TIDMESYS
RNS Number : 6895E
essensys PLC
09 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ESSENSYS PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF
ESSENSYS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) ("UK MAR").
9 July 2021
essensys plc
Result of Placing
essensys plc (AIM:ESYS) ("essensys", the "Company" or, together
with its subsidiary undertakings, the "Group"), the leading global
provider of mission critical software-as-a-service ("SaaS")
platforms and on-demand cloud services to the flexible workspace
industry, is pleased to announce that, further to the announcement
made on 8 July 2021 regarding the Fundraising (the "Launch
Announcement"), an aggregate of 10,984,552 Primary Placing Shares
have been successfully placed by Singer Capital Markets Securities
Limited and Berenberg at an Offer Price of 285 pence per Placing
Share to raise gross proceeds for the Company of approximately
GBP31.3 million.
Following the deduction of associated fees and expenses, the net
proceeds receivable by the Company will be approximately GBP30
million and which will be used to accelerate the Company's growth
strategy and product development as further described in the Launch
Announcement.
Additionally, the Secondary Placing has raised approximately
GBP6.3 million of gross proceeds for Mark Furness, Chief Executive
Officer, through the placing of 2,219,563 Secondary Placing Shares
at the Offer Price.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcement, unless the context provides otherwise.
Jon Lee, Non-executive Chairman of essensys plc, said:
"We are delighted by the market's reaction to our proposed
placing of new shares, are grateful for the continued support of
existing investors and look forward to welcoming new shareholders
onto the register. We are also pleased to be launching the open
offer, thereby providing an opportunity for our wider shareholder
base to participate in the fundraise.
"We are excited by the long-term growth opportunities ahead for
the Company and look forward to updating the market on our progress
as we deploy the proceeds of our significantly oversubscribed
placing."
Related party transactions
Certain Directors of the Company (the "Participating Directors")
have participated in the Primary Placing. The number of Primary
Placing Shares conditionally subscribed for by each of the
Participating Directors pursuant to the Primary Placing, and their
resulting shareholdings on Admission are set out below:
Participating Number of Number of Number of Percentage
Director(*) Existing Primary Placing Ordinary of Ordinary
Ordinary Shares subscribed Shares held Shares on
Shares for in the on Admission Admission**
Placing
Jon Lee (Non-executive
Chair) 66,225 35,088 101,313 0.16%
---------- ------------------- -------------- -------------
Alexandra Notay
(Non-executive
Director) 0 2,632 2,632 0.004%
---------- ------------------- -------------- -------------
(*) neither of the Participating Directors intends to take up
their respective Open Offer Entitlements under the Open Offer
(**) assuming all of the Open Offer Shares are taken up in full
under the Open Offer
Canaccord Genuity Group Inc. ("Canaccord"), a substantial
shareholder of the Company (as defined in the AIM Rules), has
conditionally acquired 3,406,294 Placing Shares at the Offer
Price.
The participations of the Participating Directors and Canaccord
each constitute related party transactions under rule 13 of the AIM
Rules.
Accordingly, the Directors (other than the Participating
Directors), consider, having consulted with Singer Capital Markets
Advisory LLP, acting in its capacity as the Company's nominated
adviser, that the terms of the participations of the Participating
Directors and Canaccord in the Placing are fair and reasonable
insofar as the Company's Shareholders are concerned.
Participation of the Seller in the Secondary Placing
2,219,563 Secondary Placing Shares have been conditionally
placed on behalf of Mark Furness, Chief Executive Officer, and as a
result his interest in Ordinary Shares will, following Admission,
be as follows:
Director(*) Number of Number of Number of Percentage
Existing Secondary Ordinary of Ordinary
Ordinary Placing Shares Shares held Shares on
Shares placed in on Admission Admission(**)
the Secondary
Placing
Mark Furness (Chief
Executive Officer) 21,548,629 2,219,563 19,329,066 30.0%
----------- ---------------- -------------- ---------------
(*) Mark Furness does not intend to take up his Open Offer
Entitlement under the Open Offer
(**) assuming all of the Open Offer Shares are taken up in full
under the Open Offer
In connection with the Secondary Placing, Mark Furness has
agreed with the Joint Bookrunners, not to offer, issue, sell or
otherwise dispose of any further Ordinary Shares for a period of 12
months from Admission. These selling restrictions are subject to
certain customary exceptions.
No members of the Concert Party (as defined in the Company's
Admission Document available to view on the Company's website) have
participated in the Primary Placing or intend to participate in the
Open Offer . As a result of Mark Furness' conditional sale of the
Secondary Placing Shares pursuant to the Secondary Placing and
assuming full take up of the Open Offer, following Admission, the
Concert Party will hold 24,930,272 Ordinary Shares, representing
approximately 38.7 per cent. of the Company's enlarged issued share
capital (assuming all of the Open Offer Shares are taken up in full
under the Open Offer).
General Meeting
The Fundraising and the issue of the New Ordinary Shares are
conditional upon, among other things, the Resolutions being duly
passed by Shareholders at the General Meeting. In response to the
coronavirus pandemic, the UK Government has introduced a number of
measures in England aimed at controlling the spread of the COVID-19
virus. The Board has been closely monitoring the ongoing COVID-19
situation and, on the basis of the UK Government's roadmap out of
lockdown, the General Meeting has been arranged on the assumption
that the General Meeting will be able to be held as an open,
physical meeting. If the position changes, the Company will
communicate any updates on its website at
www.essensys.tech/investors and, where appropriate, through a
regulatory announcement, before the General Meeting.
The Circular is expected to be despatched to Shareholders on or
around 9 July 2021 and the Circular, once published, will be
available on the Company's website at
www.essensys.tech/investors.
Admission, settlement and dealings
Application will be made for Admission of the New Ordinary
Shares (comprising 10,984,552 Primary Placing Shares and up to
701,755 Open Offer Shares). Subject to, amongst other things, the
passing of the Resolutions, settlement for the New Ordinary Shares
and Admission are expected to take place at 8.00 a.m. on or around
27 July 2021. In addition to the passing of the Resolutions, the
Fundraising is conditional upon, among other things, Admission
becoming effective and neither the Placing Agreement nor the
Sell-down Agreement being terminated in accordance with their
terms.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Alan Pepper, Chief
Financial Officer of the Company.
Enquiries:
+44 (0)20 3102
essensys plc 5252
Mark Furness (Chief Executive Officer)
Alan Pepper (Chief Financial Officer)
Singer Capital Markets (formerly N+1 Singer)
(nominated adviser, joint broker and joint +44 (0)20 7496
bookrunner) 3000
Peter Steel / Harry Gooden / George Tzimas
+44 (0)20 3207
Berenberg (joint broker and joint bookrunner) 7800
Ben Wright / Mark Whitmore / Tejas Padalkar
+44 (0)20 3727
FTI Consulting (public relations adviser) 1000
Jamie Ricketts / Eve Kirmatzis / Talia Jessener
/ Victoria Caton
About essensys plc
essensys is the leading global provider of mission-critical SaaS
platforms and on-demand cloud services to the high growth flexible
workspace industry. essensys' software is specifically designed and
developed to help solve the complex operational challenges faced by
multi-site flexible workspace operators as they grow and scale
their operations. The Group's technology allows operators to
deliver a range of differentiated, flexible and customer-specific
services to a broad base of tenants across multiple locations and
helps operators to manage the cost, operational and technological
challenges they typically encounter.
essensys' two SaaS platforms, Connect and Operate, address these
complex operational challenges, and reduce costs by simplifying the
day-to-day management of flexible workspaces and the provision of
on-demand IT, technology and infrastructure services to tenants.
essensys' platforms automate key tasks and processes and help
flexible workspace providers deliver highly efficient,
customer-centric workspace solutions and member experiences with
enterprise class services.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK
PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE,
PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN ESSENSYS PLC.
THE NEW ORDINARY SHARES AND THE SECONDARY PLACING SHARES HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED BELOW)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW
ORDINARY SHARES OR THE SECONDARY PLACING SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
the Open Offer and/or issue of, or subscription for, the New
Ordinary Shares, or the acquisition of the Secondary Placing
Shares, in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Joint Bookrunners or any
of their respective affiliates, agents, directors, partners
(persönlich haftende Gesellschafter), officers or employees
(together "Representatives") that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes
are required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Australia,
New Zealand, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of New Ordinary Shares is being made in any such
jurisdiction.
All offers of the New Ordinary Shares in the United Kingdom or
the EEA will be made pursuant to an exemption from the requirement
to produce a prospectus under the UK Prospectus Regulation or the
EU Prospectus Regulation, as appropriate. In the United Kingdom,
this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") does not require the
approval of the relevant communication by an authorised person.
The New Ordinary Shares and the Secondary Placing Shares have
not been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada,
no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained from the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the New Ordinary Shares or the Secondary Placing Shares and such
shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of the United States, Australia, New Zealand, Canada, the
Republic of South Africa or Japan. Accordingly, the New Ordinary
Shares and the Secondary Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, New Zealand, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Singer Capital Markets Securities Limited is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom and is acting as joint broker and joint bookrunner
exclusively for the Company and no one else in connection with the
Fundraising and Admission and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Fundraising
and Admission or any other matters referred to in this
Announcement.
Singer Capital Markets Advisory LLP is authorised and regulated
by the FCA in the United Kingdom and is acting as nominated adviser
to the Company in connection with the Fundraising and Admission and
to no-one else and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in relation to the Fundraising or Admission or
any other matter referred to in this Announcement. Singer Capital
Markets Advisory LLP's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director of the Company or to any other person.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and is deemed authorised
under the Temporary Permissions Regime and subject to limited
regulation by the FCA, is acting as joint bookrunner and joint
broker exclusively to the Company and no one else in connection
with the Placing. Berenberg will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective Representatives 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 therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares and the Secondary Placing Shares have been subject
to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors
who meet the criteria of professional clients and eligible
counterparties, each as defined in paragraph 3 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (for the
purposes of UK Product Governance Requirements) should note that:
(a) the price of the New Ordinary Shares and the Secondary Placing
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares and the Secondary Placing
Shares offer no guaranteed income and no capital protection; and
(c) an investment in the New Ordinary Shares and the Secondary
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, the Joint Bookrunners 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 New Ordinary
Shares or the Secondary Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and the
Secondary Placing Shares and determining appropriate distribution
channels.
EEA product governance
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 in the European
Economic Area (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 New Ordinary Shares
and the Secondary Placing Shares have been subject to a product
approval process, which has determined that the New Ordinary Shares
and the Secondary Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the New
Ordinary Shares and the Secondary Placing Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares and the Secondary Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the New Ordinary Shares and the Secondary 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, the Joint Bookrunners
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 New Ordinary Shares
or the Secondary Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and the
Secondary Placing Shares and determining appropriate distribution
channels.
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