TIDMCVR
RNS Number : 4703Z
Conviviality PLC
15 December 2017
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, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN CONVIVIALITY PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CONVIVIALITY
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("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.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS USED IN THIS
ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN THE APPIX.
15 December 2017
Conviviality Plc
("Conviviality", the "Company" or the "Group")
Proposed acquisition of the Central Convenience retail business
and proposed placing to raise GBP30.0 million
Conviviality Plc (AIM: CVR), the UK's leading independent
alcohol wholesaler and distributor of alcohol and impulse products,
serving consumers through its franchised retail outlets and through
hospitality and food service, is pleased to announce that its
wholly-owned subsidiary, Bargain Booze Limited ("BBL") has offered
to acquire the business and assets of 109* convenience stores and
the rights as franchisor of a further 18 franchisee-operated stores
trading under the fascia 'Central Convenience' ("Central
Convenience") from WS Retail Ltd ("WSR"), for a cash consideration
of GBP25.0 million (the "Acquisition"). WSR is a wholly-owned
subsidiary of Palmer & Harvey McLane Limited (in
administration) ("P&H") which entered administration on 28
November 2017.
If the offer is accepted, the Company will fund the Acquisition
through the completed placing of 8,000,000 new ordinary shares of
GBP0.0002 each in the capital of the Company (the "Placing
Shares"), at a price of 375 pence per Placing Share (the "Placing
Price") to raise gross proceeds of GBP30.0 million (the "Placing").
The Placing is conditional inter alia on the Acquisition being
completed by 4.30 p.m. today and has been fully underwritten by
Investec Bank plc ("Investec"), the Company's sole bookrunner,
broker and nominated adviser.
The Company will issue a further announcement today to update on
the satisfaction (or otherwise) of this condition.
Acquisition Highlights
-- Central Convenience provides enhanced scale and reach for the Conviviality Retail division:
o Strengthening the Group's retail presence, particularly in the
south and south west of England;
o Adding, in aggregate, 127 convenience stores including 20
petrol forecourts, stores incorporating 47 Post Offices and 18
franchisee operated stores; and
o Securing wholesale supply to owned and franchised stores,
allowing the Group to realise further economies of scale;
-- The Acquisition is expected to facilitate acceleration of the
Group's strategy to satisfy customers who wish to consume alcoholic
beverages at home or out of home, whatever the occasion, serving
customers directly via retail outlets and indirectly through
hospitality and foodservice channels.
-- Together, the Acquisition and the Placing are expected to be
earnings enhancing in the Group's first full financial year of
ownership of Central Convenience.
-- For the 53 weeks ended 8 April 2017, WSR generated unaudited
turnover of c. GBP75.7 million** and unaudited EBITDA of c. GBP3.5
million**.
-- The directors of the Company (the "Directors") believe that
potential exists for operational, buying and distribution synergies
to be realised from the proposed combination of Central Convenience
and Conviviality Retail.
-- The Acquisition will be completed on and by 4.30 p.m. today if the offer is accepted.
Placing Highlights
-- The Placing, which has been fully underwritten by Investec,
comprises the issue of 8,000,000 Placing Shares at a price of 375
pence per Placing Share.
-- The Placing is conditional, inter alia, WSR accepting BBL's
offer and the Acquisition being completed by no later than 4.30pm
today (or such later time as Investec and the Company may agree)
and Admission occurring on or before 19 December 2017.
-- The net proceeds of the Placing will be used to, inter alia, fund the Acquisition.
-- The Placing Price represents a 0.79 per cent. discount to the
closing middle market price of 378 pence per ordinary share of
GBP0.0002 each in the capital of the Company ("Ordinary Share") on
14 December 2017, being the last practicable date prior to the date
of this Announcement.
-- The Placing Shares are to be allotted under the authorities
granted to the Directors at the Company's AGM on 7 September 2017,
utilising the authority granted in connection with
acquisitions.
-- Application has been made to the London Stock Exchange for
the Placing Shares to be admitted to trading on AIM ("Admission")
and Admission is expected to take place on 19 December 2017.
* subject to leases being assigned to BBL post completion of the
Acquisition
**as per management accounts
Diana Hunter, Chief Executive Officer of Conviviality, said:
"We are pleased to have finalised terms for a potential
acquisition of Central Convenience as it provides a clear
opportunity to accelerate the growth and reach of the existing
Conviviality Retail business, notably broadening our geographic
footprint in the south and south west of England. The acquisition,
if effected, will support our strategic goal to be the drinks and
impulse sector's leading independent distributor and we believe
that potential exists for a range of synergies and increased
returns for Conviviality's shareholders. We look forward to
welcoming colleagues from Central Convenience to the Conviviality
Group."
Enquiries:
Conviviality Plc Tel: 01270 614 700
Diana Hunter, Chief Executive Officer
Mark Moran, Chief Financial Officer
Investec Bank plc (Sole Bookrunner, Broker and Nominated
Adviser) Tel: 020 7597 5970
Garry Levin / David Flin / Daniel Adams / Alex Wright / Henry
Reast /
Neil Coleman
FTI Consulting Tel: 020 3727 1000
Jonathon Brill / Georgina Goodhew / Fiona Walker
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Ciaran Stone, Group Head of Legal &
Company Secretary.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms of and conditions to, the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to subscribe for 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.
IMPORTANT NOTICES
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
Announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been, and will
not be, registered under the United States Securities Act of 1933
and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public
offering of securities is being made in the United States.
This Announcement may contain and the Company may make verbal
statements containing "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
respective 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 (including to meet the requirements of the AIM Rules,
MAR, the Prospectus Rules and/or the FSMA), 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 statements are based. The price of
the shares and any income from them may go down as well as up and
investors may not get back the full amount invested on disposal of
such shares.
All subsequent oral or written forward-looking statements
attributed to Conviviality or any persons acting on its behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
Announcement are based on information available to the directors of
the Company at the date of this Announcement, unless some other
time is specified in relation to them, and the posting or receipt
of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth herein since such
date.
Investec Bank plc is authorised by the Prudential Regulatory
Authority ("PRA") and regulated in the United Kingdom by the PRA
and the Financial Conduct Authority ("FCA") and is acting
exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
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 Investec Bank plc or by any of its
affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to, or publicly available to, any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement contains certain financial measures that are
not defined or recognised under IFRS, including adjusted EBITDA
(being earnings before interest, tax, depreciation, amortisation).
Information regarding these measures is sometimes used by Investors
to evaluate the efficiency of a company's operations and its
ability to employ its earnings toward repayment of debt, capital
expenditures and working capital requirements. There are no
generally accepted principles governing the calculation of these
measures and the criteria upon which these measures are based can
vary from company to company. These measures, by themselves, do not
provide a sufficient basis to compare the Company's performance
with that of other companies and should not be considered in
isolation or as a substitute for operating profit or any other
measure as an indicator of operating performance, or as an
alternative to cash generated from operating activities as a
measure of liquidity.
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 years would necessarily match or exceed the
historical published earnings per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement is for information purposes only and does not
itself constitute an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities in the
Company and does not constitute investment advice.
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States of America, its territories and
possessions, any state of the United States and the District of
Columbia (the "United States"), Australia, New Zealand, Canada,
Japan or South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of United States, Australian, Canada, New
Zealand, Japanese or South African securities laws. The
distribution of this Announcement in other jurisdictions may be
restricted by law and persons into whose possession this
Announcement comes should inform themselves about, and observe, any
such restrictions.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Neither
this Announcement, nor any part of it, nor the fact of its
distribution shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
In particular, the Placing Shares have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws or
with any securities regulatory authority of any state or other
jurisdiction of the United States and accordingly the Placing
Shares may not be offered, sold, pledged or transferred, directly
or indirectly, in, into or within the United States except pursuant
to an exemption from the registration requirements of the
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There is no intention to
register any portion of the Placing in the United States or to
conduct a public offering of securities in the United States or
elsewhere.
Proposed acquisition of the Central Convenience retail business
and proposed placing to raise GBP30.0 million
Introduction
Conviviality is pleased to announce that its wholly-owned
subsidiary, BBL, has offered to acquire the business and assets of
109* Central Convenience stores and the right as franchisor of a
further 18 Central Convenience stores, from WSR, a wholly-owned
subsidiary of P&H, for a cash consideration of GBP25.0 million.
P&H entered administration on 28 November 2017.
The Company will fund the Acquisition through the Placing. The
Placing has been fully underwritten by Investec, the Company's sole
bookrunner, broker and nominated adviser.
The terms of the offer made by BBL require the Acquisition to be
completed by 4.30 p.m. today. The Placing is conditional inter alia
on the Acquisition being completed by no later than 4.30 p.m.
today. The Company will issue a further announcement today to
update on the satisfaction (or otherwise) of this condition.
* subject to leases being assigned to BBL post completion of the
Acquisition
Information on Central Convenience
Central Convenience was founded in 2012 as a subsidiary of
P&H and, together with its franchisees, has grown to operate,
in aggregate, 127 convenience stores across the south and south
west of England.
109 of the Central Convenience stores are owned and operated by
WSR. Of these, 20 are on petrol forecourts, operating under a range
of petrol brands including BP, Murco, Texaco, Esso and Gulf, and 47
include post offices. 18 stores are owned and operated by
franchisees.
Many of the stores offer a typical range of newspapers, alcohol,
tobacco and convenience offerings with many also offering lottery,
coffee and ATM machines.
Central Convenience is currently managed by a dedicated team
based in Ringwood, Hampshire
WSR's business is profitable, having generated unaudited EBITDA
for the 53 week period to 8 April 2017 of approximately GBP3.5
million *(GBP1.6m as per the audited statutory accounts for the 52
week period to 2 April 2016 ("FY16") unaudited profit before
taxation for the 53 week period to 8 April 2017 of GBP2.8 million
*(GBP0.8 million as per the audited statutory accounts for FY16)
and unaudited turnover of GBP75.7 million for the 53 week period to
8 April 2017* (GBP55.0 million as per the audited statutory
accounts for FY16). As at 8 April 2017, the unaudited book value of
the business and assets being acquired as part of the Acquisition
was GBP23.0 million (FY16: GBP15.9 million).
*as per management accounts for the 53 week period to 8 April
2017.
**as per unaudited draft statutory accounts for the 53 week
period to 8 April 2017.
Background to and reasons for the Acquisition and the
Placing
Conviviality has significant strength and expertise in the
drinks and convenience market with the potential for further
growth. The Group's mission is to satisfy all of its customers who
wish to consume alcoholic beverages at home or out of home,
whatever the occasion, serving customers directly via retail
outlets and indirectly through hospitality and foodservice, through
its three trading divisions: Conviviality Direct; Conviviality
Retail and Conviviality Trading.
Conviviality Retail and its franchisees currently operate 709
retail stores under a number of fascias including Bargain Booze,
Select Convenience and Wine Rack. Store numbers have remained
largely static as the Group has rationalised its store estate by
closing or terminating franchises for underperforming stores and
investing in new stores that meet higher standards in order to
improve contribution to the Group.
The Directors recognise the benefits of securing additional
scale in Conviviality Retail by acquiring a good quality chain of
retail stores in geographies where it is under-represented in the
highly fragmented convenience retail market.
The Directors consider Central Convenience to be a good quality
retail chain with limited overlap with Conviviality's existing
estate. Only seven Central Convenience stores are within one mile
of an existing Conviviality store.
The increased scale of the enlarged retail business afforded if
the Acquisition is completed should allow the Group to realise
further efficiencies, with an opportunity to address duplication as
potential organisational, buying, distribution and revenue
synergies are realised from the combination of the businesses.
Together, if completed, the Acquisition and the Placing are
expected to be earnings enhancing in Conviviality's financial year
ending April 2019.
Strategy, Synergies and Post-Acquisition Plan
Strategy
Post--Acquisition, Conviviality intends to build on the
strengths of the Central Convenience business, in the short term,
continuing to operate stores under their current brands, but to
then transition them to Conviviality Retail fascias over a three to
six month period. The majority of the stores are currently expected
to be converted to 'Select Convenience' fascias with up to four to
be converted into 'Bargain Booze' fascias.
Conviviality will also maintain the current supply chain in the
short term with a view to transitioning most of the supply to
Conviviality over the first four weeks following completion of the
Acquisition and review and rationalise 'direct to store' suppliers
to key local providers.
As part of the Group's colleague engagement and reassurance
plan, the Company intends to visit all of the acquired sites within
the first 10 days of ownership. Additionally, to ensure continuity
of WSR's retail operations and that current commercial arrangements
are maintained, the Group intends to secure the contracts of
certain key teams and individuals.
The Company will also review the pipeline of new store
acquisitions and proposed new franchisees of the Central
Convenience business which were already underway before the
Acquisition. A review of operations and the Central Convenience
head office are expected to give rise to operational efficiencies
and synergies. By building greater scale through the Acquisition,
the Group has the potential to realise lower costs through buying
and distribution synergies and improved organisational
efficiency.
Synergies
A key part of the integration plan is to conduct a detailed
evaluation, immediately post-Acquisition, of potential synergies
that could be generated from the two businesses and develop a
detailed plan to deliver the benefits of these, including
renegotiating material IT contracts and relocating certain IT
hardware to the Group's Crewe office. The Company has significant
experience in conducting this level of analysis and delivering the
plans to realise the benefits.
It is the Directors' intention to integrate the Central
Convenience business and back office functions fully into the
Conviviality Retail business.
Principal terms of the Acquisition
BBL has offered to acquire the business and assets of the
Central Convenience business operated by WSR. This offer is capable
of acceptance before 4.30 p.m. today (or such later time and date
as Investec and the Company may agree) and if accepted by way of
entry into a business and asset purchase agreement by WSR and its
authorised officers (together the "Sellers") (the "Acquisition
Agreement"), the Acquisition will be completed immediately.
Pursuant to the Acquisition Agreement, BBL shall acquire the entire
business, assets and goodwill of WSR, including an assignment of
the agreements with franchisees, for an aggregate cash
consideration of c. GBP25.0 million, to be paid in cash on or
before 22 December 2017, following receipt of the net Placing
proceeds.
Use of proceeds
The gross proceeds of the Placing will be used as follows:
-- GBP25.0 million to fund the consideration payable in respect of the Acquisition
-- c.GBP1.0 million to fund capital expenditure on the Central
Convenience stores including store refurbishments and IT
upgrades
-- c.GBP1.5 million to fund the cost of the Acquisition and the Placing
-- c.GBP2.5 million to fund the immediate integration costs and
short term working capital needs of the acquired business and
assets.
Trading update
There has been no change to the performance of the Company since
its announcement dated 7 November 2017, with Conviviality
continuing to perform in line with the Directors' expectations for
the 52 week period ending 29 April 2018.
Update on P&H
P&H, previously a supplier and customer of the Conviviality
Retail business, went into administration on 28 November 2017. The
Group has successfully implemented its business continuity plans
and has secured direct supply of tobacco products from the key
tobacco manufacturers, ensuring continuity of supply following
P&H's administration.
The Placing
The Company has conditionally raised GBP30.0 million (before
expenses) (approximately GBP28.5 million net) by way of a placing
of 8,000,000 Placing Shares with new and existing institutional
investors at the Placing Price. The Placing Shares will represent
approximately 4.4 per cent. of the Enlarged Share Capital
immediately following Admission. The Placing Price represents a
discount of approximately 0.79% per cent. to the closing middle
market price of 378 pence per Ordinary Share on 14 December 2017
(being the latest practicable date prior to the publication of this
Announcement). The Placing is being fully underwritten by
Investec.
The Placing is conditional inter alia, on the Acquisition being
effected by no later than 4.30 p.m. today (or such later time and
date as Investec and the Company may agree) and Admission occurring
on or before 19 December 2017 (or such later time and date as
Investec and the Company may agree, being not later than 31
December 2017).
The Placing Shares will rank pari passu in all respects with
each other and with all other Ordinary Shares.
Upon Admission, the Company's Enlarged Share Capital will
comprise 183,269,386 Ordinary Shares. The Company does not hold any
shares in treasury. The figure of 183,269,386 Ordinary Shares may
be used by shareholders following Admission as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change in their interest in, the
share capital of Conviviality under the FCA's Disclosure Guidance
and Transparency Rules.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Investec has
agreed to act as agent for the Company to procure Placees for the
Placing Shares at the Placing Price with institutional investors.
The Placing is being fully underwritten by Investec.
The Placing Agreement contains warranties from the Company in
favour of Investec in relation to, inter alia, the accuracy of the
information in this Announcement, certain financial information and
other matters relating to the Group and its business. In addition,
the Company has agreed to indemnify Investec in relation to certain
liabilities it may incur in respect of the Placing. Investec may
elect to terminate the Placing in certain circumstances prior to
Admission, in particular, in the event of a material breach of the
warranties given to Investec in the Placing Agreement, the failure
of the Company to comply with any of its obligations under the
Placing Agreement, the occurrence of a force majeure event or a
material adverse change in (amongst other things) the financial or
political conditions in the United Kingdom (which in the opinion of
Investec, acting in good faith, adversely affects, or makes it
inadvisable to proceed with the Placing), any circumstance arising
giving rise to a claim under the indemnity or an adverse change in
the financial or trading position or prospects affecting the
business of the Group (which would make it impractical or
inadvisable to proceed with the Placing). Notwithstanding that
Investec may elect to terminate the Placing in such circumstances,
Investec's underwriting obligation terminates only in the event
that the Acquisition has not been completed by 4:30p.m. on 15
December 2017 (or such later time and date as Investec and the
Company may agree) and/or Admission has not occurred by 19 December
2017 (or such later date as Investec and the Company may agree,
being no later than 31 December 2017). The Placing Agreement is not
subject to any right of termination after Admission.
Settlement and dealings
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will occur and dealings will commence at 8.00 a.m.
on or around 19 December 2017 on which date it is also expected
that the Placing Shares will be enabled for settlement in the
system administered by Euroclear UK & Ireland Limited
("CREST").
Placing statistics
Number of Ordinary Shares in
issue before the Placing 175,269,386
--------------------------------------- ----------------
Number of Placing Shares to
be issued pursuant to the Placing 8,000,000
--------------------------------------- ----------------
Placing Price 375 pence
--------------------------------------- ----------------
Gross proceeds of the Placing GBP30.0 million
--------------------------------------- ----------------
Estimated net proceeds of the GBP28.5 million
Placing
--------------------------------------- ----------------
Number of Ordinary Shares in
issue and number of voting rights
in the Company immediately following
the Placing 183,269,386
--------------------------------------- ----------------
Placing Shares as a percentage 4.4 per cent
of the Enlarged Share Capital
--------------------------------------- ----------------
Expected timetable of principal events
Admission and dealings in the 19 December 2017
Placing Shares expected to commence
on AIM
-------------------------------------- --------------------
Where applicable, expected date 19 December 2017
for CREST accounts to be credited
for Placing Shares in uncertificated
form
-------------------------------------- --------------------
Where applicable, expected date by 22 December 2017
for despatch of definitive share
certificates in respect of Placing
Shares in certificated form
-------------------------------------- --------------------
Notes:
1. Reference to times are to London times unless otherwise stated.
2. The dates and times given in this Announcement are based on
the Company's current expectations and may be subject to
change.
3. Any changes to the timetable set out above will be announced
via a Regulatory Information Service.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, JAPAN, OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR
APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO EXAMINED OR APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("QUALIFIED INVESTORS"), BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR
SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, IN THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "US
SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
UNLESS REGISTERED UNDER THE US SECURITIES ACT OR EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY INVESTEC OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES, BRANCHES, ADVISERS, CONSULTANTS OR
AGENTS OR ANY OTHER PERSON AS TO, OR IN RELATION TO, THE ACCURACY
OR COMPLETENESS OF THE ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE,
ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
No action has been taken by the Company, Investec, or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction, other than the UK, where action for that purpose
is required.
This Announcement or any part of it does not constitute or form
part of an offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, New Zealand 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.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South African Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares; and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan, the Republic of South Africa or New
Zealand. 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 New
Zealand or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Details of the Placing
The Company has entered into an agreement dated 15 December 2017
with Investec (the "Placing Agreement") under which, on the terms
and subject to the conditions set out in the Placing Agreement,
Investec , as agent for and on behalf of the Company, has agreed to
procure Placees for the Placing Shares at the Placing Price. The
Placing is being fully underwritten by Investec.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with the existing issued Ordinary
Shares, including the right to receive dividends and other
distributions declared or made in respect of the Ordinary Shares
following Admission.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of Investec.
Investec has absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings,
warranties and indemnities.
Investec has the right to terminate the Placing Agreement in
certain circumstances, details of which are set out below.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
Application for admission to trading
Application has been made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional, inter alia, upon certain conditions in the Placing
Agreement being satisfied and the Placing Agreement not having been
terminated in accordance with its terms.
It is expected that Admission will become effective at 8.00 a.m.
on 19 December 2017 and that dealings in the Placing Shares will
commence at that time.
Participation in, and principal terms of, the Placing
Investec is acting as sole bookrunner, broker and nominated
adviser to the Company in connection with the Placing and as agent
for and on behalf of the Company in relation to the Placing.
Investec, which is authorised by the PRA and regulated in the
United Kingdom by the PRA and the FCA, is acting exclusively for
the Company and no one else in connection with the matters referred
to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of Investec or for providing advice in relation to the
matters described in this Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Investec to participate.
Each of Investec and any of their respective affiliates is entitled
to participate in the Placing as principal.
The price per Placing Share is fixed at 375 pence and is payable
to Investec by all Placees.
Each Placee's allocation will be confirmed orally to such Placee
by Investec, as agent of the Company and a contract note will be
dispatched as soon as possible thereafter. That oral confirmation
will constitute an irrevocable, legally binding commitment upon
that person (who at that point will become a Placee) in favour of
the Company and Investec to subscribe for the number of Placing
Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
articles of association of the Company. Except with Investec's
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
Each Placee's allocation and commitment will be evidenced by a
contract note issued to such Placee by Investec which will confirm
the number of Placing Shares allocated, the Placing Price and the
aggregate amount owed by such Placee to Investec. The terms of this
Appendix will be deemed incorporated in that contract note.
Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to Investec (as agent for the
Company), to pay on Admission to Investec (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
subscribe for and the Company has agreed to allot and issue to that
Placee.
Each Placee will be deemed to have read and understood this
Appendix in its entirety, to be participating in the Placing upon
the terms and subject to the conditions contained in this Appendix
and to be providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
All obligations under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions to the
Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
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.
To the fullest extent permitted by law and applicable FCA rules,
none of (i) Investec, (ii) any of Investec's affiliates, agents,
directors, officers, employees or consultants, (iii) to the extent
not contained within (i) or (ii), any person connected with
Investec as defined in FSMA ((ii) and (iii) being together
"affiliates" and individually an "affiliate" of Investec) shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) to Placees or to any person other than the
Company in respect of the Placing. In particular, neither Investec
nor any of its affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of
Investec's conduct of the Placing or of such alternative method of
effecting the Placing as Investec and the Company may agree.
Conditions to the Placing
The Placing is conditional upon:
1. inter alia the entry by the parties thereto into, and
completion of, the Acquisition Agreement occurring in each case by
no later than 4.30 p.m. on 15 December 2017 (or, such later time
and date as Investec and the Company may agree);
2. the Company confirming to Investec immediately prior to
Admission, inter alia, that no circumstance giving rise to a right
to terminate the Placing has arisen;
3. the Acquisition Agreement remaining in full force and effect
and the Company complying with its obligations under the
Acquisition Agreement to the extent that they fall to be performed
before Admission;
4. none of the warranties in the Placing Agreement being or
having become untrue, inaccurate or misleading in any respect at
any time before the Placing Agreement would otherwise become
unconditional and no fact, matter or circumstance having arisen
which would render any of the warranties therein untrue, inaccurate
or misleading at any time (by reference to facts, matters and
circumstances subsisting from time to time) save in each case to
the extent which Investec, in its absolute discretion, considers it
is not material in the context of the Acquisition, the Placing and
Admission;
5. the Placing Shares having been allotted, subject only to
Admission, credited as fully paid to the Placees (or to Investec or
such other person(s) as Investec may nominate, as the case may
be);
6. the Company having complied with its obligations under the
Placing Agreement to the extent such obligations fall to be
performed prior to Admission;
7. no matter having arisen before Admission which might
reasonably be expected to give rise to a claim for indemnification
by Investec under the Placing Agreement;
8. in the opinion of Investec (acting in good faith) there
having been no adverse change in the financial or trading position
or prospects of the Group which would be likely to prejudice the
success of the Placing or which would make it impractical or
inadvisable to proceed with the Placing and Admission;
9. Admission occurring by not later than 8.00 a.m. on 19 December 2017; and
10. Investec not having elected to terminate the obligations of
Placees to subscribe for Placing Shares in accordance with, and in
the circumstances set out in, the Placing Agreement,
(all such conditions to the Placing in the Placing Agreement
being together, the "conditions").
If any of the conditions to the Placing are not fulfilled within
the stated time periods for their fulfilment (or such later time
and/or date as Investec may agree in writing with the Company), or
the Placing is terminated in the circumstances referred to under
"Termination of the Placing" below, the Placing will lapse, the
Placee's rights and obligations shall cease and terminate at such
time, all monies received from Placees pursuant to the Placing
shall be returned to Placees without interest, at the risk of the
Placees 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 Investec
in its absolute discretion by notice in writing to the Company and
Investec may also agree in writing with the Company to extend the
time for satisfaction of any condition. Any such extension or
waiver will not affect Placees' commitments as set out in this
Appendix.
Investec may elect to terminate the Placing in certain
circumstances, details of which are set out below.
None of Investec or any of its respective affiliates, agents,
directors, officers, employees or consultants 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 Investec.
Notwithstanding that the Placing may not proceed in the
circumstances set out above, Investec's underwriting obligation
terminates only in the event that the Acquisition has not been
completed by 4:30p.m. on 15 December 2017 (or such later time and
date as Investec and the Company may agree) and/or if Admission has
not occurred by 19 December 2017 (or such later date as Investec
and the Company may agree being not later than 31 December
2017).
Termination of the Placing
Investec may elect to terminate the Placing at any time prior to
Admission if:
1. there shall develop, occur or come into effect any
substantial change in national or international political,
military, diplomatic, terrorist, monetary, industrial, economic,
financial or stock market conditions which would be likely to
prejudice the success of the Placing or which would make it
impracticable or inadvisable to proceed with the Acquisition or the
Placing or with Admission; or
2. there has been an adverse change in the financial or trading
position or prospects of the Group which in the opinion of
Investec, acting in good faith, would be likely to prejudice the
success of the Placing or which would make it impractical or
inadvisable to proceed with the Acquisition, the Placing or with
Admission; or
3. the Company fails to comply in any material respect with its
obligations under the Acquisition Agreement, the Placing Agreement
or with the requirements of any laws or regulations (including the
AIM Company Rules) in relation to the Acquisition or the Placing or
Admission; or
4. any fact, matter or circumstance has arisen which constitutes
or may constitute a material breach of any of the warranties
contained in the Placing Agreement in the context of the
Acquisition, the Placing and/or Admission or which indicates that
any of the warranties contained therein has become or may become
materially untrue, inaccurate or misleading in the context of the
Acquisition, the Placing and/or Admission by reference to the facts
and circumstances subsisting from time to time up to and including
Admission; or
5. any statement contained in any of the Placing Documents has
become untrue, inaccurate or misleading which Investec (acting
reasonably) considers to be material in the context of the Placing
and/or Admission or matters have arisen which would, if the Placing
Documents were issued at that time, constitute an omission
therefrom which Investec (acting reasonably) considers to be
material in the context of the Placing and/or Admission and such
matter may not be addressed by the publication of a further
document or the making of an announcement.
6. any material breach of the Acquisition Agreement has occurred.
7. the Acquisition Agreement is terminated or rescinded.
8. any matter or circumstance which might give rise to a claim
under the indemnities in the Placing Agreement.
If Investec elects to terminate the Placing in the circumstances
set out above, the rights and obligations of each Placee in respect
of the Placing as described in this Appendix shall cease and
terminate at such time, all monies received from Placees without
interest, at the risk of the Placee and no claim can be made or on
behalf of by any Placee (or any person on whose behalf the Placee
is acting) in respect thereof.
By participating in the Placing, each Placee agrees with
Investec that the exercise by Investec of any right of termination
or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of Investec and that
Investec need not make any reference to such Placee and that none
of Investec or any of its affiliates, agents, directors, officers,
employees or consultants 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 with the
Company and Investec 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 Investec of a contract note
confirming each Placee's allocation and commitment in the
Placing.
Notwithstanding that Investec may elect to terminate the Placing
in the circumstances set out above, Investec's underwriting
obligation terminates only in the event that the Acquisition has
not been completed by 4:30p.m. on 15 December 2017 (or such later
date and time as Investec and the Company may agree) and/or if
Admission has not occurred by 19 December 2017 (or such later time
as Investec and the Company may agree, being no later than 31
December 2017).
No prospectus
No prospectus or 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
(including this Appendix) and subject to any further terms set
forth in the contract notes to be sent to individual Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of
Investec or the Company or any other person and none of Investec,
the Company or any other person acting on such person's behalf nor
any of their affiliates, agents, directors, officers, employees or
consultants 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 which the
Placees may have obtained or received. 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.
Registration and settlement
Investec will act as settlement agent in respect of the
Placing.
Settlement of transactions in the Placing Shares (ISIN:
GB00BC7HSF74) following Admission will take place within the system
administered by CREST, subject to certain exceptions. Investec
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees in certificated
form if, in Investec's opinion, delivery or settlement is not
possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a contract note in accordance with the standing arrangements in
place with Investec, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Investec and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with
Investec.
The Company will deliver the Placing Shares to a CREST account
operated by Investec as agent for the Company and Investec will
enter its delivery (DEL) instruction into the CREST system.
Investec will hold any Placing Shares delivered to this account as
nominee for the Placees. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
It is expected that settlement will take place on 19 December
2017 in accordance with the instructions set out in the contract
note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Investec.
Each Placee agrees that, if it does not comply with these
obligations, Investec may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to 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.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees with Investec (for itself and as
agent on behalf of the Company) that (save where Investec expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement (including this
Appendix) and any other Placing Documents in their entirety and its
acquisition of the Placing Shares is subject to the terms and
conditions of the Placing as referred to and included in this
Appendix;
2. no prospectus or offering document has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM (collectively "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that the Placee is able to obtain or access such information or
comparable information concerning any other publicly traded company
without undue difficulty;
4. (i) 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; (ii) neither Investec nor the Company nor any of their
respective affiliates, agents, directors, officers, employees or
consultants or any person acting on its or their behalf has
provided, or will provide, it with any material regarding the
Placing Shares in addition to this Announcement; and (iii) it has
not requested Investec or the Company nor any of their respective
affiliates, agents, directors, officers, employees or consultants
or any person acting on its or their behalf to provide it with any
such information;
5. the content of this Announcement is exclusively the
responsibility of the Company and that neither Investec nor any of
its or their respective affiliates, agents, directors, officers,
employees or consultants or any person acting on its or their
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or elsewhere;
6. neither Investec nor the Company nor any of their respective
affiliates, agents, directors, officers, employees or consultants
or any person acting on its or their behalf has made any
representations to it, express or implied, with respect to the
accuracy, completeness or adequacy of any Exchange Information and
each of them expressly disclaims any liability in respect thereof
(save that nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation);
7. the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and that it has not received or relied on any
information given, or any representations, warranties or statements
made, by Investec or the Company nor any of their affiliates,
agents, directors, officers, employees or consultants or any person
acting on its or their behalf and neither Investec nor the Company
nor any of their affiliates, agents, directors, officers, employees
or consultants or any person acting on its or their behalf will be
liable for its decision to accept an invitation to participate in
the Placing based on any information, representation, warranty or
statement other than that contained in this Appendix;
8. it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing (save for any information
set out in this Announcement);
9. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges, agrees and
undertakes that it will pay the total subscription amount in
accordance with the terms of this Appendix on the due time and date
set out herein or in the relevant contract note, failing which the
relevant Placing Shares may be placed with other Placees,
subscribed for by Investec as principal or sold at such price as
Investec determines;
10. it and/or each person on whose behalf it is participating:
(i) is entitled to subscribe for the Placing Shares under the laws
and regulations of all relevant jurisdictions; (ii) has fully
observed such laws and regulations; (iii) has the requisite
capacity and authority and is entitled to enter into and to perform
its obligations as a subscriber for Placing Shares and will honour
such obligations; and (iv) has obtained all necessary consents and
authorities (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
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 Placing Shares;
11. 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, Australia, New Zealand, Canada, the 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, Australia, New
Zealand, Canada, the Republic of South Africa or Japan or in any
country or jurisdiction where any such action for that purpose is
required;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of South Africa or New
Zealand, 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 South Africa or New Zealand and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
13. it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (ii) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. For such purposes, it 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;
14. it has only communicated or caused to be communicated, and
will only communicate or cause to be communicated, any invitation
or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that Investec has not approved this
Announcement in its capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
15. 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 FSMA in respect of anything done in, from otherwise involving
the United Kingdom);
16. it will not make any 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 elsewhere in
the EEA prior to Admission, except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom for the purposes of section 85(1) of FSMA or an
offer to the public in any other member state of the EEA within the
meaning of the Prospectus Directive (which includes any relevant
implementing measure in any Member State of the EEA);
17. it has not been engaged to subscribe for the Placing Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client, as described
in section 86(2) of FSMA;
18. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (i) 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 (ii) it is and will remain liable to the Company and/or
Investec 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);
19. no action has been or will be taken by any of the Company,
Investec or any of their respective affiliates 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;
20. 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 2007 (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;
21. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the EU Market
Abuse Regulation (No. 596/2014) and the Proceeds of Crime Act 2002
and confirms that it has and will continue to comply with those
obligations;
22. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, 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;
23. it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that neither Investec
nor the Company nor any of their respective affiliates or any
person acting on behalf of them will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing, and agrees to indemnify the Company and Investec on an
after-tax basis in respect of the same, on the basis that the
Placing Shares will be allotted to the CREST stock account of
Investec who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
24. neither Investec nor any of its affiliates nor 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;
25. neither Investec, its affiliates nor any person acting on
behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into
in connection with the Placing and that its participation in the
Placing is on the basis that it is not and will not be a client of
Investec and Investec has no duties or responsibilities to it for
providing the protections afforded to its clients or customers
under the rules of the FCA, for providing advice in relation to the
Placing, in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
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. In addition, any
payment by it will not be treated as client money governed by the
rules of the FCA;
26. in order to ensure compliance with the Money Laundering
Regulations 2007, Investec (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 Investec or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Investec's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Investec'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
Investec (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, Investec and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
27. Investec and each of its affiliates, each 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, Investec and/or any of its
respective affiliates acting as an investor for its or their own
account(s). Neither Investec 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;
28. 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 (on behalf
of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Investec 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;
29. the Company and Investec (including each of their respective
affiliates, agents, directors, officers, employees and consultants)
will rely upon the truth and accuracy of the foregoing agreements,
acknowledgements, representations, warranties and undertakings
which are given to Investec, on its own behalf and on behalf of the
Company, and are irrevocable;
30. it irrevocably appoints any duly authorised officer of
Investec 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 Appendix;
31. (i) it has knowledge and experience in financial, business
and international investment matters and is required to evaluate
the merits and risks of subscribing for the Placing Shares; (ii) it
is experienced in investing in securities of this nature and 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; and (iii) it has relied upon its own
examination and due diligence of the Company and its associates,
taken as a whole, and the terms of the Placing, including the
merits and risks involved;
32. 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;
33. time is of the essence as regards its obligations under this
Appendix;
34. 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 Investec;
35. it will be bound by the terms of the articles of association
of the Company;
36. the Placing Shares will be issued subject to the terms and
conditions of the Placing Agreement and this Appendix; and
37. its commitment to subscribe for Placing Shares on the terms
set out in this Appendix and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that it will have no right to be consulted
or require that their consent be obtained with respect to the
Company's or Investec's conduct of the Placing.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, and Investec and each of their respective affiliates,
agents, directors, officers, employees and consultants 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 the
Company, and/or Investec and each of their respective affiliates,
agents, directors, officers, employees and consultants arising from
the performance of the Placee's obligations as set out in this
Appendix, and further agrees that the provisions of this Appendix
shall survive after completion of the Placing.
The agreement to allot and issue 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 their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. 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
neither the Company nor Investec 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 Investec
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 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 and Investec in the event that either
the Company and/or Investec have incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Investec for
itself and on behalf of the Company and are irrevocable and will
survive completion of the Placing.
Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Investec 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.
When a Placee or person acting on behalf of the Placee is
dealing with Investec, any money held in an account with Investec
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. Each Placee
acknowledges and agrees 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 Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business; and the Placee will rank only as
a general creditor of Investec.
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.
All times and dates in this Announcement are to London time and
may be subject to amendment.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. Forward-looking statements
may and often do differ materially from actual results. Any
forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. While the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or by the AIM Rules, the Company undertakes no
obligation to publicly release the results of any revisions to any
forward-looking statements in this Announcement that may occur due
to any change in the Directors' expectations or to reflect events
or circumstances after the date of this Announcement.
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 stock exchange other than
the London Stock Exchange.
DEFINITIONS
In addition to the terms previously defined, the following
definitions apply throughout this Appendix unless the context
otherwise requires:
"AIM" AIM, the market of that name operated by the London Stock
Exchange;
"AIM Rules" the AIM rules for Companies, incorporating guidance
notes, published by the London Stock Exchange as at the date of
this Announcement;
"Announcement" this announcement;
"Appendix" the appendix to this Announcement;
"EEA" European Economic Area;
"Enlarged Share Capital" the entire issued share capital of the
Company immediately following the issue and allotment of the
Placing Shares;
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act of 2000 (as
amended);
"Investec" Investec Bank plc, a company incorporated in England
and Wales with registered number 489604;
"LIBOR" the London Interbank Offered Rate;
"London Stock Exchange" London Stock Exchange plc;
"Placee" a person who participates in the Placing;
"Placing Documents" together the Presentation and
Announcement;
"PRA" the Prudential Regulation Authority in the UK;
"Presentation" the presentation by the Company in the marketing
of the Placing to institutional investors;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"US Securities Act" the US Securities Act of 1933, as amended;
and
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQGGGCPPUPMUMA
(END) Dow Jones Newswires
December 15, 2017 02:28 ET (07:28 GMT)
Conviviality (LSE:CVR)
Historical Stock Chart
From Apr 2024 to May 2024
Conviviality (LSE:CVR)
Historical Stock Chart
From May 2023 to May 2024