TIDMDKL
RNS Number : 2673N
Dekel Agri-Vision PLC
28 January 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX 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
DEKEL AGRI-VISION PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014. IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. 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.
Dekel Agri-Vision Plc
("Dekel" or the "Company")
Proposed Equity Fundraising to raise approximately GBP3
million
and launch of Retail Offer
Dekel Agri-Vision Plc , the West African focused agriculture
company, announces its intention to raise approximately GBP3.0
million by way of a placing ("Placing"), Subscription and Retail
Offer (in each case as defined below, and together the
"Fundraising") of new ordinary shares of EUR0.0003367 each in the
Company ("Ordinary Shares"). The Placing will be effected by way of
an accelerated bookbuild (the "Bookbuild"), at a price of 5 pence
per Ordinary Share (the "Placing Price").
The Bookbuild will open with immediate effect following release
of this announcement. A further announcement confirming the closing
of the Bookbuild and the number of new Ordinary Shares to be issued
pursuant to the Fundraising is expected to be made in due
course.
The Company intends to enter into subscription agreements with
Optiva Securities Limited and certain of its directors pursuant to
which they will subscribe for new Ordinary Shares (the
"Subscription Shares") at the Placing Price (the "Subscription").
The Placing is conditional on the completion of the
Subscription.
In addition to the Placing and Subscription, an offer will be
made by the Company on the PrimaryBid platform of new Ordinary
Shares (the "Retail Shares") at the Placing Price (the "Retail
Offer") equivalent of up to GBP500,000, to provide retail investors
with an opportunity to participate in the equity fundraise. A
separate announcement will be made shortly regarding the Retail
Offer and its terms. The Retail Offer is conditional on the
Placing, but the Placing is not conditional on the Retail
Offer.
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (which forms part of this
announcement, such announcement and the Appendix together being
this "Announcement").
Expected Use of Proceeds
Of the gross proceeds raised, the Company intends to use up to
GBP1.1m to acquire a further 16.7% interest in the large scale raw
cashew nut ('RCN') processing project at Tiebissou, Côte d'Ivoire
(the "Cashew Project"), which will increase the Company's interest
in the Project to 70.7%. It is expected that the consideration
payable in relation to this acquisition will be paid partially in
cash and partially by the issue of Company shares at the Placing
Price. Whilst discussions with the proposed vendor have taken
place, definitive terms in connection with this acquisition are yet
to be agreed, including the size of the interest to be acquired,
the final purchase price, and how much of that the purchase price
is to be settled in cash and/or Company shares. Accordingly, there
can be no guarantee that this transaction will take place. Further
updates will be made by the Board as appropriate.
The balance of the gross proceeds will be used as working
capital to strengthen the Company's balance sheet and also support
the cashew processing project at Tiebissou, as it commences first
production in Q2 2021.
Additional Information on the Fundraising and the Bookbuild
The final number of new Ordinary Shares to be issued pursuant to
the Fundraising (the "Fundraising Shares") will be determined
following the close of the Bookbuild. The Fundraising Shares, when
issued, will be fully paid and will rank pari passu in all respects
with the existing Ordinary Shares.
The Placing has been arranged by Arden Partners Plc (the "Nomad
and Joint Broker") in accordance with the terms and conditions set
out in the Appendix to this Announcement. The Bookbuild will
determine final demand for and participation in the Placing. The
Bookbuild is expected to close not later than 7.00 a.m. (London)
tomorrow, but may be closed at such earlier or later time as the
Nomad and Joint Broker, in their absolute discretion (following
consultation with the Company), determine.
Details of the result of the Fundraising will be announced as
soon as practicable after the close of the Bookbuild. Attention is
drawn to the detailed terms and conditions of the Placing described
in the Appendix (which forms part of this announcement). By
choosing to participate in the Fundraising and by making an oral
and legally binding offer to acquire Fundraising Shares, investors
will be deemed to have read and understood this announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in
the Appendix. The Company will not issue more Fundraising Shares
than it has the required authorities to issue, and accordingly
there will be no shareholder circular or General Meeting required.
Further updates will be provided as and when appropriate.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' 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.
Production Update
Further to the 'Full Year Production Update' for the Company's
palm oil operations at Ayenouan announcedon 11 January 2021,
positive momentum has been maintained and the January production
update, due on or around 10 February 2020, is likely to show a
material improvement in production on January 2020. This material
improvement is in line with expectations due to the peak harvest
season commencing later in 2020 as announced on 9 April 2020.
Further updates will be made by the Board as appropriate.
**S **
For further information please visit the Company's website or
contact:
Dekel Agri-Vision Plc
Youval Rasin
Shai Kol
Lincoln Moore +44 (0) 207 236 1177
Arden Partners Plc (Nomad and Joint Broker)
Paul Shackleton / Ruari McGirr /
Dan Gee-Summons (Corporate Finance)
Simon Johnson (Corporate Broking) +44 (0) 207 614 5900
Optiva Securities Limited (Joint Broker)
Christian Dennis
Jeremy King +44 (0) 203 137 1903
St Brides Partners Ltd (Investor Relations)
Frank Buhagiar
Cosima Akerman +44 (0) 207 236 1177
Notes:
To the extent that this Announcement contains certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance, a number of risks and
uncertainties exist. The Company cautions readers that any
forward-looking statement is no guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements.
A forward-looking statement can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "predict" or other words of similar meaning.
Examples of forward-looking statements include, amongst others,
statements regarding or which make assumptions in respect of the
planned use of the proceeds of the Fundraising, the liquidity
position of the Company, the future performance of the Company,
future foreign exchange rates, interest rates and currency
controls, the future political and fiscal regimes in the overseas
markets in which the Company operates, the Company's future
financial position, plans and objectives for future operations and
any other statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets, market
related risks such as changes in interest rates and foreign
exchange rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under International
Financial Reporting Standards ("IFRS") applicable to past, current
and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome
of pending and future litigation or regulatory investigations, the
success of future acquisitions and other strategic transactions and
the impact of competition. A number of these factors are beyond the
Company's control. As a result, the Company's actual future results
may differ materially from the plans, goals, and expectations set
forth in the Company's forward-looking statements.
Any forward-looking statement made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgement at
the date of this Announcement and are not intended to give any
assurance as to future results. Except as required by the Financial
Conduct Authority of the UK ("FCA"), the London Stock Exchange Plc
("London Stock Exchange"), the AIM Rules or applicable law, the
Company expressly disclaims any obligation or undertaking to
release publicly 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, 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.
NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN
THE UNITED STATES, UNITED KINGDOM OR ELSEWHERE. ALL OFFERS OF THE
NEW ORDINARY SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE
UK VERSION OF REGULATION (EU) NO 2017/1129 OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017, WHICH IS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED
FROM TIME TO TIME, (THE "PROSPECTUS REGULATION") FROM THE
REQUIREMENT TO PRODUCE A PROSPECTUS. THIS ANNOUNCEMENT IS BEING
DISTRIBUTED TO PERSONS IN THE UNITED KINGDOM ONLY IN CIRCUMSTANCES
IN WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMED ("FSMA") DOES NOT APPLY.
NO PROSPECTUS WILL BE MADE AVAILABLE IN CONNECTION WITH THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS
REQUIRED (IN ACCORDANCE WITH THE PROSPECTUS REGULATION) TO BE
PUBLISHED. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA AND THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS
(WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION)
("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING 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 "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
TERMS AND CONDITIONS SET OUT HEREIN 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 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY, AND IS THE SOLE
RESPONSIBILITY OF, THE COMPANY. NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO,
AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE
DIRECTORS OR THE COMPANY, OR BY ANY OF ITS OR THEIR RESPECTIVE
PARTNERS, EMPLOYEES, ADVISERS, 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. .
DISTRIBUTION OF THIS ANNOUNCEMENT 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 INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (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 ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND, 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 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 THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA, AND MAY NOT BE OFFERED,
SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Arden Partners Plc ("Arden") will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares , including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed : (i) to have read and understood this Announcement,
including this Appendix, in its entirety ; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings , contained in this Appendix.
In particular each such Placee represents, warrants and
acknowledges that :
a) 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 ;
b) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
c) 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; and
d) if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive, any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in a member state of
the EEA which has implemented the Prospectus Directive, or in
circumstances in which the prior consent of Arden has been given to
each such proposed offer or resale .
Details of the Placing Agreement, the Placing Shares and the
Bookbuild
Arden is acting as broker and bookrunner in connection with the
Placing and has entered into the placing agreement with the Company
(the "Placing Agreement") under which it has conditionally agreed
to use its reasonable endeavours to procure Placees to take up the
Placing Shares, on the terms and subject to the conditions set out
therein and in this Appendix. The Placing is not being
underwritten.
Arden will today commence the bookbuilding process to determine
demand for participation in the Placing by potential Placees. 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.
Arden shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute
discretion following consultation with the Company, determine.
The Placing Shares will, as from the date when they are issued,
be fully paid up and rank pari passu in all respects with the
existing Ordinary Shares then in issue.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of Arden.
Arden has absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings,
warranties and indemnities.
Arden has the right to terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Application for admission to trading
Application will be made to the London Stock Exchange for the
Fundraising Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the
Fundraising Shares , will commence at 8.00 a.m. on 3 February
2021.
Participation in, and principal terms of, the Placing
1. Arden is arranging the Placing as agent for the Company for
the purpose of procuring Placees at the Placing Price for the
Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be , and are , invited to participate by
Arden . Arden and its affiliates are entitled to enter bids as
principal in the Bookbuild.
3. The final number of Placing Shares will be agreed between
Arden and the Company following completion of the Bookbuild. The
final number of Placing Shares to be issued will be announced on a
Regulatory Information Service following completion of the
Bookbuild .
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Arden. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Placing Price. Bids may be scaled down on the basis referred to in
paragraph 7 below.
5. The Bookbuild is expected to close no later than 7 a.m.
(London time) on 29 January 2021 , but may be closed earlier or
later, at the discretion of Arden. Arden may, in agreement with the
Company, accept bids (either in whole or in part) that are received
after the Bookbuild has closed.
6. Each Placee's allocation of Placing Shares will be confirmed
to Placees orally by Arden following the close of the Bookbuild,
and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. The terms of this Appendix are deemed
to be incorporated in the form of confirmation. Arden's oral
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of Arden and the Company, pursuant to which
such Placee agrees to acquire the number of Placing Shares
allocated to it and to pay or procure payment of the Placing Price
in respect of such shares on the terms and conditions set out in
this Appendix and in accordance with the Company's corporate
documents. Except with the consent of Arden, such commitment will
not be capable of variation, revocation, termination or rescission
at either the time of such oral confirmation or any time
thereafter.
7. Subject to paragraphs 3 and 4 above, after consultation with
the Company as to the allocation of the Placing Shares to Placees,
Arden will, in effecting the Placing, determine the identity of the
Placees and the basis of allocation of the Placing Shares.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and, after confirmation (oral or
otherwise) by Arden, will be legally binding on the Placee on
behalf of which it is made and except with Arden's consent will not
be capable of variation, revocation, termination or rescission
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
Arden, to pay or procure payment 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
acquire and the Company has agreed to allot and issue to that
Placee.
9. Except as required by law or regulation, no press release or
other announcement will be made by Arden or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable and permissible by law)
waiver of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by Arden.
13. To the fullest extent permissible by law neither Arden nor
the Company nor any of their respective affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Arden nor
the Company, nor any of their respective affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Arden's conduct of the Bookbuild or
of such alternative method of effecting the Placing as Arden and
the Company may agree. Nothing in this paragraph excludes liability
of any person for fraud or fraudulent misrepresentation made by
that person.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Arden's obligations under the Placing Agreement are
conditional on certain conditions, including inter alia :
a) none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading at any time before Admission and no fact
or circumstance having arisen which would constitute a breach of
any such warranties;
b) the Company having complied with certain specified
obligations under the Placing Agreement (to the extent such
obligations fall to be performed prior to Admission) including the
Company allotting, conditional on Admission, the Placing Shares
subject to the Company's articles of association;
c) the Subscription having become unconditional in all respects
save for any conditions relating to the Placing Agreement or
Admission;
d) the delivery by the Company to Arden of certain documentary conditions precedent; and
e) Admission occurring at 8: 00 a.m. (London time) on 3 February
2021 ( or such later time and/or date, not being later than 8:00
a.m. (London time) on 25 February 2021 , as the Company and Arden
may otherwise agree ).
If : (i) any of the conditions contained in the Placing
Agreement , including those described above, are not fulfilled or
(where applicable and permissible by law) waived or extended in
writing by Arden by the relevant time or date specified (or such
later time or date as the Company and Arden may agree); or (ii)
prior to Admission, the Placing Agreement is terminated in
accordance with its terms including, inter alia, in the
circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
Arden may , at their discretion , extend the time for
satisfaction of, or, where applicable and permissible by law, waive
compliance by the Company with , the whole or any part of certain
of the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Arden shall have no liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision it 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 it 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
Arden.
During the period of 40 days after the later of the commencement
of the Placing and the closing of the Placing, the Placing Shares
may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (other than
Placing Shares sold pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act) and an offer or sale of the Placing Shares within
the United States during this period by any dealer (whether or not
participating in the Placing) may violate the registration
requirements of the Securities Act, if such offer or sale is made
otherwise than pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Terms used in this paragraph have the respective meanings
given to them by Regulation S under the Securities Act.
Right to terminate under the Placing Agreement
Arden may, after having to the extent practicable in the
circumstances consulted with the Company, at any time before
Admission of the Placing Shares terminate the Placing and the
Placing Agreement in accordance with its terms in certain limited
circumstances including, inter alia, if:
a) any statement contained in the Placing documents has, in the
opinion of Arden (acting reasonably), been discovered to be
materially untrue, incorrect or misleading; or
b) there has, in the opinion of Arden (acting reasonably), been
a material breach of any of the warranties or any other obligations
on the part of the Company under the Placing Agreement which is
material in the context of the Placing.
Arden may also, after having to the extent practicable in the
circumstances consulted with the Company, terminate the Placing
Agreement, in accordance with its terms if, at any time prior to
Admission of the Placing Shares, inter alia, there happens,
develops or comes into effect:
(a) any occurrence of any kind which (by itself or together with
any other such occurrence) in the reasonable opinion of Arden is
likely to materially and adversely affect the market's position or
prospects of the Dekel group taken as a whole; or
(b) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such
case, in the reasonable opinion of Arden is materially adverse to the Placing .
By participating in the Placing, Placees agree that the exercise
by Arden of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Arden
(acting in accordance with the terms of the Placing Agreement) and
that it need not make any reference to, or consult with, Placees
and that it shall have no liability to Placees whatsoever in
connection with any such exercise .
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in any contract note to be provided to individual
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
all other publicly available information previously published by
the Company by notification to a Regulatory Information Service 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 the
Company or Arden or any other person and neither the Company nor
Arden nor any other person will be liable for any Placee's decision
to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Group in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraud or fraudulent misrepresentation by that
person.
Registration and Settlement
Settlement of transactions in Depositary Interests representing
the Placing Shares (ISIN: CYC106502111) following Admission will
take place within the system administered by Euroclear UK &
Ireland Limited ("CREST"). Subject to certain exceptions , Arden
and the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by
such other means that they deem necessary if 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 the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Arden stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Arden and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares (or Depositary Interests representing the Placing Shares)
that it has in place with Arden .
It is expected that settlement for the Placing Shares will be on
3 February 2021 in accordance with the instructions set out in the
trade confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Arden's account and benefit, an amount equal to
the aggregate amount owed by the Placee. 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 penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares (or Depositary Interests representing
such shares) are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any
interests and penalties relating thereto) is payable in respect of
the allocation, allotment, issue, sale, transfer or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty
or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither Arden nor the Company shall be responsible for the payment
thereof.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably :
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3. acknowledges that the Placing does not constitute a
recommendation or financial product advice and that Arden have had
no regard to its particular objectives, financial situation or
needs;
4. acknowledges that none of Arden, the Company, nor any of
their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Arden, the Company, any
of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information;
5. acknowledges that the existing Ordinary Shares are listed on
AIM and that the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices under the AIM Rules, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or access such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Arden, nor its affiliates or any person acting on behalf of it, has
or shall have any liability for any information, representation or
statement contained in, or omission from, this Announcement or any
information previously published by or on behalf of the Company,
pursuant to applicable laws, and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
such Placee deems necessary or appropriate and sufficient to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given, or
representations , warranties or statements made, by Arden or the
Company nor any of their respective affiliates , agents, directors,
officers or employees and that none of Arden or the Company or any
such affiliate, agent, director, officer or employee will be liable
for any Placee's decision to accept an invitation to participate in
the Placing based on any other information, representation,
warranty or statement, provided that nothing in this paragraph
excludes the liability of any person for fraud or fraudulent
misrepresentation made by that person ;
7. acknowledges and agrees that it may not rely, and has not
relied, on any investigation that Arden, or any of its affiliates
or any person acting on its behalf, may have conducted with respect
to the Placing Shares or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing Shares or the accuracy, completeness or
adequacy of the information in this Announcement or any other
publicly available information; each Placee further acknowledges
that it has conducted its own investigation of the Company and made
its own assessment of the Placing Shares and has received all
information it believes necessary or appropriate in connection with
its investment in the Placing Shares;
8. acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares ;
9. acknowledges that none of Arden, or its representative
affiliates nor any person acting on behalf of any of them has or
shall have any liability for any information made publicly
available by or in relation to the Company or any representation,
warranty or statement relating to the Company or the Dekel group
contained therein or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraud or
fraudulent misrepresentation made by that person;
10. represents and warrants that: (i) it is and, at the time the
Placing Shares are subscribed for, will be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation
S; (ii) if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings and
acknowledgements herein on behalf of each such person; (iii) it is
not acquiring the Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
"general solicitation" or "general advertising" within the meaning
of Rule 502(c) of Regulation D of the Securities Act; and (iv) it
will not publish, distribute or transmit this Announcement or any
other document or information related to the Placing, by any means
or media, directly or indirectly, in whole or in part, in or into
or from the United States;
11. acknowledges that it understands that the Placing Shares
have not been, and will not be, registered under the Securities Act
and may not be offered, sold, resold or transferred, directly or
indirectly, in or into or from the United States, except in
accordance with Regulation S or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
12. acknowledges that in making any decision to acquire Placing
Shares it: (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for or purchasing the Placing Shares; (ii) will not
look to Arden for all or part of any loss it may suffer as a result
of any such subscription or purchase; (iii) is experienced in
investing in securities of this nature in this sector and is aware
that it may be required to bear, and is able to bear, the economic
risk of an investment in the Placing Shares; (iv) is able to
sustain a complete loss of an investment in the Placing Shares; and
(v) has no need for liquidity with respect to its investment in the
Placing Shares;
13. undertakes, unless otherwise specifically agreed with Arden
, that it is not and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of Australia, Canada, Japan or South Africa and further
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, Canada,
Japan or South Africa and, subject to certain exceptions, may not
be offered, sold, transferred, delivered or distributed, directly
or indirectly, in or into any of those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder , of Placing Shares (or
Depositary Interests representing such shares) will not give rise
to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services );
15. represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and the Market
Abuse Regulation (EU 596/2014); (ii) in connection with the laws of
all relevant jurisdictions which apply to it and it has complied,
and will fully comply, with all such laws (including where
applicable, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017) and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the FCA and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations; and it is permitted to subscribe for
Placing Shares in accordance with the laws of all relevant
jurisdictions which apply to it and it has have complied, and will
fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations
2017);
16. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person
it is duly authorised to do so and has full power to make the
acknowledgments, warranties, representations, undertakings, and
agreements herein on behalf of each such person;
17. if a financial intermediary, as that term is used in
Regulation 5 of the Prospectus Regulation, represents, warrants and
undertakes that the Placing Shares purchased 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 a Member State of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of Arden has been given to
the offer or resale;
18. represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
19. represents, warrants and undertakes that it has not offered
or sold and will not , prior to Admission, offer or sell any
Placing Shares to persons in the EEA 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
(within the meaning of the Prospectus Directive) in any member
state of the EEA;
20. represents, warrants and undertakes that 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 the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
21. represents, warrants and undertakes that it has complied and
will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
22. represents and warrants, if in a member state of the EEA ,
unless otherwise specifically agreed with Arden in writing, that it
is a "Qualified Investor";
23. represents and warrants, if in the United Kingdom, that it
is a person: (i) having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order; or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement may otherwise lawfully be communicated;
24. acknowledges and agrees that no action has been or will be
taken by any of the Company, Arden, or any person acting on behalf
of the Company or Arden that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
25. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that, to
the best of its knowledge and belief it has not taken any action or
omitted to take any action which will or may result in Arden, the
Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
26. undertakes that it (and any person acting on its behalf)
will make or procure payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as Arden may in their
sole discretion determine and without liability to such Placee, who
will remain liable for any amount by which the net proceeds of such
sale fall short of the product of the relevant Placing Price and
the number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any penalties) which may arise upon such placing or
sale of such Placee's Placing Shares;
27. acknowledges neither Arden, nor any of its affiliates,
agents, directors, officers or employees are making any
recommendations to it or 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 Arden in connection with its
participation in the Placing and that Arden has no duty nor
responsibility to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of their respective rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right ;
28. undertakes that the person whom it specifies for
registration as holder of the Placing Shares (or Depositary
Interests representing such shares) will be: (i) itself; or (ii)
its nominee, as the case may be. Neither Arden nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes resulting from a failure to
observe this requirement;
29. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (including an dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make or procure payment for the
Placing Shares may be taken by the Company and/or Arden 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;
30. except as set out in clause 32 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
31. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (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)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
32. represent, warrants and undertakes that its purchase of
Placing Shares is in full compliance with applicable laws and
regulations;
33. agrees that the Company, Arden and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements,
agreements, and undertakings which are given to Arden on its own
behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises the Company, Arden to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
34. acknowledges that neither the Company nor Arden owes any
fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement; and
35. acknowledges and agrees that its commitment to take up
Placing Shares on the terms set out in this Announcement (including
this Appendix) will continue notwithstanding any amendment that may
now or in the 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
or Arden's conduct of the Placing.
The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company as well as Arden and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (
and/ or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Arden will be
responsible and the Placees shall indemnify the Company, Arden on
an after-tax basis for any stamp duty or stamp duty reserve tax
paid by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
Arden accordingly. Placees are advised to consult with their own
advisers regarding the tax aspects of their subscription for
Placing Shares.
Neither the Company nor Arden are liable to bear any transfer
taxes that arise on a sale of Placing Shares (or Depositary
Interests representing such shares) subsequent to their acquisition
by Placees or for transfer taxes arising otherwise than under the
laws of the United Kingdom. Each Placee should, therefore, take its
own advice as to whether any such transfer tax liability arises and
notify Arden accordingly. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold Arden and the Company and
their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK 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 (or, in each case, Depositary Interests representing such
shares).
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Arden and any of its affiliates may ,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares .
When a Placee or person acting on behalf of the Placee is
dealing with Arden , any money held in an account with Arden 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 the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Arden's money in accordance
with the client money rules and will be used by Arden in the course
of their own business and the Placee will rank only as a general
creditor of Arden .
All times and dates in this Announcement may be subject to
amendment. Arden shall notify the Placees and any person acting on
behalf of the Placees of any changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
IOEQVLFLFFLLBBF
(END) Dow Jones Newswires
January 28, 2021 11:30 ET (16:30 GMT)
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