THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS
ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, REPUBLIC OF IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS
ANNOUNCEMENT, 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 APPENDICES DO NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES OF DRUMZ PLC IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. THE
DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPENDIX III
OF THIS ANNOUNCEMENT.
5 April
2023
DRUMZ PLC
(“Drumz” or the “Company”)
Acquisition of
Acuity Risk Management Limited
Approval of waiver
of obligations under Rule 9 of the Takeover Code
Placing and
Subscription of 32,222,222 New Ordinary Shares at 4.5 pence per share
Share
Reorganisation
Admission to
trading on AIM
Change of Name
and
Notice of General
Meeting
Drumz plc (AIM: DRUM), the investing company focused on
building value in technology, is pleased to announce that it has
conditionally agreed terms to acquire Acuity Risk Management
Limited (“ARM”), a supplier of Governance, Risk, Compliance
(“GRC”) software and services. Drumz currently owns 25 per
cent. of the issued share capital of ARM and it is proposing to
acquire the balance of the issued and to be issued share
capital.
Highlights
· Acquisition of ARM
for a total consideration of approximately £3.6 million.
The Consideration will be satisfied by the payment of £0.5 million
in cash and the issue of 45,709,570 New Ordinary Shares which at
closing mid-market price of 6.75
pence per Existing Ordinary Share on 3 April 2023 as adjusted by the Share
Reorganisation, being the latest practicable date prior to the
publication of this announcement, are valued
at £3.1 million.
- In addition, Acquisition Options over 2,420,506 New Ordinary
Shares may be granted to the Founders in the event that the
Company’s share price does not at any time exceed an average of
6.99 pence on any five consecutive
trading days during the three months immediately following
Admission.
- A conditional placing and subscription to raise £1.45 million
(before expenses) by the issue of 32,222,222 New Ordinary
Shares at a price of 4.5 pence per
New Ordinary Share (the Issue Price represents a discount of
approximately 33.3 per cent. to the Closing Price.
- Clear Capital has been appointed as a Joint Broker with
immediate effect
- The key performance indicators of ARM are:
- monthly recurring revenue: £0.14 million as at 28 February 2023 (30
September 2022: £0.13 million, 31
March 2022: £0.10 million)
- forward contracted revenue: £2.17 million as at 28 February 2023 (30
September 2022: £1.99 million, 31
March 2022: £2.17 million)
- renewal rate: 96 per cent. as at 28
February 2023 (30 September
2022: 96 per cent., 31 March
2022: 82 per cent.)
- sales pipeline: £3.83 million as at 22
March 2023 (30 September 2022:
£1.67 million, 31 March 2022: £1.36
million).
· Subject to, inter
alia, shareholder approval and admission to trading on AIM, the
Acquisition and Placing are expected to complete on 25 April 2023.
· Subject to, inter
alia, shareholder approval and admission to trading on AIM, the
Company will change its name to Acuity RM Group plc and TIDM will
be (AIM:ACRM)
The acquisition of ARM will constitute a reverse takeover
pursuant to Rule 14 of the AIM Rules for Companies and as such will
require Shareholder approval. The Admission Document is being
posted today to shareholders which sets out in more detail the
background and reasons for the Acquisition, the Placing,
Subscription, Change of Name, and certain other proposals and also
includes a notice of General Meeting. A General Meeting of the
Company is being convened for 10:00
a.m. on 24 April 2023 at the
offices of Marriott Harrison LLP 80 Cheapside London EC2V 6EE. The
Admission Document will be available on the Company's
website: www.drumzplc.com and following Admission on
Company’s new website: www.acuityrmgroup.com.
Angus Forrest, CEO of Drumz
said: “We are delighted to announce Drumz’s acquisition of
Acuity Risk Management Ltd (Acuity). Over the past two and a
half years we have worked closely with the Acuity
team. Since we invested the business has taken greater
control of its activities particularly sales and marketing
resulting in consistent growth and improvement in the Key
Performance Indicators. We believe this is a very
exciting time and stage in the Company’s development as it expands
its activities in North America,
the world’s largest market for Governance, Risk and Compliance
(GRC). GRC is a large market - $14bn in 2022 rising to $27bn in 2027 (MarketsandMarkets).”
Simon Marvell, CEO of ARM
said: “Drumz has been a great supporter of Acuity since
its original investment in September 2020. Over the
intervening period, Drumz has helped us to strengthen our
commercial team and grow the business. We operate
in a large and fast-growing market so we are delighted and excited
to be proceeding with this transaction which we believe will help
us to raise our profile as a public company and further accelerate
development of the business and its expansion in new
markets”.
The expected timetable of principal events is set out in
Appendix II to this Announcement. Capitalised terms have the
meaning set out in Appendix III to this Announcement.
For further information:
| Drumz plc |
020 3582
0566 |
| Angus Forrest, Chief Executive Officer |
|
| WH Ireland (NOMAD & Joint Bookrunner) |
www.whirelandcb.com |
| Mike Coe / Sarah Mather |
020 7220
1666 |
|
|
| Peterhouse Capital Limited (Joint Bookrunner) |
|
| Lucy Williams / Duncan Vasey |
020 7469 0936 |
Clear Capital Markets Limited (Joint
Bookrunner)
Andrew Blaylock |
020 3869 6080 |
|
|
ADDITIONAL
INFORMATION
- Introduction
On 5 April 2023, the Company
announced that it had conditionally agreed terms to acquire Acuity
Risk Management Limited (“ARM”), a supplier of Governance, Risk,
Compliance (“GRC”) software and services. Drumz currently owns 25
per cent. of the issued share capital of ARM and it is proposing to
acquire the balance of the issued and to be issued share capital
for a total consideration of approximately £3.6 million. The
Consideration will be satisfied by the payment of £0.5
million in cash and the issue of 45,709,570 New Ordinary Shares
which at the Closing Price are valued at £3.1 million. In addition,
Acquisition Options over 2,420,506 New Ordinary Shares may be
granted to the Founders in the event that the Company’s share price
does not at any time exceed an average of 6.99 pence on any five consecutive trading days
during the three months immediately following Admission.
The Company also announces that it has conditionally
raised £1.45 million (before expenses) pursuant to a Placing and
Subscription, with certain institutions and other investors,
through the proposed issue of 32,222,222 New Ordinary Shares at a
price of 4.5 pence per New Ordinary
Share. The Placing and Subscription are conditional (amongst other
things) upon the passing of certain resolutions in order to ensure
that the Directors have the necessary authorities and powers to
allot the New Ordinary Shares.
The Issue Price represents a discount of approximately 33.3 per
cent. to the Closing Price.
In conjunction with the Acquisition, Placing and Subscription
the Existing Directors believe it is appropriate to undertake a
share reorganisation to simplify the number and pricing of the
Company’s Existing Ordinary Shares. Details of the Share
Reorganisation which will comprise a consolidation and sub-division
are set out in paragraph 6 below.
The Directors believe that it is appropriate, should the
Acquisition be approved by Shareholders at the General Meeting and
be completed, that the name of the Company be changed to Acuity RM
Group plc to reflect the business of the Enlarged Group.
The Placing, and Subscription, Acquisition and Change of Name
are conditional (amongst other things) upon the passing of certain
resolutions in order to ensure that the Directors have the
necessary authorities and powers to allot the New Ordinary Shares.
As a result, a number of proposals are to be put to Shareholders at
the General Meeting.
The Acquisition, if completed, will constitute a reverse
takeover of the Company under Rule 14 of the AIM Rules and is,
therefore, subject to the approval of Shareholders at the General
Meeting.
The Founders are presumed to be acting in concert for the
purposes of the Takeover Code. On Admission the Concert Party will
hold 44,973,171 New Ordinary Shares, as a result of the
issue of the Concert Party Consideration Shares, representing
approximately 37.16 per cent. of the Enlarged Ordinary Share
Capital. In addition if all the Acquisition Options, held by or to
be issued to the Founders were exercised (and no other Options or
Adviser Warrants were exercised) the Founders would hold a total of
47,393,677 New Ordinary Shares, representing 38.39 per cent. of the
Company’s then issued New Ordinary Share capital. Under
Rule 9 of the Takeover Code, the Concert Party would normally be
obliged to make an offer as a result of the (1) Concert Party
Consideration Shares and (2) the exercise of the Acquisition
Options, to all Shareholders (other than the Concert Party) to
acquire their New Ordinary Shares for cash at the Closing Price.
The Panel has agreed to waive this obligation, subject to the
approval of the Independent Shareholders on a poll of the Waiver
Resolution at the General Meeting.
On completion of the Acquisition and readmission to AIM the
Company will own 100 per cent. of the shares of ARM and be treated
as a trading company for the purposes of the AIM Rules. The
Enlarged Group’s strategy will be to develop its business to
deliver long term, sustainable growth in shareholder value. In the
short to medium term this is expected to come from organic growth
and thereafter may also come from complementary acquisitions.
2. Background on the Company and reasons for the
Acquisition
Drumz was incorporated under the name J. Billam Limited in 1935
and in 1964 it became a public company with its shares traded on
the London Stock Exchange. In June
1995, its name changed to Billam PLC and in 1997 its shares
were admitted to AIM. In 2000, it became an investing company on
AIM. It subsequently changed its name to Energiser Investments plc
in 2008 and to Drumz in 2020. Drumz is an investing company
admitted to trading on AIM with an investment policy focused
principally, but not exclusively, on acquiring investments in
technology businesses based in Europe.
Drumz currently has two investments, being a 25 per cent.
shareholding in ARM and a 5.85 per cent. legacy shareholding in
KCR. Drumz is proposing to acquire the remaining issued shares and
to be issued shares in ARM as part of the Proposals. Further
details on ARM are set out in paragraph 3 below. KCR is an AIM
listed property business focused on the residential sector and the
Existing Directors are looking to dispose of this investment, which
is outside the Company’s current investment policy. However, in
common with many smaller companies, there is limited liquidity in
the shares of KCR and therefore the Board is not able to give a
view on when or if a disposal of this investment might be
effected.
On 4 September 2020, Drumz
acquired a 20 per cent. stake in ARM and Angus Forrest was appointed chairman of the
board of ARM as a board representative of Drumz. On 6 September 2021 Drumz exercised an option to
acquire a further five per cent., thereby increasing its
shareholding to 25 per cent.
Since Drumz’s investment, the focus of the ARM Directors has
been on increasing the commercialisation of ARM. Contract terms
have been revised and all sales of ARM’s risk management software,
STREAM®, have been on a SaaS or private cloud (on-premise)
subscription basis. Sales and marketing activities have been
revised and strengthened, with a new digital marketing programme
and the sales team has been strengthened through a combination of
recruitment, training and management. This has resulted in several
new customer wins including a major UK broadcaster, a US technology
company and a German engineering company. STREAM® is currently
being used by around 70 organisations, across the UK, Germany, US and other territories.
ARM has demonstrated strong growth over the past two years and
the Existing Directors believe that there continue to be
opportunities for rapid organic expansion and therefore the
Acquisition presents the Company and its Shareholders with what the
Directors believe is an exciting opportunity.
Accordingly, the Existing Directors propose that, subject to
approval of the Resolutions by the Shareholders at the General
Meeting, the Company should acquire the entire issued share capital
of ARM not already owned by Drumz.
3. Summary information on ARM
ARM was incorporated on 18 December
2019 as a limited company and commenced trading in
March 2020 when it acquired the trade
and assets of Acuity RM LLP.
ARM is an established provider of risk management services.
ARM’s award-winning STREAM® is a GRC software
platform, which collects data about organisations to improve
business decisions and management. It is used by around 70
organisations in markets including government, utilities, defence,
broadcasting, manufacturing and healthcare. Most customers use it
for managing cybersecurity and IT risks and for compliance with ISO
27001 and other standards and regulations.
STREAM® is sold on a SaaS or private cloud delivery
(on-premise) basis, typically with a three year licence, invoiced
annually in advance. Sales are made directly through the Company’s
own sales team and via a growing network of partners in the UK and
the US.
The Directors believe that Acuity is well placed to continue to
build market share in the growing GRC market which was valued at
c.$14.9 billion in 2022 and is
expected to grow strongly to c.$27.1
billion in 2027, as more organisations accept the need and
importance to manage the risks affecting them (Source:
MarketsandMarketsTM).
ARM is headquartered and operates from its office in the UK
(London). ARM currently employs or
contracts with 19 people, all of whom are UK based.
The table below sets out a summary of financial information on
ARM, prepared in accordance with IFRS, for the periods indicated.
As this is only a summary, Shareholders are advised to read
the Admission Document and not rely solely on this
summarised information.
Summary historical
financial information of ARM
|
|
|
Unaudited |
Unaudited |
|
Audited |
Audited |
Six |
Six |
|
Year |
Period* |
months |
months |
|
ended |
ended |
ended |
ended |
|
31
March |
31 March 30 September 30 September |
|
2022 |
2021 |
2022 |
2021 |
|
£’000 |
£’000 |
£’000 |
£’000 |
| Revenue |
1,558 |
1,226 |
853 |
735 |
| Gross profit |
1,455 |
1,123 |
788 |
683 |
| EBITDA** |
(319) |
(411) |
(289) |
(185) |
| Loss from
operations |
(525) |
(599) |
(385) |
(293) |
*Being the period from incorporation
on 18 December 2019
**Earnings before interest, tax,
depreciation and amortisation
The Directors believe that two of the largest drivers of
enterprise value for a business using a SaaS/ subscriptions model
are growth rate and scale. Since Drumz invested in ARM, ARM has
been focused on building its commercial infrastructure to enable it
to accelerate its growth and achieve greater scale.
- Principal terms of the Acquisition
On 5 April 2023, the Company
entered into the Acquisition Agreements with the Founders and the
Option Holders pursuant to which the Company has conditionally
agreed to acquire the entire issued and to be issued share capital
of ARM, not already owned by Drumz. The Sellers comprise (i) the
Founders and (ii) the Option Holders (who are certain employees of
ARM that have been granted options over shares in ARM).
The Company entered into the SPA with the Founders on
5 April 2023. The options held by the
Option Holders will be exercised and the shares issued as a result
of that exercise shall be acquired by the Company on Completion
pursuant to the terms of the Option Holder SPAs, which were entered
into by the Company and each of the Option Holders on 5 April 2023.
The total consideration for the Acquisition is £3.6 million, to
be satisfied as to £0.5 million payable in cash and 45,709,570 New
Ordinary Shares with a value of £3.1 million at the Closing
Price.
In addition, Acquisition Options over 2,420,506 New Ordinary
Shares have been granted to the Founders in the event that the
Company’s share price does not at any time exceed an average of
6.99 pence on any five consecutive
trading days during the three months immediately following
Admission.
The Cash Consideration and 44,973,171 Consideration Shares will
be paid/issued to the Founders pursuant to the SPA. 736,399
Consideration Shares will be issued to the Option Holders pursuant
to the Option Holder SPAs.
Completion is conditional, inter alia, on the approval of the
Resolutions at the General Meeting, Admission and no material
adverse change having occurred in respect of ARM prior to
Completion.
Pursuant to the SPA, the Founders have also agreed to enter into
new service agreements with the Company and have entered into the
Lock-in Deeds.
- Change of Name
To reflect the new direction of the Company, the Board is
proposing to change the name of the Company to:
“Acuity RM Group plc”
The change of name will become effective once the Registrar of
Companies has issued a new certificate of incorporation on the
change of name. This is expected to occur on or around 2 May 2023. The tradeable instrument display
mnemonic (“TIDM”) of the Company is expected to change to AIM:ACRM
effective from 8.00 a.m. on or around
2 May 2023.
- Share Reorganisation
The Directors believe that the Company’s current capital
structure, with 419,822,048 Existing Ordinary Shares of 0.1p each
in issue and a share price at a fraction of a penny, is unwieldly
in volume for a company of Drumz’s market capitalisation and should
therefore be simplified. The Share Reorganisation will, if
implemented, result in a smaller number of shares in issue, which
the Existing Directors believe is more appropriate for a company of
Drumz’s size, and will allow the Company’s share price to be traded
at a more realistic level.
In addition, there are several hundred shareholders with
holdings of shares which are worth less than £19 and which the
Directors believe are simply uneconomic and/or unviable for
shareholders to trade. Furthermore the cost of administering the
register of shareholders and circularising them as required by law
and by the Articles is disproportionately high.
For these reasons the Directors consider it both appropriate and
beneficial to the Company and to the Shareholders to undertake the
Share Reorganisation.
Under the Share Reorganisation, 1,952 new Ordinary Shares will
be issued at a price of 0.1p per share to ensure that as part of
the Share Reorganisation an exact whole number of Consolidated
Ordinary Shares is issued. Following this, the Ordinary Shares in
issue at the Record Date will be consolidated into Consolidated
Ordinary Shares on the basis of one Consolidated Ordinary Share for
every 2,000 Ordinary Shares. Each Consolidated Ordinary Share will
then be sub-divided into 200 New Ordinary Shares and 1,800 New
Deferred Shares.
Most Shareholders will not, at the Record Date, hold a number of
Existing Ordinary Shares that is exactly divisible by the
consolidation ratio. The result of the Consolidation, if approved,
will be that such Shareholders will be left with a fractional
entitlement to a resulting New Ordinary Share. Any such fractions
as a result of the Consolidation will be aggregated and, following
the Sub-division, the Directors will (in accordance with the
Articles) sell the aggregated shares in the market for the benefit
of the relevant Shareholders.
The proceeds from the sale of the fractional entitlements shall
be distributed pro rata amongst the relevant Shareholders save that
where a Shareholder is entitled to an amount which is less than £10
it will (in accordance with the Articles) not be distributed to
such Shareholder but will be retained for the Company’s
benefit.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary
Shares.
The New Deferred Shares created as a result of the Sub-division
will have the same rights and restrictions as the Existing Deferred
Shares. These rights are minimal, thereby rendering the Deferred
Shares effectively valueless. The rights attaching to the Deferred
Shares can be summarised as follows:
- they will not entitle holders to receive any dividend or other
distribution or to receive notice or speak or vote at general
meetings of the Company;
- they will have no rights to participate in a return of assets
on a winding up;
- they will not be freely transferable;
- the creation and issue of further shares will rank equally or
in priority to the Deferred Shares;
- the passing of a resolution of the Company to cancel the
Deferred Shares or to effect a reduction of capital shall not
constitute a modification or abrogation of their rights; and
- the Company shall have the right at any time to purchase all of
the Deferred Shares in issue for an aggregate consideration of
£1.00.
There are no immediate plans to purchase or to cancel the
Deferred Shares, although the Directors propose to keep the
situation under review.
Shareholders who hold more than 2,000 Existing Ordinary Shares,
before the Share Reorganisation, will continue to hold
approximately the same percentage of the Company’s ordinary share
capital post the Share Reorganisation. However, Shareholders will
be diluted by the issue of the Consideration Shares, the Placing
Shares, the Subscription Shares and the Adviser Shares.
Existing share certificates will cease to be valid following the
Share Reorganisation. New share certificates in respect of the New
Ordinary Shares will be issued by first class post at the risk of
the Shareholder within 10 business days of Admission. No
certificates will be issued in respect of the New Deferred Shares,
nor will CREST accounts of Shareholders be credited in respect of
any entitlement to the New Deferred Shares. No application will be
made for the New Deferred Shares to be admitted to trading on AIM
or any other investment exchange.
CREST Shareholders will have their CREST accounts credited with
their New Ordinary Shares following Admission, which is expected to
be on 25 April 2023.
- Details of the Placing and
Subscription
The Company has raised approximately £1.45 million (before
expenses) pursuant to the Placing, through the proposed issue of
31,000,000 Placing Shares by the Company at the Issue Price. The
Company has raised a further approximately £55,000 (before
expenses) pursuant to the Subscription, through the proposed issue
of 1,222,222 Subscription Shares by the Company at the Issue Price.
The Placing and Subscription Shares in aggregate represent
approximately 26.6 per cent. of the Enlarged Ordinary Share
Capital).
After the expenses of the Proposals, estimated to be £0.55
million (excluding VAT) in total, of which £50,000 will be settled
by the issue of the Adviser Shares, the Company is expected to
received approximately £0.95 million from the Placing. WH Ireland
have agreed that part of the fees and commissions payable under the
Placing Agreement will be satisfied via the issue by the Company of
the Adviser Shares, treated as fully paid, on Admission.
The Issue Price represents a discount of 33.3 per cent. to the
Closing Price .
The Existing Directors (other than Nick
Clark) intend to subscribe for up to 2,000,000 New Ordinary
Shares (a total aggregate amount of approximately £90,000 at the
Issue Price) as part of the Placing and Subscription. This
intention is not legally binding and any subscriptions by the
Existing Directors pursuant to the Placing and Subscription will be
announced through the Regulatory News Service.
The Placing and Subscription are conditional, among other
matters, on the passing of the Resolutions to be proposed at the
General Meeting granting authority to the Directors to allot the
New Ordinary Shares on a non-pre-emptive basis and on
Admission.
The Company, the Directors and Joint Bookrunners have entered
into the Placing Agreement relating to the Placing which contains
customary warranties from the Company in favour of the Joint
Bookrunners in relation to, inter alia, the accuracy of the
information in the Admission Document and other matters relating to
the Company, ARM and the Enlarged Group’s business. In addition,
the Company has agreed to indemnify the Joint Bookrunners in
relation to certain liabilities that they may incur in respect of
the Placing.
- Use of Placing and Subscription proceeds
The net proceeds of the Placing and Subscription are expected to
be approximately £0.95 million and are intended to be used for:
- the Cash Consideration of £0.5 million;
- the further expansion of the technical and sales and marketing
team and from Q4 2023 investment in STREAM® (particularly the
development of its web application) of approximately £0.3 million
and;
- additional working capital for the Enlarged Group of
approximately £0.15 million.
As at 28 February 2023, the
amounts owed to and from certain ARM Directors will be settled in
full, resulting in a net outflow of approximately
£80,175.
9. Existing Directors, Proposed Director and
corporate governance
The Existing Directors will remain on the Board post Admission
and Simon Marvell will be appointed
to the Board effective from and conditional on Admission.
On Admission the Board will comprise:
- Simon Bennett, Independent
Non-Executive Chairman
- Angus Forrest, Chief Executive
Officer
- Simon Marvell, Executive
Director
- Nick Clark, Non-Executive
Director
- John Wakefield, Independent
Non-Executive Director
It is expected that Simon Marvell
will retire as a Director during the course of 2023 at which time
it is anticipated Kerry Chambers
will be appointed to the Board. Following his resignation from the
Board, it is expected that Simon will continue as a non-executive
director of ARM and be available to the Enlarged Group on a
consultancy basis.
10. Current trading
(a) Drumz
plc
On 16 September 2022 the Company
announced its interim results for the six months ended 30 June 2022. On 4
November 2022 the Company announced it had published a
circular convening a general meeting for ordinary shareholders in
order to adopt new articles and amend the class rights of deferred
shares and a class meeting for holders of deferred shares approving
the amendment of the class rights of deferred shares. On
22 November 2022 the Company
announced that the resolution proposed at the general meeting was
duly passed and that the class meeting was adjourned as it was
inquorate. On 29 November 2022 the
Company announced that the resolution proposed at the adjourned
class meeting was duly passed. On 5 April
2023, the Company announced the proposed Acquisition of ARM,
approval of waiver of obligations under Rule 9 of the Takeover
Code, the conditional Placing and Subscription to raise £1.45
million and the proposed Share Reorganisation.
(b)
ARM
The unaudited results of ARM for the six months ended
30 September 2022 show revenue of
£0.85 million up 16 per cent. on the equivalent period and an
increased loss before tax of £0.40 million principally as a result
of larger administrative costs and reflecting the investment in
sales and marketing team. Since 30 September
2022, ARM has continued to trade in line with the ARM
Directors’ expectations.
The key performance indicators of ARM as sourced from its
unaudited management information are:
- monthly recurring revenue: £0.14 million as at 28 February 2023 (30
September 2022: £0.13 million, 31
March 2022: £0.10 million)
- forward contracted revenue: £2.17 million as at 28 February 2023 (30
September 2022: £1.99 million, 31
March 2022: £2.17 million)
- renewal rate: 96 per cent. as at 28
February 2023 (30 September
2022: 96 per cent., 31 March
2022: 82 per cent.)
- sales pipeline: £3.83 million as at 22
March 2023 (30 September 2022:
£1.67 million, 31 March 2022: £1.36
million).
Progress continues to be made in the development of Acuity’s
partner channel. In addition, the number of consultants at existing
partners CGI and PA Consulting engaging with Acuity is increasing
and two new referral partners (Security Scorecard and Mastercard
RiskRecon, both from the US) have been taken on since 30 September 2022. Furthermore, some potentially
significant new partner opportunities are emerging both in the UK
and US.
The ARM Directors expect that ARM’s revenue for the year ending
31 March 2023 will be second half
weighted and believe that ARM is on track for revenue of circa
£1.75 million for the year. The ARM Directors will be targeting
revenue of over £3 million for the year ending 31 March 2024.
11. Strategy of the Enlarged Group
On completion of the Acquisition and readmission to AIM the
Company will own 100 per cent. of the shares of ARM and be treated
as a trading company for the purposes of the AIM Rules. The
Enlarged Group’s strategy will be to develop its business to
deliver long term, sustainable growth in shareholder value. In the
short to medium term this is expected to come from organic growth
and thereafter may also come from complementary acquisitions.
The Group will be focused on key business objectives
including:
- accelerate revenue growth both organically in existing and
other global markets;
- further penetrate existing markets by forging stronger customer
and partner relationships;
- improve productivity;
- continue to invest in developing STREAM® to enhance its
offering; and
- become a profitable and cash generative group.
The Directors believe that Acquisition and Admission will
facilitate growth opportunities of the Enlarged Group.
The principal place of business of Acuity and the Enlarged Group
will move to 80 Cheapside, London,
EC2V 6EE with effect from 1 May
2023.
12. Lock-in and orderly market
arrangement
(a) Lock-in
The Company, the Joint Bookrunners and the Founders (who
together will hold 37.16 per cent. of the Enlarged Ordinary Share
Capital) have entered into the Lock-in Deeds, pursuant to which the
Founders have agreed that subject to certain customary exceptions,
(i) for a period of 12 months from the date of Completion, neither
they nor their connected persons shall transfer or dispose of the
Concert Party Consideration Shares or shares which they hold upon
exercise of any options or warrants over New Ordinary Shares
granted to them without the prior permission of the Company and the
Joint Bookrunners and (ii) for a further period of 12 months, the
Founders shall, and will use best endeavours to procure that their
associates shall, only transfer or dispose of New Ordinary Shares
in which they have a beneficial interest through or with the
agreement of the Joint Bookrunners (provided that such broker’s
terms are competitive to the terms being offered by other brokers
and the sale price is at least equivalent to the price that the
relevant transferee can obtain elsewhere), in order to maintain an
orderly market in the New Ordinary Shares.
(b) Orderly market arrangements
The Existing Directors have entered into the Orderly Market
Deeds, pursuant to which they have agreed that subject to certain
customary exceptions, for a period of 24 months from the date of
Admission, they shall, and will use best endeavours to procure that
their associates shall, only transfer or dispose of New Ordinary
Shares in which they have a beneficial interest through or with the
agreement of the Joint Bookrunners (provided that such broker’s
terms are competitive to the terms being offered by other brokers
and the sale price is at least equivalent to the price that the
relevant transferee can obtain elsewhere), in order to maintain an
orderly market in the New Ordinary Shares.
13. Admission, settlement, CREST and
dealings
Application will be made to the London Stock Exchange for the
Enlarged Ordinary Share Capital to be admitted to trading on AIM,
conditional on (amongst other things) Shareholders’ approval at the
General Meeting. It is expected that Admission will become
effective and that dealings in the Enlarged Ordinary Share Capital
will commence at 8.00 a.m. on
25 April 2023.
Following Admission, share certificates in respect of the New
Ordinary Shares are expected to be despatched by post to
subscribers who wish to receive New Ordinary Shares in certificated
form by no later than 10 business days following Admission.
In respect of subscribers in the Placing who wish to receive
Placing Shares in uncertificated form, New Ordinary Shares are
expected to be credited to their CREST stock accounts at
8.00 a.m. on 2
May 2023. The Company reserves the right to issue any New
Ordinary Shares in certificated form should it consider this to be
necessary or desirable.
14. Share options
The Company has share options outstanding over 15 million
Existing Ordinary Shares. Of the 15 million options, 11 million are
exercisable at 0.65 pence per share
(equivalent to 1.1 million exercisable at 6.5 pence per New Ordinary Share, post the Share
Reorganisation) and four million are exercisable at an exercise
price of 0.55 pence per Ordinary
Share (equivalent to 0.4 million exercisable at 5.5 pence per New Ordinary Share, post the Share
Reorganisation).
The Directors believe that the success of the Company will
depend to a high degree on the future performance of key employees
in executing the Company’s growth strategy. Therefore, following
Admission, the Company intends to establish a share option scheme
as an important means of retaining, attracting and motivating key
employees and contractors, and also for aligning the interests of
the management team with those of Shareholders.
The Company shall have a pool of shares available for employee
and management share options equivalent to 10 per cent. of the
entire issued share capital of the Company from time to time.
15. Adviser Warrants
The Company has agreed to issue Adviser Warrants on Admission
over an aggregate of 2,149,999 New Ordinary Shares to Peterhouse
and Clear Capital.
16. Dividend policy
As the Company is in the early stages of executing its growth
plan, the Directors intend to reinvest any future earnings for the
foreseeable future to finance the growth of the Enlarged Group and
to provide capital growth for Shareholders. The Directors will
however consider the payment of dividends when it becomes
commercially prudent to do so in accordance with applicable laws
and subject always to the Enlarged Group having sufficient cash and
distributable reserves for this purpose.
17. General Meeting and Resolutions
The Admission Document will contain a notice convening a General
Meeting of the Company to be held at 10:00
a.m. on24 April 2023 at the offices of Marriott Harrison LLP
80 Cheapside London EC2V 6EE at which resolutions will be proposed
to, inter alia, approve the authorities required in order to effect
the Acquisitions, the Placing, the Share Reorganisation and certain
other shareholder authorities.
APPENDIX I
STATISTICS FOR THE
SHARE REORGANISATION, ACQUISITION, PLACING,
VENDOR PLACING AND ADMISSION
Number of Existing Ordinary Shares in issue at the date of this
announcement 419,822,048
Number of Existing Ordinary Shares in issue immediately
following the General Meeting 419,824,000
Number of Consolidated Ordinary Shares immediately following the
Consolidation 209,912
Number of New Ordinary Shares immediately following the
Sub-division 41,982,400
Issue
Price 4.5
pence
Number of Placing
Shares 31,000,000
Number of Subscription
Shares 1,222,222
Number of Consideration
Shares 45,709,570
Number of Adviser
Shares 1,111,111
Enlarged Ordinary Share Capital on
Admission 121,025,303
Number of Existing Deferred Shares in issue at the date of this
announcement 2,268,113,165
Number of New Deferred Shares issued pursuant to the Share
Reorganisation 377,841,600
Number of Deferred Shares in issue immediately following
Admission 2,645,954,765
Number of Options, Acquisition Options and Adviser Warrants on
Admission 6,070,505
Placing Shares and Subscription Shares as a percentage of the
Enlarged
Ordinary 26.6
per cent.
Share Capital
Consideration Shares as a percentage of the Enlarged Ordinary
Share
Capital 37.8
per cent.
Gross proceeds of the Placing and
Subscription £1.45
million
Net proceeds of the Placing and Subscription (net of expenses
and the issue
of £0.95
million
the Adviser Shares)
Market capitalisation of the Company on
Admission* £5.45
million
TIDM of the Existing Ordinary
Shares “DRUM”
TIDM of the New Ordinary
Shares** “ACRM”
LEI 213800JHJFKALDJA5X97
ISIN of the Existing Ordinary
Shares GB00B06CZD75
SEDOL of the Existing Ordinary
Shares B06CZD7
ISIN of the New Ordinary
Shares GB00BR0WHY71
SEDOL of the New Ordinary
Shares BR0WHY7
* based on the Issue Price
** the new TIDM shall become effective only if the Resolutions
are passed at the General Meeting and once the Registrar of
Companies has issued a change of name certificate
APPENDIX II
EXPECTED TIMETABLE
OF PRINCIPAL EVENTS
|
2023 |
| Publication and
posting of the Admission Document (including Notice of General
Meeting), and Form of Proxy |
5
April |
| Latest time and date
for receipt of Forms of Proxy and receipt of electronic proxy
appointments via the CREST system |
10:00
a.m. on 20 April |
| General Meeting |
10:00
a.m. on 24 April |
| Record Date |
6.00
p.m. on 24 April |
| Admission
effective and trading in the Enlarged Ordinary Share
Capital expected to commence on AIM |
8.00
a.m. on 25 April |
| Completion of the
Acquisition expected |
8.00
a.m. on 25 April |
| Expected date for
CREST accounts to be credited in respect of New Ordinary Shares
following the Share Reorganisation |
8.00
a.m. on 25 April |
| Expected date for
CREST accounts to be credited in respect of Placing Shares |
8.00
a.m. on 2 May |
| Despatch of definitive
share certificates (where applicable) in respect of New Ordinary
Shares to be held in certificated form |
within
10 business days of Admission |
| Expected date of Name
and TIDM change |
8.00
a.m. on or around 2 May |
|
|
Notes:
All of the above timings refer to UK
time. All future times and/or dates referred to in this
Announcement are subject to change at the discretion of the Company
and the Joint Bookrunners.
Any changes to the above dates and
times will be notified by the Company via RIS announcements.
APPENDIX III
DEFINITIONS
“£” or “UK pounds
sterling” the
lawful currency of the United
Kingdom
“$” or “US
dollars” the
lawful currency of the United States of
America
“Acuity” the
business operated by ARM and previously operated by Acuity RM
LLP
“Acuity RM
LLP” Acuity
RM LLP, a limited liability partnership incorporated in
England and Wales with registered number OC314841 with its
registered office at Wey Court West, Union Road, Farnham, GU9 7PT
and formerly known as Acuity Risk Management LLP
“Acquisition” the
proposed acquisition by the Company of the entire issued and to be
issued share capital of ARM not already owned by Drumz pursuant to
the Acquisition Agreement
“Acquisition
Agreements” the
SPA and the Option Holder SPAs
“Acquisition
Options” option
over 2,420,506 New Ordinary Shares exercisable in the event that
the Company’s share price does not at any time exceed an average of
6.99 pence on any five consecutive
trading days during the three months immediately following
Admission
“ARM” Acuity
Risk Management Limited, a private limited company incorporated in
England and Wales with registered number 12369714 and with
its registered office at Wey Court West, Union Road, Farnham, GU9
7PT
“ARM
Directors” Angus
Forrest, Simon Marvell, Richard Mayall and Kerry
Chambers
“acting in
concert” has
the meaning given to it in the Takeover Code
“Admission” the
admission of the Enlarged Ordinary Share Capital to trading on AIM
and that admission becoming effective in accordance with the AIM
Rules for Companies
“Admission
Document”
the admission document dated 5 April
2023, to be issued by the Company to Shareholders,
explaining inter alia the Acquisition, Placing, Subscription, Share
Reorganisation and incorporating the notice of General Meeting
“Adviser
Shares” 1,111,111
New Ordinary Shares to be issued by the Company on Admission to WH
Ireland in satisfaction, in part, of the fees and commissions
payable by the Company pursuant to the Placing Agreement
“Adviser
Warrants” the
warrants to be issued, conditional on Admission, by the Company to
Peterhouse and Clear Capital
“AIM” AIM,
the market of that name operated by the London Stock Exchange
“AIM
Rules” together,
the AIM Rules for Companies, and, where the context requires, the
AIM Rules for Nominated Advisers
“AIM Rules for
Companies” the
rules and guidance for companies whose shares are admitted to
trading on AIM entitled “AIM Rules for Companies” published by the
London Stock Exchange as amended from time to time
“AIM Rules
for
the rules and guidance for nominated advisers entitled “AIM
Rules
Nominated
Advisers” for
Nominated Advisers” published by the London Stock Exchange as
amended from time to time
“Announcement” this
announcement
“Articles” the
articles of association of the Company at the date of this
Announcement
“Board” the
board of directors of the Company
“Business
Day” a
day (other than Saturday, Sunday or a public holiday), on which
clearing banks in the City of
London are generally open for business
“Cash
Consideration” the
cash element of the Consideration payable by the Company to the
Founders pursuant to the SPA, being £500,000
“certificated”
or Existing
Ordinary Shares or where the context requires, New
“in certificated
form” Ordinary
Shares, which are evidenced by the issue of share certificates and
are recorded on the register as being held in certificated form
“Change of
Name” the
proposed change of name of the Company to Acuity RM Group
plc
“Clear
Capital” Clear
Capital Markets Limited, a company incorporated in England and Wales with registered number 09294557 and with
its registered office at 12th Floor, Broadgate Tower – Office 1213
20 Primrose Street, London,
England, EC2A 2EW
“Closing
Price” the
closing mid-market price of 6.75
pence per Existing Ordinary Share on 3 April 2023, as adjusted by the Share
Reorganisation, being the latest practical day prior to publication
of this Announcement
“Companies
Act” the
Companies Act 2006 (as amended)
“Company” or
“Drumz” Drumz
plc, a public limited company incorporated in England and Wales with registered number 00298654 and with
its registered office at Burnham Yard, London End, Beaconsfield,
Buckinghamshire, HP9 2JH
“Completion” completion
of the Acquisition in accordance with the Acquisition Agreement
“Concert
Party” the
Founders
“Concert Party Consideration Shares” the 44,973,171
Consideration Shares being allotted and issued to the
Founders
“Consideration” the
consideration payable, under the Acquisition Agreement, in respect
of the Acquisition, comprising the Cash Consideration, the
Consideration Shares and the Acquisition Options
“Consideration
Shares” the
45,709,570 New Ordinary Shares to be allotted and issued at the
Closing Price by the Company to the Sellers pursuant to the
Acquisition Agreements
“Consolidation” the
proposed consolidation of every 2,000 Existing Ordinary Shares into
one Consolidated Ordinary Share
“Consolidated Ordinary
Share” the ordinary
shares of 200p each arising from the Consolidation
“CREST” the
relevant system (as defined in the CREST Regulations) in respect of
which Euroclear is the operator (as defined in those
regulations)
“CREST
Manual” the
compendium of documents entitled “CREST Manual” issued by Euroclear
from time to time and comprising the CREST Reference Manual, the
CREST Central Counterparty Service Manual, the CREST International
Manual, the CREST Rules, the CSS Operations Manual and the CREST
Glossary of Terms
“CREST
Regulations” the
Uncertificated Securities Regulations 2001 (SI2001/3755)
“Deferred
Shares” the
Existing Deferred Shares and the New Deferred Shares
“Directors” the
Existing Directors and/or the Proposed Director, as the context
requires
“Disclosure Guidance
and
the disclosure guidance and transparency rules issued by the
FCA
Transparency
Rules” acting
in its capacity as the competent authority pursuant to Part VI of
FSMA
“Enlarged
Group” the
Company, and, subject to Completion, ARM
“Enlarged Ordinary Share Capital” the issued ordinary
share capital of the Company on Admission, comprising the New
Ordinary Shares
“eGRC” enterprise
governance, risk and compliance
“Executive
Directors” Angus
Forrest and Simon Marvell
“Existing Deferred
Shares” the
deferred shares of 0.1p each in the capital of the Company
“Existing
Directors” Angus
Forrest, Simon Bennett, John Wakefield and Nick
Clark, being the directors of the Company as at the date of
this Announcement
“Existing Issued
Ordinary
the 419,822,048 Ordinary Shares in issue as at the date of this
Share Capital”
or document
“Existing Ordinary Shares”
“FCA” the
Financial Conduct Authority
“Form of
Proxy” the
form of proxy accompanying the Admission Document for use in
connection with the General Meeting
“Founders” the
founders of ARM, being Simon Marvell
and Richard Mayall
“FSMA” the
Financial Services and Markets Act 2000 (as amended)
“GDPR” the
General Data Protection Regulation (GDPR), being a legal framework
that sets guidelines for the collection and processing of personal
information of individuals within the European Union (EU)
“GRC” governance,
risk and compliance
“General
Meeting” the
general meeting of the Company to be held at the offices of
Marriott Harrison LLP 80 Cheapside London EC2V 6EE on 24 April 2023 at 10.00
a.m.
“HMRC” His
Majesty’s Revenue & Customs
“Independent
Shareholders” the
Shareholders save for those Shareholders who are participating in
the Placing and Subscription
“IFRS” International
Financial Reporting Standards
“Issue
Price” 4.5
pence per New Ordinary Share
“ISO
27001” a
specification for an information security management system, a
framework of policies and procedures that includes all legal,
physical and technical controls involved in an organisation’s
information risk management processes
“Joint
Bookrunners” WH
Ireland, Peterhouse and Clear Capital
“KCR” KCR
Residential REIT plc
“Lock-in
Deeds” the
lock-in deeds entered into between the Company, WH Ireland,
Peterhouse, Clear Capital and each of the Founders
“London Stock
Exchange” London
Stock Exchange plc
“Market Abuse
Regulation” the
Market Abuse Regulation (2014/596/EU) (incorporating the technical
standards, delegated regulations and guidance notes, published by
the European Commission, London Stock Exchange, the FCA and the
European Securities and Markets Authority) as it applies in the UK
by virtue of the European Union (Withdrawal) Act 2018, as amended
from time to time
“New Deferred
Shares” the
deferred shares of 0.1p each in the capital of the Company arising
from the Share Reorganisation
“New Ordinary
Shares” the
new ordinary shares of 0.1p each in the capital of the Company
arising from the Share Reorganisation
“Non-Executive
Directors” each
of Simon Bennett, John Wakefield and Nick
Clark
“Notice of General
Meeting” the
notice convening the General Meeting
“Official
List” the
Official List of the FCA
“on-premise” IT
infrastructure hardware and software applications that are hosted
on-site
“Options” rights
to acquire New Ordinary Shares
“Option Holder
SPAs” the
agreements to be entered into on Completion between each (1) Option
Holder and (2) the Company
“Option
Holders” certain
employees of ARM who hold options over shares in the capital of
ARM
“Orderly Market
Deeds” the
orderly market deeds entered into between the Company, WH Ireland
and the Existing Directors
“Ordinary
Shares” the
ordinary shares of 0.1p each in the capital of the Company
“Peterhouse” Peterhouse
Capital Limited, a company incorporated in England and Wales with registered number 02075091 and with
its registered office at 3rd Floor, 80 Cheapside,
London, EC2V 6EE
“Placing” the
conditional placing by the Joint Bookrunners of the Placing Shares
with investors at the Issue Price pursuant to the Placing
Agreement
“Placing
Agreement” the
agreement dated 5 April 2023 between
the Company, the Existing Directors, the Proposed Director and
Joint Bookrunners relating to the Placing
“Placing
Shares” the
31,000,000 New Ordinary Shares to be issued, pursuant to the
Placing at the Issue Price
“Proposals” the
Share Reorganisation, Acquisition, the Rule 9 Waiver, the Placing,
the Subscription, the Change of Name, the Resolutions and
Admission
“Proposed
Director” Simon
Marvell to be appointed as a director of the Company
“QCA
Code” the
Corporate Governance Code for Small and Mid-sized quoted companies
as published by the Quoted Companies Alliance from time to time
“Registrar” Neville
Registrars Limited, a company incorporated in England and Wales with registered number 04770411 and with
its registered office at Neville House, Steelpark Road, Halesowen,
West Midlands, B62 8HD
“Resolutions” the
resolutions to be proposed at the General Meeting, each a
“Resolution”
“Rule 9
Waiver” the
waiver by the Panel (which is conditional on the Waiver Resolution)
of the obligations that would otherwise arise for the Concert Party
to make a general offer for the Enlarged Group under Rule 9 of the
Takeover Code as a consequence of the allotment and issue of the
Concert Party Consideration Shares to the Concert Party pursuant to
the Proposals, granted by the Panel conditional upon approval of
the Waiver Resolution by Independent Shareholders voting on a
poll
“SaaS” Software
as a Service, being a method of software delivery and licencing in
which software is accessed online via a subscription, as opposed to
the more traditional method of acquiring a perpetual licence via a
single upfront payment and installing the software on an individual
computer or server
“Sellers” the
Founders and the Option Holders
“Shareholders” holders
of Existing Ordinary Shares each individually being a
“Shareholder”
“Share
Reorganisation” the
proposed Consolidation and Sub-division
“SPA” the
conditional agreement dated 5 April
2023 between (1) the Founders and (2) the Company
“Sub-division” the
proposed sub-division of each Consolidated Ordinary Share into 200
New Ordinary Shares and 1,800 New Deferred Shares
“Subscription” the
conditional subscription of the Subscription Shares by certain
investors
“Subscription
Shares” 1,222,222
New Ordinary Shares to be issued pursuant to the Subscription at
the Issue Price
“STREAM®” STREAM® Integrated
Risk Manager, ARM’s award-winning, proprietary GRC software
platform
“Takeover Code” or
“Code” the
City Code on Takeovers and Mergers issued from time to time by or
on behalf of the Panel
“Takeover Panel” or
“Panel” the
Panel on Takeovers and Mergers
“TIDM” tradable
instrument display mnemonic
“uncertificated”
or recorded
on a register of securities maintained by Euroclear UK &
“in uncertificated
form” International
Limited in accordance with the CREST Regulations as being in
uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST
“United Kingdom” or
“UK” the
United Kingdom of Great Britain and Northern Ireland
“US” or “United
States” the
United States of America
“US Securities
Act” the
United States Securities Act of 1933 (as amended)
“WH
Ireland” WH
Ireland Limited, a company incorporated in England and Wales with registered number 02002044 and with
its registered office 24 Martin Lane, London EC4R 0DR
“Waiver
Resolution” an
ordinary resolution to be voted on by Independent Shareholders (on
a poll) at the General Meeting
FORWARD-LOOKING
STATEMENTS
All statements other than statements of historical fact,
contained in this Announcement constitute “forward-looking
statements”. In some cases forward-looking statements can be
identified by terms such as “expects”, “predicts”, “anticipates”,
“may”, “should”, “will”, “intends”, “plans”, “believes”, “targets”,
“seeks”, “estimates”, “aims”, “projects”, “pipeline” and variations
of such words and similar expressions (including their negative or
other variations) are intended to identify such forward-looking
statements and expectations. These statements are not guarantees of
future performance or the ability to identify and consummate
investments and involve certain risks, uncertainties, outcomes of
negotiations and due diligence and assumptions that are difficult
to predict, qualify or quantify. These forward-looking statements
are not based on historical facts but rather on the Directors’
expectations regarding the Enlarged Group’s future growth, results
of operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward-looking statements reflect the Directors’ current beliefs
and assumptions and are based on information currently available to
management. Forward-looking statements involve significant known
and unknown risks and uncertainties. A number of factors could
cause actual results to differ materially from the results
discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions, competition and other regulatory changes, actions by
governmental authorities, the availability of capital markets,
reliance on key personnel and other factors, many of which are
beyond the control of the Company. These forward-looking statements
are subject to, among other things, the risk factors described in
the Admission Document. Although the forward-looking statements
contained in this Announcement are based upon what the Directors
believe to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent with these
forward-looking statements. Potential investors should therefore
not place undue reliance on forward-looking statements (which speak
only as of the date of this Announcement). No reliance should be
put on any written or oral forward-looking statements that the
Company, or persons acting on its behalf, may issue.
Forward-looking statements contained in this Announcement based on
past trends or activities should not be taken as a representation
that such trends or activities will continue in the future and no
forward-looking statement contained in this Announcement is
intended to provide any representation, assurance or guarantee as
to future events or results. The Company will comply with its
obligations to publish updated information as required by FSMA, the
Market Abuse Regulation and/or the AIM Rules for Companies or
otherwise by law and/ or by any regulatory authority but assumes no
further obligation to publish additional information. Subject to
any requirement under applicable legislation or regulation, the
Company will not (and expressly disclaims any undertaking or
obligation to) publicly release any revisions it may make to any
forward-looking statements or other information that may occur due
to any change in its expectations or to reflect events or
circumstances after the date of this Announcement.