate in its absolute discretion.
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 none of the Company, Dowgate
or SPARK 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, Dowgate and SPARK
in the event that any of the Company, Dowgate or SPARK has 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
Dowgate 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.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Dowgate nor SPARK owes any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Dowgate or SPARK, 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.
When a Placee or person acting on behalf of the Placee is
dealing with Dowgate, any money held in an account with Dowgate on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated Dowgate money in accordance with the client
money rules and will be used by Dowgate in the course of its own
business and the Placee will rank only as a general creditor of
Dowgate.
All times and dates in this Announcement may be subject to
amendment. Dowgate shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
APPIX II - DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Admission' means First Admission and/or Second Admission, as
the context requires;
'Advance Assurance' means written confirmation from HMRC that,
inter alia, shares in the Company will rank as "eligible shares"
and will meet the requirements for relief under EIS, for the time
being and in so far as the requirements relate to the Company;
'AIM' means AIM, the market of that name operated by the London
Stock Exchange;
'AIM Rules for Companies' or 'AIM Rules' means the rules of the
London Stock Exchange applicable to companies governing admission
to AIM and the continuing obligations of companies whose shares
have been admitted to AIM including the notes to such rules;
'Announcement' means this announcement (including the appendix
to this announcement);
'Board' or 'Directors' means the directors of the Company as at
the date of this Announcement;
'Bookbuild' means the accelerated bookbuilding to be carried out
by Dowgate pursuant to the Placing Agreement and this
Announcement;
'Company' means Belluscura plc, a company incorporated and
registered in England and Wales with company number 09910883 whose
registered office is at 15 Fetter Lane, London EC4A 1BW;
'Contract Note' means the trade confirmation to be sent to each
Placee stating the number of Placing Shares allocated to it at the
Issue Price, the aggregate amount owed by such Placee to Dowgate
(as agent for the Company) or its sub-agent and settlement
instructions;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which CRESTCo is the Operator (as
defined in the CREST Regulations);
'CRESTCo' means Euroclear UK & International Limited, a
company incorporated under the laws of England and Wales;
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755);
'Directors' or 'Board' means the directors of the Company as at
the date of this Announcement;
'Dowgate' means Dowgate Capital Limited, a company incorporated
and registered in England and Wales with company number 02474423
whose registered office is at 15 Fetter Lane, London EC4A 1BW;
'EIS' means the Enterprise Investment Scheme under Part 4 of the
Income Tax Act 2007;
'EIS Placing Shares' means the new Shares to be issued pursuant
to the Placing to certain persons seeking to invest in "eligible
shares" for the purposes of the EIS;
'EIS Relief' means the relief available to investors under
EIS;
'EIS/VCT Placing' means the placing of the EIS/VCT Placing
Shares;
'EIS/VCT Placing Shares' means the EIS Placing Shares and the
VCT Placing Shares;
'Enlarged Share Capital' means the issued ordinary share capital
of the Company immediately following the issue of the Placing
Shares;
'EU Prospectus Regulation' means Regulation (EU) 2017/1129;
'Existing Ordinary Shares' means the Shares in issue as at the
date of this Announcement, being the entire issued share capital of
the Company prior to the Placing;
'FCA' means the UK Financial Conduct Authority in its capacity
as the competent authority under FSMA;
'First Admission' means admission of the EIS/VCT Placing Shares
to trading on AIM becoming effective by means of the issue by the
London Stock Exchange of a dealing notice under Rule 6 of the AIM
Rules for Companies;
'FSMA' means the United Kingdom Financial Services and Markets
Act 2000 as amended;
'General Placing' means the placing of the General Placing
Shares;
'General Placing Shares' means the Placing Shares that are not
the EIS/VCT Placing Shares;
'Group' means the Company and each of its subsidiary
undertakings and associates from time to time including where the
context requires any one or more of such companies and 'Group
Companies' shall be construed accordingly;
'HMRC' means Her Majesty's Revenue and Customs (which shall
include its predecessors, the Inland Revenue and HM Customs and
Excise);
'Issue Price' means the price per Placing Share to be determined
through the Bookbuild;
'London Stock Exchange' means London Stock Exchange plc;
'MiFID II' means Directive 2014/65/EU on markets in financial
instruments as amended;
'MiFID II Product Governance Requirements' means Article 9(8) of
Commission Delegated Directive 2017/593 (the "Delegated Directive")
regarding the responsibilities of manufacturers under the product
governance requirements contained within: (a) MiFID II; (b)
Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures;
'Net Proceeds' means the net cash proceeds receivable by the
Company from the Placing after the deduction of all fees,
commissions, costs and expenses payable by the Company in relation
to the transaction;
'Placee' means the persons who are to subscribe for Placing
Shares pursuant to the Placing and whose participation is accepted
by Dowgate in accordance with the Appendix;
'Placing' means the placing of the Placing Shares by Dowgate, on
behalf of the Company, with Placees in accordance with the Placing
Agreement;
'Placing Agreement' means the placing agreement dated 12 May
2022 between the Company, SPARK and Dowgate in respect of the
Placing;
'Placing Shares' means the EIS/VCT Placing Shares and the
General Placing Shares;
'Register' means the register of members of the Company;
'Regulation S' means Regulation S promulgated under the US
Securities Act;
'Second Admission' means admission of the General Placing Shares
to trading on AIM becoming effective by means of the issue by the
London Stock Exchange of a dealing notice under Rule 6 of the AIM
Rules for Companies;
'Shares' or 'Ordinary Shares' means the ordinary shares of
GBP0.01 each in the capital of the Company;
'SPARK' means SPARK Advisory Partners Limited, a company
incorporated and registered in England and Wales with company
number 03191370 whose registered office is at 5 St John's Lane,
London EC1M 4BH;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland;
'UK MAR' means the UK version of the Market Abuse Regulation
(EU) No.596/2014, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018;
'UK Prospectus Regulation' means the UK version of Regulation
(EU) 2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018;
'US Person' has the meaning given in Regulation S;
'US Securities Act' means the US Securities Act of 1933, as
amended;
'VCT' means a company which is, for the time being, approved as
a venture capital trust as defined by Section 259 of the Income Tax
Act 2007; and
'VCT Placing Shares' means the new Shares to be issued pursuant
to the Placing to VCTs.
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END
IOEBUGDURUBDGDD
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May 12, 2022 12:01 ET (16:01 GMT)
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