TIDMBKS
RNS Number : 5663U
Beeks Financial Cloud Group PLC
06 April 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING
MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND IS NOT
INTED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT
OF BEEKS FINANCIAL CLOUD GROUP PLC OR OTHER EVALUATION OF ANY
SECURITIES OF BEEKS FINANCIAL CLOUD GROUP PLC OR ANY OTHER ENTITY
AND SHOULD NOT BE CONSIDERED AS A RECOMMATION THAT ANY INVESTOR
SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES . THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
BEEKS FINANCIAL CLOUD GROUP PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL .
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO . 596/2014)
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION .
Beeks Financial Cloud Group plc
("Beeks", the "Group" or the "Company")
Proposed placing
6 April 2021 - Beeks Financial Cloud Group plc (AIM: BKS), a
cloud computing and connectivity provider for financial markets,
today announces its intention to conduct a fundraising to raise
gross proceeds of up to approximately GBP5 million through a
placing to new and existing institutional investors (the "New Share
Placing") of new ordinary shares of GBP0.00125 each ("Ordinary
Shares") in the capital of the Company (the "New Ordinary
Shares").
In the event of suitable oversubscriptions, the Company has been
notified by Gordon McArthur, Chief Executive Officer of the Company
(the "Vendor"), that he would sell up to approximately GBP2 million
worth of existing Ordinary Shares (the "Sale Shares" and together
with the New Ordinary Shares, the "Placing Shares") at the Placing
Price (the "Sale Share Placing" and together with the New Share
Placing, the "Placing"). Gordon McArthur is currently interested in
27,475,193* Ordinary Shares, representing approximately 53.14 per
cent. of the current issued share capital of the Company.
The Placing will be conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following this
Announcement. The price at which the Placing Shares are to be
placed (the "Placing Price") and the number of New Ordinary Shares
and Sale Shares will be determined at the close of the Bookbuild. A
further announcement confirming the closing of the Bookbuild, the
Placing Price and the number of Placing Shares to be issued or sold
pursuant to the Placing is expected to be made in due course.
The Placing is not being underwritten. Completion of the Placing
is conditional, inter alia, upon the Placing Agreement not having
been terminated and becoming unconditional and the passing of the
Resolutions by Shareholders to authorise the issue of the New
Ordinary Shares at the General Meeting expected to be held at
11:00a.m. on 23 April 2021.
A Circular containing further details of the Placing including a
formal Notice convening the General Meeting is expected to be
despatched to Shareholders on or around 7 April 2021 and will
thereafter be available on the Company's website at
www.beeksgroup.com/investor-relations/documents/.
Canaccord Genuity Limited ("Canaccord Genuity") is acting as
nominated adviser and sole bookrunner in connection with the
Placing.
The Placing is also subject to the terms and conditions set out
in the Appendix to this Announcement (which forms part of this
Announcement).
*Includes 740,000 Ordinary Shares held by Gordon McArthur's
wife, Claire McArthur, representing 1.43 per cent. of the current
issued share capital of the Company.
Expected Timetable of Principal Events
Date of this Announcement and Bookbuild commences 6 April 2021
Announcement of the results of the Bookbuild 7 April 2021
-----------------------------
Date of publication of the Circular and Form of Proxy 7 April 2021
-----------------------------
Latest time and date for receipt of Forms of Proxy 11:00 a.m. on 21 April 2021
-----------------------------
General Meeting 11:00 a.m. on 2 3 April 2021
-----------------------------
Admission and commencement of dealings in the New Ordinary Shares on AIM 8:00 a.m. on 2 6 April 2021
-----------------------------
Current Trading and Prospects
The Board provided an update on the Company's trading for the
six months to 31 December 2020 on 08 March 2021, in which it
reported strong growth in revenue, underlying EBITDA and Annualised
Committed Monthly Revenues. The Company now has 9 Tier 1 clients at
various stages of deployment and, in November 2020, it announced
the launch of Beeks Analytics, a cloud-based SaaS analytics
offering, which followed the acquisition of Velocimetrics in April
2020. Throughout the period the Company further invested in people,
operations and product offering to capitalise on the growing
financial services private cloud opportunity. Beeks continues
progressing the Network Automation Project and expects to launch
the Beeks Private Cloud later this year, a secure low latency
private environment, with both public and private Cloud capability,
which is expected to increase the attractiveness of the Group's
offering to Tier 1 organisations.
Post-period end, Beeks announced the expansion of two Tier 1
customer deployments: a global financial markets technology
provider, which is now expected to reach $2.1m of annualised
revenue, and an open banking provider, which has expanded its
contract, initially worth GBP1.1m over three years, to 135% of its
original commitment. These contract extensions signal strong
progress against Beeks' land and expand strategy . The Company has
a solid pipeline of opportunities, including further Tier 1
customers, and continues to see an increase in the number of
financial services organisations taking advantage of the benefits
of cloud infrastructure.
Current trading is positive and remains in line with market
expectations. As previously announced, the Group has seen increased
demand for the Beeks offering during the third quarter, giving the
Directors confidence in the Group's ability to service a wide range
of financial services organisations across different geographies.
Whilst the Directors continue to assess the ongoing impact of
Covid-19 on the Company's business and operations, they remain
confident that Beeks is poised for considerable growth within a
rapidly developing market.
Background to and reasons for the New Share Placing
The Group continues to operate successfully in a demanding,
time-sensitive industry and the Directors believe that Beeks is
well positioned to take advantage of the rapid acceleration of
Cloud deployment in financial services and the growing need for
analytics around those infrastructure environments. These latency
sensitive environments need to be built, connected and analysed and
Beeks considers itself as one of the few companies in the world
that can provide this.
The Directors' main strategic priority is to grow the Group's
institutional customer base both for public, private and secure
Cloud deployment as well as its core low latency offering,
complemented by Beeks' analytics solutions. As previously
announced, in order to satisfy existing demand and attract new
customers, the Group seeks to continue expanding into new asset
classes and geographies, furthering its offering, encouraged by the
significant opportunities that Beeks has identified. Examples of
this include (i) the launch of Beeks Analytics in November 2020 and
(ii) the anticipated launch later in 2021 of the Beeks Private
Cloud offering. As such, the Directors continue to remain alive to
selectively increasing investment in data centre capacity and
product offering to facilitate both Beeks' current and anticipated
pipeline of business opportunities.
While the Directors' focus is on organic growth, they will
continue to assess further strategic acquisition opportunities,
both 'bolt-on' and/or more transformational in nature, that will
accelerate growth and complement the Group's business model.
The proposed New Share Placing is intended to be used to
accelerate the Company's growth strategy and capitalise on the
significant market opportunity and solid sales pipeline. Funds will
be used to provide additional infrastructure capacity and product
development for the Beeks Private Cloud, the repayment of existing
debt and for additional working capital, including to assess
M&A opportunities.
Expected use of proceeds
The Company is seeking to raise up to approximately GBP5 million
(before expenses) from the New Share Placing to capitalise on the
market opportunity and the Group's growth trajectory. Specifically,
the net proceeds of the New Share Placing are expected to be
utilised as follows:
-- approximately GBP3m for investment to support the launch of
the Beeks Private Cloud offering;
-- approximately GBP1m for the repayment of the Group's RCF facility; and
-- up to approximately GBP1m for additional working capital,
including for the evaluation of M&A opportunities.
Details of the Placing
The Company is seeking to raise gross proceeds from the New
Share Placing of up to approximately GBP5 million at the Placing
Price. In the event of suitable oversubscriptions, the Placing may
also include the placing of up to GBP2 million worth of existing
Ordinary Shares, at the Placing Price, by the Vendor.
Canaccord Genuity is acting as nominated adviser and sole
bookrunner in connection with the Placing. The Placing is subject
to the terms and conditions set out in the appendix to this
Announcement (the "Appendix") (which forms part of this
Announcement). Canaccord Genuity will commence the Bookbuild
immediately following the release of this Announcement. The price
at which the Placing Shares are to be placed and the number of New
Ordinary Shares and any Sale Shares will be determined at the close
of the Bookbuild. The Placing is not being underwritten. Completion
of the Placing is conditional, inter alia, upon the Placing
Agreement not having been terminated and becoming unconditional and
the passing of the Resolutions by Shareholders at the General
Meeting expected to be held at 11:00a.m. on 23 April 2021.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue. In
the event of a Sale Share Placing, Canaccord Genuity would also
intend to use their reasonable endeavours to place the Sale Shares
on behalf of the Vendor.
Admission, settlement and CREST
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market ("AIM") of London Stock
Exchange plc (the "London Stock Exchange") ("Admission").
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 26 April 2021. The Placing is
conditional upon, inter alia, Admission becoming effective and the
Placing Agreement not being terminated in accordance with its
terms. The Placing is also conditional, inter alia, upon the
passing of the Resolutions by Shareholders at the General Meeting
expected to be held at 11:00 a.m. on 23 April 2021. The Notice
convening the General Meeting will be set out in the Circular
expected to be sent to Shareholders on or around 7 April 2021.
The Appendix sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. Persons who
have chosen to participate in the Placing, by making an oral,
electronic or written offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Fraser McDonald, a
director of the Company.
For further information please contact:
Beeks Financial Cloud Group plc
Gordon McArthur, CEO via Alma PR
Fraser McDonald, CFO
+44 (0)20 7523
Canaccord Genuity 8000
Adam James / Sam Lucas / Angelos
Vlatakis
Alma PR +44(0)20 3405 0212
Caroline Forde / Helena Bogle /
Josh Royston
ABOUT BEEKS FINANCIAL CLOUD
Beeks Financial Cloud is a leading cloud computing, connectivity
and analytics provider for financial services. Our cloud-based
Infrastructure-as-a-Service (IaaS) model allows financial
organisations the flexibility and agility to deploy and connect to
a variety of exchanges, trading venues and cloud service providers
at a fraction of the cost of building their own networks and
infrastructure. Based in the UK with an international network of 19
datacentres, Beeks supports its global customers at scale in the
leading financial centres.
For more information, visit: www.beeksfinancialcloud.com
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions used in this Announcement' below save that any
capitalised term defined in the Appendix shall have such meaning in
the Appendix to the exclusion, in the Appendix only, of any
definition of such term elsewhere in this Announcement.
IMPORTANT NOTICES
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the Placing Shares have
not been, and will not be, registered under the Securities Act or
qualified for sale under the laws of any state of the United States
or under the applicable laws of any of Australia, Canada, the
Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or Canaccord that would permit
an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Canaccord to inform themselves about,
and to observe, such restrictions. In particular, this Announcement
may not be distributed, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa or
Japan. Overseas Shareholders and any person (including, without
limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this document to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings, the effect of
operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
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 or losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses 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.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the
Appendix. The Company, the Vendor, Canaccord Genuity and others
(including each of their respective affiliates, agents, directors,
officers or employees) will rely upon the truth and accuracy of the
representations, warranties, acknowledgements and agreements
contained in the Appendix.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT
PERSONS SELECTED BY CANACCORD GENUITY LIMITED WHO ARE PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS",
AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION
(EU) 2017/1129) AS AMED FROM TIME TO TIME (THE "PROSPECTUS
REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE
QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH
SECTION 86(2) OF FSMA APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED)
("EUWA") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND
(B) (I) BEING "QUALIFIED INVESTORS"); AND WHO ARE PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "FPO"); (II) FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III)
OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). 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. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN (THE "ANNOUNCEMENT") IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED, (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND
IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE
IN ACCORDANCE WITH APPLICABLE LAWS. 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 AND, IF SENT IN RESPONSE TO THE INFORMATION
CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES. THE 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 INTO
WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT,
AND OBSERVE, SUCH RESTRICTIONS.
No action has been taken by the Company or Canaccord Genuity
Limited ("Canaccord Genuity") or any of its respective affiliates,
agents, directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such Placing Shares in any jurisdiction where action for that
purpose is required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"), including its
enactment under UK domestic law by virtue of the EUWA ("UK MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II and UK MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or UK MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Appendix or this Announcement of which it forms part
should seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with Canaccord
Genuity and the Company and/or the Vendor to be bound by these
terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if Canaccord Genuity confirms to such
Placee its allocation of Placing Shares. Each Placee will be deemed
to have read and understood this Announcement in its entirety, to
be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix. 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.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings, the effect of
operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord Genuity or any of its
respective affiliates, agents, directors, officers, consultants,
partners or employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in the UK who acquires any
Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
2.2 it is a person: (i) having professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the FPO; or who
falls within the definition of "high net worth companies,
unincorporated associations etc" in Article 49(2)(a) to (d) of the
FPO;
3 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
3.1 it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
3.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
3.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Broker has been given to the offer or resale;
or
3.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
4 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
5 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
6 it will be bound by these terms and conditions as being the
terms and conditions upon which Placing Shares will be issued or
acquired; and
7 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and
subject to any further terms set forth in the form of confirmation
to be sent to individual Placees.
Each Placee, by participating 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 information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Canaccord Genuity, the Company, the Vendor or any other person and
none of Canaccord Genuity or the Company or the Vendor or any other
person acting on such person's behalf nor any of their respective
affiliates has or shall have any liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity (acting as Nominated Adviser and sole broker
to the Company) has today entered into the Placing Agreement with
the Company and the Vendor under which, on the terms and subject to
the conditions set out in the Placing Agreement, Canaccord Genuity
as agent for and on behalf of the Company and, in the event of a
Sale Share Placing, the Vendor, has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares at the Placing
Price. The Placing is not being underwritten by Canaccord Genuity
or any other person.
The Placing Shares will, when issued or transferred, be subject
to the Articles and credited as fully paid and will rank pari passu
in all respects with the Existing Ordinary Shares in the capital of
the Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue or transfer of the Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM.
It is expected that Admission will take place no later than 8:00
a.m. on 26 April 2021 and that dealings in the New Ordinary Shares
on AIM will commence, and settlement of the Placing Shares will
occur, at the same time.
Principal terms of the Placing
1 Canaccord Genuity is acting as nominated adviser, financial
adviser and sole broker to the Placing, as agent for and on behalf
of the Company and, in the event of a Sale Share Placing, the
Vendor. Canaccord Genuity is a member of the London Stock Exchange
and is authorised and regulated in the United Kingdom by the FCA
and is acting exclusively for the Company for the purposes of the
AIM Rules and no one else (including the recipient of this
document) in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
Canaccord Genuity or for providing advice in relation to the
matters described in this Announcement. Canaccord Genuity's
responsibilities as the Company's nominated adviser are owed solely
to London Stock Exchange and are not owed to the Company or to any
Director or to any other person in respect of his decision to
acquire shares in the Company in reliance on any part of this
Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Canaccord Genuity to
participate. Canaccord Genuity and any of its respective affiliates
are entitled to participate in the Placing as principal.
3 The Placing will be effected by way of an accelerated
bookbuild to institutional investors which will be launched
immediately following this Announcement ("Bookbuild"). The final
number of Placing Shares to be placed and the price at which each
Placing Share is to be placed will be agreed by Canaccord Genuity,
the Company and, in the event of a Sale Share Placing, the Vendor
(the "Placing Price"). The Placing Price is payable to Canaccord
Genuity by all Placees (as agent of the Company and/or, in the
event of a Sale Share Placing, the Vendor, as applicable in each
case).
4 Each Placee's allocation of Placing Shares (in the event of a
Sale Share Placing made up of New Ordinary Shares and/or Sale
Shares in such proportions as shall be determined by Canaccord
Genuity in its absolute discretion) will be determined by Canaccord
Genuity in its discretion (following consultation with the Company)
and will be confirmed orally or in writing (which can include
email) by Canaccord Genuity and a form of confirmation will be
dispatched as soon as possible thereafter. That oral or written
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of the Company and/or, in the event of a Sale Share Placing,
the Vendor (as applicable) and Canaccord Genuity, under which it
agrees to acquire the number of Placing Shares allocated to the
Placee at the Placing Price and otherwise on the terms and subject
to the conditions set out in this Appendix and in accordance with
the Articles. Except with Canaccord Genuity's written consent, such
commitment will not be capable of variation or revocation at the
time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by Canaccord Genuity.
The terms of this Appendix will be deemed incorporated in that form
of confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Canaccord Genuity (as agent for the
Company and/or, in the event of a Sale Share Placing, the Vendor,
as applicable), to pay to it (or as it may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue and/or, in the event of a Sale Share
Placing, the Vendor has agreed to transfer (as applicable) to that
Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of Canaccord Genuity under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
9 By participating in the Placing, 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.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) Canaccord Genuity, (b) any of Canaccord
Genuity's affiliates, agents, directors, officers, consultants, (c)
to the extent not contained within (a) and (b), any person
connected with Canaccord Genuity as defined in FSMA ((b) and (c)
being together "affiliates" and individually an "affiliate" of
Canaccord Genuity), (d) any person acting on behalf of Canaccord
Genuity, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Canaccord Genuity nor any of its affiliates
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as
Canaccord Genuity, the Company and, in the event of a Sale Share
Placing, the Vendor may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
Canaccord Genuity, as soon as reasonably possible after the closing
of the Bookbuild which will confirm the number of Placing Shares
allocated to them, the Placing Price, the aggregate amount owed by
them to Canaccord Genuity (as agent of the Company and/or, in the
event of a Sale Share Placing, the Vendor as applicable) 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 as
directed by Canaccord Genuity in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with Canaccord Genuity.
Settlement of transactions in the Placing Shares (ISIN:
GB00BZ0X8W18) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to take
place in respect of the Placing Shares on 26 April 2021 unless
otherwise notified by Canaccord Genuity and Admission of the New
Ordinary Shares is expected to occur no later than 8:00 a.m. on 26
April 2021, unless otherwise notified by Canaccord Genuity.
Admission and settlement may occur at an earlier date, which if
achievable, will be set out in the Circular. Settlement will be on
a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and Canaccord Genuity may agree that the Placing Shares should be
issued in certificated form. Canaccord Genuity reserves the right
to require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Canaccord Genuity.
Each Placee agrees that, if it does not comply with these
obligations Canaccord Genuity may sell, charge by way of security
(to any funder of Canaccord Genuity) or otherwise deal with any or
all of their Placing Shares on their behalf and retain from the
proceeds, for Canaccord Genuity's own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due and any costs and expenses properly incurred by
Canaccord Genuity as a result of the Placee's failure to comply
with its obligations. The relevant Placee will, however, remain
liable for any shortfall below the amount owed by it and for any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of their Placing Shares on
their behalf. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until such time as it
has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Canaccord Genuity under the Placing Agreement
are, and the Placing is, conditional upon, inter alia:
(a) the passing of the Resolutions to approve inter alia the
issue of the New Ordinary Shares at the General Meeting (or any
adjournment thereof) without amendment;
(b) none of the warranties contained in the Placing Agreement
being untrue or inaccurate as at, and no breach of any warranty
having occurred prior to Admission and at all times after the date
of the Placing agreement but before Admission;
(c) the Company and the Vendor having complied with their
respective obligations under the Placing Agreement which fall to be
performed prior to Admission;
(d) the Placing Agreement not having been terminated in accordance with its terms;
(e) Admission having become effective at or before 8.00 a.m. on
26 April 2021 (or such later date as the Company and Canaccord
Genuity may agree, in any event being not later than the Long Stop
Date),
(all conditions to the obligations of Canaccord Genuity included
in the Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods or the Placing
Agreement is terminated in accordance with its terms, the Placing
will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by
Canaccord Genuity, in its absolute discretion. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
Canaccord Genuity may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of Canaccord Genuity or the Company or any of their
respective affiliates, agents, directors, officers, employees, or
the Vendor or his agents shall have any liability to any Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them 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
any of them may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Canaccord Genuity.
On the assumption that the conditions set out in the Placing
Agreement are satisfied (or waived) and that the Placing Agreement
does not lapse and is not terminated in accordance with its terms,
each Placee will be required to pay to Canaccord Genuity, on the
Company's and/or , in the event of a Sale Share Placing, the
Vendor's (as applicable) behalf, the Placing Price for each Placing
Share agreed to be acquired by it under the Placing in accordance
with the terms set out herein.
Each Placee's obligation to acquire and pay for Placing Shares
under the Placing will be owed to the Company and/or , in the event
of a Sale Share Placing, the Vendor (as applicable) and Canaccord
Genuity. Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to Canaccord Genuity, to pay to it (or as
it may direct) in cleared funds an amount equal to the product of
the Placing Price and the number of Placing Shares that such Placee
has agreed to subscribe and/or purchase.
Termination of the Placing
Canaccord Genuity may terminate the Placing Agreement, in
accordance with its terms, at any time prior to Admission if, inter
alia:
1 there is a breach of any of the warranties or any of the other
obligations on the part of the Company or the Vendor under the
Placing Agreement or an event or circumstance has taken place or
arisen which renders any of the Warranties untrue, inaccurate or
misleading, which in either case is material in the context of the
Placing; or
2 the Company or the Vendor fails to comply with its obligations
under the Placing Agreement or the terms of the Placing, which
Canaccord Genuity considers (acting reasonably) to be material in
the context of the Placing; or
3 any statement contained in the Placing Documents is discovered
to be untrue, incorrect or misleading; or
4 any other occurrence of any kind which (by itself or together
with any other such occurrence) is, in the opinion of Canaccord
Genuity, likely to materially and adversely affect the market's
perception of the Company or the financial position or trading
position or prospects of the Company that, in each case, in the
opinion of Canaccord (acting in good faith), is likely to render
the Placing or Admission, temporarily or permanently, impracticable
or inadvisable; or
5 any other crisis of international or national effect
including, without limitation, in relation to the spread of
Covid-19 in the UK or the United States and/or the material
worsening of economic conditions in the UK or the United States as
a result of the Covid-19 pandemic, which, in any case, in the
opinion of Canaccord (acting in good faith) is materially adverse
to the Placing or Admission and is likely to render the Placing or
Admission, temporarily or permanently, impracticable or
inadvisable.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company, the Vendor and Canaccord Genuity that the exercise by the
Company, the Vendor or Canaccord Genuity of any right of
termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the
Company, the Vendor or Canaccord Genuity and that none of the
Company, the Vendor or Canaccord Genuity need make any reference to
such Placee and that none of Canaccord Genuity or the Company, or
any of their respective affiliates, agents, directors, officers or
employees or the Vendor or his agents shall have any liability to
such Placee (or to any other person whether acting on behalf of a
Placee or otherwise) whatsoever in connection with any such
exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by Canaccord Genuity of a form of confirmation
confirming each Placee's allocation and commitment in the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that in each case as a fundamental term of such
Placee's application for Placing Shares (save where Canaccord
Genuity expressly agrees in writing to the contrary):
1 it has read and understood this Announcement in its entirety
(including the Appendix) and that its acquisition of the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this Announcement and the Publicly
Available Information;
2 its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
3 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Regulation or the UK Prospectus Regulation or other applicable law;
and (b) has been or will be prepared in connection with the
Placing;
4 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and UK MAR,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
5 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of Canaccord Genuity or the Company or any of their
respective affiliates, agents, directors, officers or employees, or
the Vendor or his agents or any person acting on behalf of any of
them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person
other than the information in this Announcement or the Publicly
Available Information; nor has it requested of Canaccord Genuity,
the Company or any of their respective affiliates, agents,
directors, officers or employees or the Vendor or his agents or any
person acting on behalf of any of them to provide it with any such
information;
6 neither Canaccord Genuity nor any person acting on behalf of
it or any of its affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available 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;
7 (a) the only information on which it is entitled to rely on
and on which it has relied in committing to acquire the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) none of
Canaccord Genuity or the Company or any of their respective
affiliates, agents, directors, officers or employees or the Vendor
or his agents has made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information; (c) it has conducted its own
investigation of the Company, the Placing and the Placing Shares,
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing; and (d) it has not relied on any
investigation that Canaccord Genuity or any person acting on behalf
of Canaccord Genuity may have conducted with respect to the
Company, the Placing or the Placing Shares;
8 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Canaccord Genuity
nor any person acting on behalf of either of Canaccord Genuity is
responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
9 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
10 it and/or each person on whose behalf it is participating:
10.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
10.2 has fully observed such laws and regulations;
10.3 has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations;
10.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for and/or purchase of
Placing Shares; and
10.5 has not taken any action which will or may result in the
Company, Canaccord Genuity or any of their respective directors,
officers, employees or agents, or the Vendor or his agents acting
in breach of any regulatory or legal requirements of any territory
in connection with the Placing or its acceptance of Placing
Shares;
11 it was not located in the United States at the time the buy
order was originated and it represents that no directed selling
efforts (as defined in Regulation S under the Securities Act) were
made in connection with the Placing;
12 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland, the Republic of
South Africa or any state or other jurisdiction of the United
States, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan, the
Republic of Ireland, the Republic of South Africa or any state or
other jurisdiction of the United States and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
13 it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
14 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
15 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
17 if required by applicable securities laws or as otherwise
reasonably requested by the Company, the Placee will execute,
deliver and file and otherwise assist the Company in filing
reports, questionnaires, undertakings and other documents with
respect to the issue or transfer of the Placing Shares;
18 none of Canaccord Genuity or its respective affiliates,
agents, directors, officers or employees 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 it will not be a client
of Canaccord Genuity and Canaccord Genuity does not have any duties
or responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
19 it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will make payment to Canaccord Genuity for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms Canaccord Genuity may, in either
case, in its absolute discretion determine without liability to the
Placee and the Placee will remain liable for any shortfall below
the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
20 no action has been or will be taken by any of the Company,
the Vendor, Canaccord Genuity or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
21 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. None of Canaccord Genuity, the Company
or the Vendor 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 acquire Placing Shares pursuant to the Placing and
agrees to pay the Company and Canaccord Genuity in respect of the
same (including any interest or penalties) on the basis that the
Placing Shares will be allotted or transferred to a CREST stock
account of Canaccord Genuity or transferred to a CREST stock
account of Canaccord Genuity who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
22 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company, Canaccord
Genuity and the Vendor (as applicable) for the performance of all
its obligations as a Placee in respect of the Placing (regardless
of the fact that it is acting for another person);
23 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
24 (if within the United Kingdom) it and any person acting on
its behalf falls within Article 19(5) and/or 49(2) of the FPO 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;
25 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or a Relevant
Member State 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 than in circumstances which have not resulted and which
will not result in an offer to the public in the United Kingdom
within the meaning of section 85(1) of the FSMA or within the
meaning of the UK Prospectus Regulation, or an offer to the public
in any Relevant Member State of the EEA within the meaning of the
Prospectus Regulation and which will not result in any requirement
for the publication of a prospectus pursuant to the UK Prospectus
Regulation or the Prospectus Regulation;
26 if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus Regulation
and if it is within a Relevant Member State, it is a Qualified
Investor as defined in Article 2(e) of the Prospectus
Regulation;
27 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by Canaccord Genuity as an
authorised person under section 21 of FSMA and therefore is not
subject to the same controls applicable to a financial promotion
made by an authorised person;
28 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
29 its participation in the Placing would not give rise to an
offer being required to be made by it or any person with whom it is
acting in concert pursuant to Rule 9 of the City Code on Takeovers
and Mergers;
30 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the 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 the United
Kingdom or Relevant Member State other than Qualified Investors, or
in circumstances in which the express prior written consent of
Canaccord Genuity has been given to the offer or resale;
31 it has neither received nor relied on any inside information
(for the purposes of UK MAR and section 56 of the Criminal Justice
Act 1993 or other applicable law) about the Company in accepting
this invitation to participate in the Placing;
32 if it has received any confidential inside information (for
the purposes of UK MAR and section 56 of the Criminal Justice Act
1993 or other applicable law) about the Company in advance of the
Placing, it has not (i) dealt (or attempted to deal) in the
securities of the Company, (ii) encouraged, recommended or induced
another person to deal in the securities of the Company, or (iii)
disclosed such information to any person, prior to the information
being made publicly available;
33 neither Canaccord Genuity, nor any of its affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or for
any information previously published by or on behalf of the Company
or any other written or oral information made available to or
publicly available or filed information or any representation,
warranty or undertaking relating to the Company, and will not be
liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
34 none of Canaccord Genuity, the Company, any of their
respective affiliates, agents, directors, officers or employees,
the Vendor or his agents or any person acting on behalf 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 nor providing advice in relation to the Placing
nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance
of Canaccord Genuity's rights and obligations thereunder including
any rights to waive or vary any conditions or exercise any
termination right;
35 acknowledges and accepts that Canaccord Genuity may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, Canaccord Genuity will not make any
public disclosure in relation to such transactions;
36 Canaccord Genuity and its respective affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Canaccord Genuity and/or
any of its respective affiliates, acting as an investor for its or
their own account(s). Neither of Canaccord Genuity nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
37 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2017 (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;
38 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the UK MAR and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
39 it is not a person: (i) with whom transactions are prohibited
under the US 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; (ii) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law;
40 in order to ensure compliance with the Money Laundering
Regulations 2017, Canaccord Genuity (for itself and as agent on
behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Canaccord Genuity or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Canaccord
Genuity's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
Canaccord Genuity's or the Company's registrars', as the case may
be, absolute discretion. If within a reasonable time after a
request for verification of identity Canaccord Genuity (for itself
and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, Canaccord Genuity
and/or the Company may, at their absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment or transfer will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
41 it acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions 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, the
Vendor's or Canaccord Genuity's conduct of the Placing;
42 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
43 it irrevocably appoints any duly authorised officer of
Canaccord Genuity as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this Announcement;
44 the Company, the Vendor, Canaccord Genuity and others
(including each of their respective affiliates, agents, directors,
officers or employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements, which are given to Canaccord Genuity, on its own behalf
and on behalf of the Company and the Vendor and are
irrevocable;
45 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
46 time is of the essence as regards its obligations under this Appendix;
47 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Canaccord Genuity;
48 the Placing Shares will be issued or transferred subject to
the terms and conditions of this Appendix;
49 it irrevocably authorises the Company, the Vendor and
Canaccord Genuity to produce this Announcement pursuant to, in
connection with, or as maybe required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth in this Announcement;
50 it acknowledges that the basis of allocation will be
determined by Canaccord Genuity at its absolute discretion,
including as to the number of New Ordinary Shares and/or Sale
Shares making up its allocation of Placing Shares. The right is
reserved to reject in whole or in part and/or scale back any
participation in the Placing; and
51 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Vendor or
Canaccord Genuity 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Canaccord Genuity and each of their respective affiliates,
agents, directors, officers and employees and the Vendor and his
agents harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by Canaccord Genuity or the Company or each of their
respective affiliates, agents, directors, officers or employees or
the Vendor or his agents arising from the performance of the
Placee's obligations as set out in this Announcement, and further
agrees that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue or transfer Placing Shares to
Placees (or the persons for whom Placees are contracting as agent)
free of stamp duty and stamp duty reserve tax in the United Kingdom
relates only to the allotment and issue of New Ordinary Shares or
the transfer of the Sale Shares (as applicable) to Placees, or such
persons as they nominate as their agents, direct by the Company or
the Vendor (as applicable). Such agreement assumes that the Placing
Shares are not being acquired 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 related to any other dealings in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty
or stamp duty reserve tax and none of the Company, Canaccord
Genuity or the Vendor shall be responsible for such stamp duty or
stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and they should notify Canaccord Genuity
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect 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, transfer or delivery of Placing
Shares has given
rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company, Canaccord Genuity and the Vendor in
the event that either the Company, Canaccord Genuity and/or the
Vendor has incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Canaccord
Genuity for itself and on behalf of the Company and the Vendor in
Canaccord Genuity's capacity as agent for each of them and are
irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that Canaccord Genuity does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Canaccord Genuity may (in its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Canaccord Genuity, any money held in an account with
Canaccord Genuity on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the relevant rules and regulations of the FCA made
under FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules: as
a consequence this money will not be segregated from Canaccord
Genuity's money in accordance with the client money rules and will
be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
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 price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any market, stock exchange or
other facility other than AIM.
The rights and remedies of Canaccord Genuity, the Company and
the Vendor under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise or partial exercise of
one will not prevent the exercise of others.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by the London Stock Exchange, as amended
from time to time
"Announcement" this announcement, including the Appendix
"Appendix" the appendix to this Announcement
"Articles" the articles of association of the
Company
"Board" the board of directors of the Company
"Bookbuild" the process under which Canaccord,
on behalf of the Company and the Vendor,
will determine demand for participation
in the Placing by Placees on the terms
described in this Announcement and
the Placing Agreement
"Broker" or "Canaccord Canaccord Genuity Limited (registered
Genuity" in England and Wales with registered
number 01774003) whose registered office
is at 88 Wood Street, London EC2V 7QR
"certificated" or "in an Ordinary Share which is not in uncertificated
certificated form" form (that is, not in CREST)
"Circular" the circular to be sent to Shareholders
enclosing the Notice
"Closing Price" the closing middle market quotation
of an Ordinary Share
"Company" Beeks Financial Cloud Group Plc, a
public limited company (incorporated
and registered in Scotland with registered
number SC521839) whose registered office
is at Lumina Building, 40 Ainslie Road,
Hillington Park, Glasgow, Scotland
G52 4RU
"Companies Act" the Companies Act 2006 as amended
"CREST" the computerised settlement system
operated by Euroclear which facilitates
the transferring of title to shares
in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755), as amended
"Directors" the directors of the Company whose
names are set out in this Announcement
"Enlarged Share Capital" the Ordinary Shares in issue on Admission,
including the New Ordinary Shares
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary Shares" the 51,703,322 Ordinary Shares in issue
as at the date of this Announcement
"FCA" the Financial Conduct Authority
"Form of Proxy" the form of proxy for use at the General
Meeting and which will be enclosed
with the Circular
"FPO" the Financial Services and Markets
Act 2000 (Financial Promotion) Order
2005, as amended
"FSMA" the Financial Services and Markets
Act 2000, as amended
"General Meeting" the general meeting of the Company
to be convened by the Notice at 11:00
a.m. on 23 April 2021, or any adjournment
thereof
"Group" the Company and its subsidiary undertakings
(as defined in the Companies Act)
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 26 May 2021
"MAR" the Market Abuse Regulation (EU/596/2014)
"Money Laundering Regulations the Money Laundering, Terrorist Financing
2017" and Transfer of Funds (Information
on the Payer) Regulations 2017
"New Ordinary Shares" the new Ordinary Shares to be issued
by the Company in connection with the
Placing, such number of New Ordinary
Shares to be agreed by Canaccord Genuity
and the Company following completion
of the Bookbuild
"New Share Placing" the conditional placing by the Broker,
as agent for and on behalf of the Company,
of the New Ordinary Shares at the Placing
Price on the terms and subject to the
conditions of the Placing Agreement
"Notice" the notice of General Meeting to be
set out in the Circular
"Ordinary Shares" the ordinary shares of GBP0.00125 each
in the capital of the Company
"Overseas Shareholders" holders of Existing Ordinary Shares
who are neither resident in, nor have
a registered address in, the UK
"Placee" a person who is invited to and who
chooses to participate in the Placing
"Placing" the New Share Placing and the Sale
Share Placing
"Placing Agreement" the conditional agreement dated 6 April
2021 between the Company, Canaccord
Genuity and the Vendor relating to
the Placing
"Placing Price" the price at which each Placing Share
is to be placed as agreed by Canaccord
Genuity, the Company and the Vendor
"Placing Shares" the New Ordinary Shares and the Sale
Shares (if any) in connection with
the Placing
"Prospectus Regulation" the Prospectus Regulation (Regulation
(EU) 2017/1129) as amended from time
to time
"Regulation S" Regulation S under the Securities Act
"Regulatory Information a service approved by the FCA for the
Service" distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website,
http://www.fca.org.uk/
"Resolutions" the resolutions to be proposed at the
General Meeting as will be set out
in the Notice
"Sale Shares" certain Existing Ordinary Shares currently
held by the Vendor which may be sold
by the Vendor in connection with the
Placing, such number of Sale Shares
to be agreed by the Vendor, Canaccord
Genuity and the Company following completion
of the Bookbuild.
"Sale Share Placing" the conditional placing by the Broker,
as agent for and on behalf of the Vendor,
of the Sale Shares at the Placing Price
on the terms and subject to the conditions
of the Placing Agreement
"Securities Act" the United States Securities Act of
1933, as amended
"Shareholders" holders from time to time of Ordinary
Shares
"uncertificated " or recorded on a register of securities
"in uncertificated form" maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by
means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its territories,
or possessions, and any state of the
United States of America, the District
of Columbia and all areas subject to
its jurisdiction, or any political
subdivision thereof
"UK MAR" Regulation (EU) No 596/2014 on market
abuse (Market Abuse Regulation) as
it applies in England and Wales from
time to time as retained, amended,
extended or re-enacted on or after
31 December 2020
"UK Prospectus Regulation" the Prospectus Regulation as it applies
in England and Wales from time to time
as retained, amended, extended or re-enacted
on or after 31 December 2020
"US Person" has the meaning ascribed to that term
in Regulation S under the Securities
Act
"Vendor" Gordon McArthur
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