TIDMESC
RNS Number : 6421M
Escape Hunt PLC
22 January 2021
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22 January 2021
Escape Hunt plc (AIM: ESC)
("Escape Hunt", "Group" or the "Company")
Proposed Acquisition of French Master Franchise
and
Placing of 8,036,904 New Ordinary Shares of 1.25p each to raise
GBP1.4m ("Placing")
Escape Hunt, a global leader in the growing escape rooms sector,
is pleased to announce that it has conditionally agreed terms to
acquire its French master franchise partner, BGP Escape (the
"Proposed Acquisition"). The deal is expected to close within the
coming weeks, subject to completion of due diligence, finalisation
of contracts and compliance with local law requirements.
In connection with the Proposed Acquisition, Escape Hunt also
announces a firm placing of 8,036,904 new ordinary shares of 1.25p
each ("New Ordinary Shares") at 17.5 pence per share (the "Placing
Price") to raise approximately GBP1.4m before expenses. The Placing
Price represents a discount of 4 per cent. to the 5 day average
closing middle market price of the Company's shares between 15 and
21 January 2021, being the last five trading days prior to this
announcement. The Placing has been completed within the Company's
existing shareholder authorities to disapply pre-emption
rights.
Key Highlights
-- Excluding the Earnout (as defined below), the Proposed
Acquisition values BGP Escape at approximately 1x its average
unaudited EBITDA for 2018 and 2019 after all franchise fees paid to
Escape Hunt.
-- On completion of the Proposed Acquisition, the total number
of Escape Hunt owner-operated sites will increase to 17.
-- The Directors believe that this number of owner-managed sites
should be capable of supporting positive Group EBITDA and positive
cash generation, once new site performance has matured, conditions
have normalised post COVID-19 and subject to reasonable assumptions
in other areas of the Group.
-- Placing of 8,036,904 New Ordinary Shares to raise
approximately GBP1.4 million (before expenses) at 17.5 pence per
share utilising the Company's existing shareholder authorities.
-- Placing Price represents a discount of 4 per cent. to the 5
day average closing middle market price of the Company's shares
between 15 and 21 January 2021, being the last five trading days
prior to this announcement.
-- The net proceeds of the Placing will be used as follows:
o approximately GBP330k as consideration for the Proposed
Acquisition and associated costs;
o GBP150k to fund potential additional investment in the French
and Belgian business; and
o the balance to continue the UK roll-out of owner-operated
sites.
-- John Story, a Non-Executive Director of the Company, has
subscribed for a total of 2,447,600 New Ordinary Shares in the
Placing.
-- The Proposed Acquisition remains subject to completion of due
diligence, finalisation of contracts and compliance with local law
requirements.
-- Significant progress made in all aspects of the Company's
five point plan for value creation, as announced in June 2020,
placing the Company in a substantially stronger position to benefit
from any recovery in demand post COVID-19.
Further information on the Proposed Acquisition, Placing, use of
proceeds, update on the Company's strategic progress and cash
position is set out below.
Commenting, Richard Harpham, Escape Hunt's CEO, said:
"Prior to COVID, the French/Belgian territory was a very strong
performer for Escape Hunt and we are confident that demand will
return to previous levels once the current restrictions are lifted.
The BGP Escape management team has created a wonderful business
over the past 6 years and it is a pleasure to welcome them to our
central team as we consider together how best to expand the
Company's reach. We are excited about the prospects for the region
and are delighted to be the owner of the business for the next
stage in its journey. Furthermore, we are delighted to have
received strong support from existing investors in this Placing and
are eager to put the proceeds to work."
Enquiries
Escape Hunt plc
Richard Harpham (Chief Executive Officer)
Graham Bird (Chief Financial Officer) +44 (0) 20 7846
Kam Bansil (Investor Relations) 3322
Shore Capital - NOMAD and Joint Broker
Tom Griffiths, David Coaten (Corporate Advisory) +44 (0) 20 7408
Fiona Conroy (Corporate Broking) 4050
Zeus Capital - Joint Broker
John Goold +44 (0) 20 3829
Daniel Harris 5000
IFC Advisory - Financial PR
Graham Herring +44 (0) 20 3934
Florence Chandler 6630
Notes to Editors
About Escape Hunt plc
The Escape Hunt Group is a global leader in providing
escape-the-room experiences delivered through a network of
owner-operated sites in the UK, an international network of
franchised outlets in five continents, and through digitally
delivered games which can be played remotely. Its products enjoy
consistent premium customer ratings and cater for leisure or
teambuilding, in small groups or large, and are suitable for
consumers, businesses and other organisations. Having been
re-admitted to AIM in May 2017, the Company has a strategy of
creating high quality premium games and experiences delivered
through multiple formats and which can incorporate branded IP
content. (https://escapehunt.com/)
Facebook: EscapeHuntUK
Twitter: @EscapeHuntUK
Instagram: @escapehuntuk
Information on the Proposed Acquisition
BGP Escape has been part of Escape Hunt's franchise network
since 2014 and today comprises two owned sites (one in Paris and
one in Brussels) and 11 sub-franchisee sites spread across France.
On completion of the Proposed Acquisition, the sites in Paris and
Brussels will become owner-managed bringing the total number of the
Group's owner-managed sites to 17. These will consist of (i) the
Paris and Brussels sites; (ii) the 12 UK sites which were trading
before the current lockdown; (iii) Watford (which is now built and,
absent lockdown, was due to have opened shortly after Christmas);
(iv) Kingston (for which contracts were recently exchanged); and
(v) Dubai (which was acquired in September 2020). Once demand
returns to pre-COVID levels, and the new sites have matured, the
Directors believe that this number of owner-managed sites should be
capable of supporting positive group EBITDA and positive cash
generation once new site performance has matured, conditions have
normalised post COVID-19, and subject to reasonable assumptions in
other areas of the Group.
The terms of the Proposed Acquisition are as follows:
-- On completion of the Proposed Acquisition, the Company will
pay EUR325k consideration in cash and BGP Escape will issue a
EUR100k vendor loan note, yielding a 4 per cent. coupon and
repayable over 24 months.
-- The vendors will be paid an earnout over three years from
completion, comprising a 5 per cent. revenue share from each of the
sites in Paris and Brussels, and a payment from the existing
sub-franchisee network equivalent to the lower of (i) 2.5 per cent.
of the revenue generated by each sub-franchisee or (ii) 27.5 per
cent. of the revenue share paid by each sub-franchisee to BGP
Escape (the "Earnout").
-- BGP Escape is expected to be acquired with approximately
EUR100k net cash, which the Directors believe will limit the risk
of needing to fund working capital in the region.
In 2019, BGP Escape had combined turnover from the Paris and
Brussels sites of EUR1,043k (2018: EUR1,356k), received total
royalties from sub-franchisees of EUR346k (2018: EUR415k);
generated EBITDA after royalty payments to Escape Hunt of EUR263k
(2018: EUR397k); and made profit after tax of EUR125k (2018:
EUR195k). All the figures in this paragraph are unaudited.
Excluding the Earnout, the Proposed Acquisition values BGP
Escape at approximately 1x its average unaudited EBITDA for 2018
and 2019 after all franchise fees paid to Escape Hunt.
The Proposed Acquisition is conditional on securing an extension
to the majority of sub-franchisee agreements for a further six
years on renewed terms which will allow Escape Hunt to offer games
from a catalogue rather than providing bespoke games to each
sub-franchisee. The Board expects that the move to catalogue games
will improve both the quality of games and efficiency of delivery.
The efficiency benefits will be shared with sub-franchisees by
means of a reduced revenue share and reduced fixed service fee.
Whilst the current owners of BGP Escape will no longer be
involved in its operation following completion of the Proposed
Acquisition, the existing management team will remain in place and
will become part of the Escape Hunt team.
Strategically, the Directors believe that the Proposed
Acquisition represents an opportunity to regain control of the
French and Belgian territories, improving the likelihood of further
expansion in the region. The Directors also expect the Proposed
Acquisition to better align the Company's interests with the
sub-franchisees in France and Belgium. The Proposed Acquisition is
expected to be accretive to Escape Hunt immediately once sites are
able to re-open and sales levels return towards historic 2019
levels.
The Proposed Acquisition remains subject to completion of due
diligence, finalisation of contracts and compliance with local law
requirements.
Details of the Placing and use of proceeds
To fund the Proposed Acquisition, Escape Hunt has raised
approximately GBP1.4m by way of a firm placing of 8,036,904 New
Ordinary Shares at 17.5 pence per share, representing a 4 per cent.
discount to the 5 day average closing middle market price of the
Company's shares of 18.1 pence between 15 and 21 January 2021,
being the last 5 trading days prior to this announcement. The
number of New Ordinary Shares being issued in the Placing
represents 10 per cent. of the Company's current issued share
capital and the Placing has utilised the Company's existing
shareholder authorities to disapply pre-emption rights granted by
the passing of resolutions 9 and 10 at its Annual General Meeting
which was held on 24 September 2020 ("AGM"), details of which can
be found on the Company's website.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. It is expected that admission will be
effective at 8.00 a.m. on 28 January 2021 ("Admission").
Immediately following Admission, the total number of shares in
issue will be 88,495,091. This figure may be used by shareholders
as the denominator for calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The Company has entered into a placing agreement with Shore
Capital and Corporate Limited and Shore Capital Stockbrokers
Limited (together "Shore Capital") and Zeus Capital (the "Placing
Agreement"). Pursuant to the terms of the Placing Agreement, Shore
Capital and Zeus Capital, as agents for the Company, have
conditionally agreed to use their reasonable endeavours to place
the Placing Shares with institutional investors. The Placing has
not been underwritten. The Placing Agreement is conditional upon,
amongst other things, Admission becoming effective on or before
8.00 a.m. on 28 January 2021 (or such later time and/or date as the
Company and Shore Capital and Zeus Capital may agree, but in any
event by no later than 8.00 a.m. on 11 February 2021 ).
The Placing Agreement contains warranties from the Company in
favour of Shore Capital and Zeus Capital in relation to, inter
alia, matters relating to the Company and its subsidiary
undertakings and its business. In addition, the Company has agreed
to indemnify Shore Capital and Zeus Capital in relation to certain
liabilities it may incur in respect of the Placing. Shore Capital
and Zeus Capital have the right to terminate the Placing Agreement
in certain circumstances prior to Admission, in particular, in the
event that any of the warranties given to Shore Capital and Zeus
Capital in the Placing Agreement are untrue or inaccurate in any
respect; the failure of the Company to comply in any material
respect with its obligations under the Placing Agreement; the
occurrence of a force majeure event or a material adverse change
affecting the condition, the earnings or business affairs or
prospects of the Group as a whole, whether or not arising in the
usual course of business or; any statement contained in the Placing
Agreement, or other document published by the Company or on its
behalf in relation to the Placing is or has become untrue,
inaccurate or misleading in any material respect.
Use of proceeds
Of the approximately GBP1.4m being raised in the Placing,
approximately GBP330k will be used to finance the consideration
payable on completion of the Proposed Acquisition and associated
costs, GBP150k will be used to fund potential additional investment
in the French and Belgian business, with the balance being used to
continue the UK roll-out of owner-operated sites. Specifically,
funds raised will be applied to complete the build at Kingston and
will enable the Company to commence investment in further UK
owner-operated sites notwithstanding a continuation of lockdown.
The Board believes that the use of funds satisfies the conditions
set out in the respective AGM resolutions and has consulted with
certain shareholders which, in aggregate, hold shares in the
Company representing in excess of 50 per cent. of the voting
rights.
The cash costs of the Placing have been mitigated as the fees
(inclusive of VAT) payable to Shore Capital, one of the Company's
joint brokers, will be paid though the issue of 89,143 New Ordinary
Shares at the Placing Price.
John Story, a Non-Executive Director and 9.95 per cent.
shareholder of the Company, and parties that may be considered
associated with him, are subscribing for a total of 4,895,200 New
Ordinary Shares in the Placing. Their aggregate participation in
the Placing is considered to be a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies. The independent
Directors (being the Directors other than John Story), consider
having consulted with the Company's nominated adviser, Shore
Capital and Corporate, that the terms of John Story and his
associated parties' participations in the Placing are fair and
reasonable insofar as the Company's shareholders are concerned.
Following Admission, John Story's holding will be 10,447,599
ordinary shares of 1.25p each , representing approximately 11.8 per
cent. of the Company's enlarged issued share capital.
Update on strategic progress
In June 2020, the Board set out a five point plan for value
creation and believes that significant progress has been made in
all aspects of the plan since then, placing the business in a
substantially stronger position to benefit from any recovery in
demand when COVID-19 restrictions are lifted. Shareholders have
been appraised of the progress against these objectives through
intermittent announcements. The progress since June 2020 is
summarised as follows:
1. Roll out of owner operated sites
Since June 2020, three new owner operated sites in the UK have
been completed and opened. A fourth site (Watford) has been
completed and was due to have opened shortly after Christmas, but
remains closed due to the COVID-19 lockdown restrictions. Contracts
have been exchanged on a fifth site (Kingston) and games have been
delivered, ready for installation. The Directors expect to gain
access to the site in early February 2021.
In September 2020, the Company completed the acquisition of the
Escape Hunt Middle East master franchise, as a result of which the
Dubai site is now an owner operated site.
The acquisition of BGP Escape and the resulting addition of the
Paris and Brussels sites to the owner operated estate will bring
the total number of owner operated sites to 17, inclusive of
Watford, Kingston and Dubai.
The Company has also received heads of terms for a site in
Milton Keynes and has a pipeline of other sites under active
discussion.
Operationally, a new generation of modular games has been
designed and the first instances of these new games have been
delivered and installed in Watford and are due to be installed in
all further UK owner operated sites.
2. US Franchise network progress
In December 2020, the Company filed its franchise disclosure
document in the USA, allowing franchise sales to commence. A
decision has been made to use the Houston site as the 'master site'
and education centre for North America and instances of the new
generation games have been ordered to be installed in Houston. A
pipeline of both new and potential conversion franchisees is now in
active development with plans being developed for a 'Discovery Day'
to showcase the opportunity to prospects.
3. International Franchise network progress
The Company has made progress in the development of the
international franchise network. As mentioned, the Middle East
master franchise was acquired in September 2020 and the Proposed
Acquisition will bring the French and Belgian master franchises
into the Group. New contracts have been agreed in Australia which
migrate away from bespoke games to the provision of new games from
a catalogue.
4. New products and markets
Significant progress has been made in the development of a range
of digital and 'play at home' products which did not exist before
the first lockdown in March 2020. Performance of these products has
so far exceeded expectations with revenue from remote play products
exceeding GBP230k in 2020 at high margins. Importantly, a number of
the products are scalable; the largest game to date was delivered
to 342 players simultaneously helping develop the Escape Hunt for
Business and Escape Hunt for Brands B2B propositions. In December
2020 alone, the Company served over 6,000 individuals through
nearly 200 corporate bookings.
5. Investment in Infrastructure
Work on software with allows games masters to manage multiple
games at the same time was completed in the spring and the software
is now active in all the sites opened since then. Work has
commenced on the discovery phase for a project to enhance the
Company's eCommerce capability.
Whilst a number of other projects to improve efficiency and
improve scalability have been identified, the Board intends to
delay further work on these until COVID-19 are lifted.
COVID-19 and cash position
The Group had cash balances of GBP2.7 million as at 31 December
2020.
The renewed lockdown in January 2021 creates uncertainty when
planning for the future, and without additional funding, the Board
believes that the prudent decision would be to cease further site
capex and to preserve cash. The Company's monthly operating cash
burn (excluding capital expenditure) during lockdown is expected to
be approximately GBP200k per month, taking account of the ability
to defer certain rent and HMRC payments. However, the funds raised
in the Placing will enable UK site investment to continue.
Notwithstanding the impact of lockdowns, the Directors believe
that the evidence on re-opening after the summer lockdown was very
encouraging: sales by the end of August 2020 had recovered more
strongly than expected and, whilst the 'rule of six' implemented by
the UK Government in September 2020 had a negative impact,
performance in the October half term week was strong with turnover
exceeding prior year levels and 95 per cent. on a like-for-like
basis. Furthermore, digital sales have provided an avenue to
develop a B2B brand and strategy and have contributed meaningfully
since being introduced as described more fully above.
The Board is confident that both consumer and corporate demand
will return strongly when restrictions are lifted.
The Board expects to publish a trading update for the year to 31
December 2020 in early February 2021.
IMPORTANT NOTICE
This announcement and the information contained herein is for
information purposes only and is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or
into or from the United States, Canada, New Zealand, Australia,
Japan, the Republic of Ireland or the Republic of South Africa, or
any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such jurisdiction (the
"Placing Restricted Jurisdictions"). The New Ordinary Shares have
not been and will not be registered under the United States
Securities Act of 1933 (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United
States and may not be ordered, sold, or transferred, directly or
indirectly, in or into the United States absent registration under
the Securities Act or an available exemption from or in a
transaction not subject to the registration requirements of the
Securities Act and, in each case, in compliance with the securities
law of any state or any other jurisdiction of the United States. No
public ordering of the New Ordinary Shares is being made in the
United States. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing. This Announcement does not constitute or form part of
an order to sell or issue or a solicitation of an order to buy,
subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Placing Restricted
Jurisdictions or any other jurisdiction in which such order or
solicitation would be unlawful. This Announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Placing Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, the Joint Brokers (as
defined below) or Shore Capital and Corporate or any of their
respective directors, officers, partners, agents, employees or
affiliates that would permit an order of the New Ordinary Shares or
possession or distribution of this Announcement or any other
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and are only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", within the meaning of the Prospectus
Regulation (Regulation (EU) 2017/1129) as implemented in the United
Kingdom by regulation 33 of the Prospectus (Amendment etc.) (EU
Exit) Regulations 2019 (Regulation 2019/1234), (B) if in the United
Kingdom, qualified investors who (i) have professional experience
in matters relating to investments who fall within the definition
of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) fall within the definition of "high
net worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the Order or (C) persons to whom it may
otherwise lawfully be communicated (each, a "Relevant Person"). No
other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
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.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Group's expectations, intentions
and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts.
These forward-looking statements, which may use words such as
"aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Group's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by the UK Financial Conduct Authority ("FCA"), the
London Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward- looking
statements, whether as a result of new information, future events
or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Shore Capital and Corporate, which is authorised and regulated
in the UK by the FCA, is acting as nominated adviser to the Company
in connection with the matters described in this announcement and
is not acting for any other persons in relation to the Placing.
Shore Capital and Corporate is acting exclusively for the Company
and for no one else in relation to the contents of this
announcement and persons receiving this announcement should note
that Shore Capital and Corporate will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Shore Capital and Corporate or for advising any other
person on the arrangements described in this announcement. The
responsibilities of Shore Capital and Corporate as the Company's
nominated adviser under the AIM Rules and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director, Shareholder or
other person in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this announcement
and/or the application form, or otherwise.
Zeus Capital and Shore Capital Stockbrokers, which are both
authorised and regulated in the United Kingdom by the FCA, are
acting as joint brokers ("Joint Brokers") to the Company in
connection with the matters described in this announcement and are
not acting for any other persons in relation to the Placing. Each
Joint Broker is acting exclusively for the Company and for no one
else in relation to the contents of this announcement and persons
receiving this announcement should note that neither Joint Brokers
will be responsible to anyone other than the Company for providing
the protections afforded to clients of such Joint Broker or for
advising any other person on the arrangements described in this
announcement.
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 or on
behalf of the Company (except to the extent imposed by law or
regulations), the Joint Brokers or Shore Capital and Corporate or
by their affiliates or their respective agents, directors, officers
and employees as to, or in relation to, the contents of this
Announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by any of
them, or on their behalf, the Company or any other person in
connection with the Company, the Placing or Admission or for 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. Each of the Joint
Brokers and Shore Capital and Corporate and their affiliates and
agents disclaims to the fullest extent permitted by law all and any
responsibility or liability whatsoever, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of
this Announcement or any such statement.
The New Ordinary Shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than to
trading on AIM.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing by making or
accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement
in its entirety and to be making such offer on the terms and
subject to the conditions set out in this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
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into, or forms part of, this Announcement.
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