TIDMFJET
RNS Number : 8811E
Fastjet PLC
21 July 2016
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
fastjet Plc
("fastjet", the "Company" or the "Group")
21 July 2016
Proposed Placing and Open Offer
fastjet, the low-cost African airline, is pleased to announce a
proposed capital raising to raise gross proceeds of GBP15 million
through the issue of new ordinary shares by way of a placing (the
"Placing") and additional gross proceeds of up to approximately
GBP4.2 million (being the EUR5 million maximum amount permitted not
requiring the publication by the Company of a prospectus under the
Prospectus Rules) through the issue of up to 8,302,762 new ordinary
shares by way of an open offer (the "Open Offer") (together the
"Capital Raising"), all at 50 pence per new ordinary share (the
"Issue Price").
The Issue Price of 50 pence represents a significant premium of
approximately 116 per cent to the closing price of each existing
ordinary share of fastjet of 23.13 pence on 20 July 2016 (being the
last practicable date prior to publication of this Announcement).
The Issue Price has been set at a premium to the current share
price so as to enable a number of the existing shareholders to
satisfy their internal ownership limits. These shareholders,
representing over 50% of the share register, have indicated they
are supportive of the proposed Placing which will provide the
Company with sufficient funds to execute its new business plan.
The Placing which is being conducted by way of an accelerated
book-building process to qualifying investors will be launched
immediately following this Announcement, in accordance with the
terms and conditions set out in the Appendix to this
Announcement.
Participants in the Placing and Open Offer will, if the Capital
Raising becomes unconditional, also be issued with warrants
("Warrants") on the basis of one Warrant to subscribe for one new
ordinary share in the Company for every new ordinary share
subscribed under the Capital Raising. The Warrants will have an
exercise price of 31.5 pence per share (based on a share weighted
average of the 23.13 pence closing price on 20 July and the Issue
Price) and an exercise period from the date of issue until 31 July
2021. The Warrants will be exercisable immediately from the date of
issue but will not be initially listed or admitted to trading.
However, the Company intends to seek a listing and admission to
trading of the Warrants on an appropriate exchange as soon as
practicable.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner
("Bookrunner") on the Placing. The Placing and Open Offer are not
being underwritten.
The Placing and Open Offer are each conditional upon, inter
alia, the approval by shareholders in a General Meeting of the
Company ("General Meeting") and admission of the ordinary shares
placed pursuant to the Capital Raising to trading on AIM
("Admission").
The Company will shortly be publishing a circular (the
"Circular") in connection with the Capital Raising and will be
convening a General Meeting to approve certain matters necessary to
implement the Capital Raising (the "Authorising Resolutions").
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation.
Expected timetable of principal events
Event 2016
-------------------------------------- --------------
Record Date for entitlement under 6.00 p.m. on
the Open Offer 20 July
-------------------------------------- --------------
Ex-Entitlement Date 22 July
-------------------------------------- --------------
Posting of shareholder circular, 22 July
the Form of Proxy and, to Qualifying
non-CREST shareholders only, the
Application Forms
-------------------------------------- --------------
Latest time and date for receipt 10:00 a.m. on
of Forms of Proxy from 4 August
Shareholders
-------------------------------------- --------------
Latest time and date for receipt 11:00 a.m. on
of completed Application Forms 5 August
and payment in full under the
Open Offer
-------------------------------------- --------------
General Meeting of the Company 10:00 a.m. on
8 August
-------------------------------------- --------------
Admission and commencement of 9 August
dealings in the new ordinary shares
-------------------------------------- --------------
The times and dates set out in the table above and mentioned
throughout this announcement are indicative only and may be
adjusted by the Company (in consultation with Liberum).
Background to the Capital Raising
2015 was a challenging year for fastjet, in which the Company
encountered difficult macroeconomic conditions in its markets,
delays in obtaining flying rights into Kenya, and new international
routes performing below expectations, as well as various changes to
executive management and the Board. These challenges contributed to
the disappointing financial results and poor cash flow, which were
set out in the Annual Report and Accounts 2015.
2015 was also a year of network and fleet growth for fastjet,
having raised US$75m by way of an equity fundraising. The fleet
grew from three to six aircraft in 2015, including the acquisition
of the Group's first owned aircraft. A second airline and base were
launched in Zimbabwe in 2015 and the two airlines currently operate
13 routes to 11 destinations in six countries in Africa.
Since the launch of fastjet Tanzania in 2012, fastjet has
carried over 2 million passengers. In 2015, over 775,000 passengers
were carried, a 30 per cent. increase on the prior year.
In December 2015, fastjet announced it had been granted approval
by the Kenyan government to operate flights between Kenya and
Tanzania. Flights between Dar es Salaam and Nairobi were launched
in January 2016. However, ticket sales on this route have been
lower than anticipated as fastjet experienced delays in setting up
distribution channels and competitors reduced their fares.
The trading environment in which the Company operates remains
challenging. Although the yield per passenger continues to improve
from its low point in October 2015, passenger numbers remain lower
than expected. We are pleased to report that domestic routes within
Tanzania are showing signs of recovery, however, international
services remain challenging.
Passenger numbers for the half year ended 30 June 2016 were
approximately 390,000 (2015: 363,726) but load factors have
declined to 47 per cent. (2015: 70 per cent.) due to the increase
in available capacity from the enlarged fleet in the past 12
months. Although the ongoing cost reduction programme and the
recent reduction in routes and fleet size are yielding material
benefits, the Group continues to be cash flow negative and, as
previously announced, expects to report a trading loss for
2016.
Strategy
Following a review of the Company's financial performance in
2015 and scrutiny of its operations, the Board's revised business
plan which includes input from the new CEO, Nico Bezuidenhout,
initially prioritises the initiatives required to stabilise the
business in the short term. These include continuing with the cost
reduction programme and ensuring careful management of the
Company's current cash resources, rationalising routes to match
capacity with demand and paring back expansion, with no new routes
expected to launch for the remainder of 2016. A more flexible
approach to the traditional low cost carrier model will also be
employed. Better alignment of the Company's infrastructure and
fleet to its stage of development and ensuring overheads are
appropriate for the size of fastjet's operations is essential, in
the Board's opinion, to achieving the desired improvement in cost
management.
There are a number of revenue generating initiatives currently
underway. In June 2016 the Company introduced a new mobile payment
platform which offers a faster and more convenient means of payment
for customers as well as lower transaction costs for fastjet
compared with the previous platform. The new system provides
improved tracking and data analysis and broadens the geographical
scope of fastjet's mobile money facilities, expecting to reach
fastjet customers in more countries and with an estimated 30%
reduction in transactions costs.
A new consolidated call centre opened in South Africa in June
2016 offering multi-lingual services and covering Tanzania, Kenya,
Uganda, Zambia, Zimbabwe and South Africa markets. The call centre
is expected to improve sales conversions and improve the quality of
service provided to customers located in those important African
markets.
The planned introduction of a Global Distribution System (GDS)
in September 2016 is expected to increase sales through improved
accessibility to travel agents and compatibility with other
airlines' schedules and ticketing as well as facilitating new and
existing interline agreements. The new GDS will offer travel agents
greater visibility of fastjet's routes and schedules and agents
will be able to access fastjet seats at better prices compared with
the current structure.
Strengthening the Board and its composition is another priority
for the Group. As announced on 9 June 2016 Nico Bezuidenhout will
be joining the Group on 1 August 2016 as its Chief Executive
Officer. Mr Bezuidenhout joins fastjet from Mango Airlines, the
low-cost carrier subsidiary of South African Airways, where he has
been CEO since Mango commenced operations ten years ago. During his
tenure, Mr Bezuidenhout grew the airline's market share to 25 per
cent of the South African domestic air travel market and the fleet
to ten Boeing 737-800 aircraft. He also achieved the lowest unit
cost within the South African aviation industry through high
aircraft utilisation and sustained good load factors.
The Board believes that Mr Bezuidenhout will bring strong
commercial and strategic skills and a wealth of experience of
operating a low-cost carrier in Africa. This experience, together
with his detailed knowledge of the markets in which fastjet
operates, will be invaluable to the Company as it seeks to
stabilise the business and capture the growth opportunities in the
region.
Although he has yet to join the Company, the Board and Mr
Bezuidenhout have already identified a number of opportunities to
stabilise the business and address many of the challenges the
Company faces. These include a fundamental review of the fleet,
both the size and type of aircraft operated, the routes flown,
revenue generation initiatives and the relocation of the Head
Office to Africa.
Mr Bezuidenhout will be based in Africa and will oversee the
relocation of support functions and management closer to its
operations and market. The Company intends to further strengthen
the Board with additional Non-Executive Directors in due
course.
Upon joining the Company in August 2016 Mr Bezuidenhout will
initiate a review of the business. It is envisaged that existing
cost cutting programme will be complete by Q4 2016 when the second
phase will be initiated. Further to the review, the Company expects
further route rationalisation in Q4 2016 when it expects to
announce the decision on its fleet. The decision on the head office
relocation and its implementation are also expected to commence in
Q4 2016. With new revenue initiatives due to commence in Q4 2016,
the Company is targetting a cash-flow break even position by the
end of 2017.
With stability established, the Company's medium to long term
strategy remains to realise its vision of becoming a pan-African
low-cost carrier.
Future Prospects
Although the ongoing cost reduction programme and the recent
reduction in routes and fleet size are yielding material benefits
the Group continues to be cash flow negative. Accordingly the funds
raised from this proposed Placing will provide the Group with
essential working capital and importantly the resources to effect
the necessary changes to our operations and fleet, to reduce costs
further and pursue revenue generating initiatives. In addition,
funds received from the Open Offer will allow the Board additional
flexibility as they execute their new business plan.
With funding in place, the Board will implement its revised
business plan and expects to see future growth as markets
improve.
The Board believes that with a new CEO, who has a proven track
record of successfully operating a low cost carrier in Africa,
combined with a more pragmatic approach to operating the business,
a much reduced cost base and management positioned in proximity to
our markets and customers the Group has a viable and attractive
future.
Use of proceeds
The Company will use the proceeds of the Capital Raising (after
expenses) as follows:
-- For working capital purposes, allowing the Company to
stabilise the business and introduce new revenue generating
initiatives; and
-- To implement the Company's revised business plan which is
likely to include the introduction of new aircraft type to the
fleet and the relocation of the Company's UK head office to
Africa.
In addition to the Capital Raising, the Company is intending to
sell its owned Airbus A319 in the course of the next 6-12 months.
There can be no certainty that a sale on commercially acceptable
terms will be achievable but should a sale be completed, the net
proceeds of the sale will augment the use of proceeds set out
above.
Working capital
The Directors believe that following receipt of the proceeds of
the Placing, the Company will have sufficient working capital to
finance its operations for at least the next 12 months.
Details of the Placing, Open Offer and Warrants to Subscribe
Details of the Placing
The Placing is being conducted by way of an Accelerated
Book-Build led by Liberum as Sole Bookrunner.
Based on the Issue Price, the proceeds of the Placing net of
expenses will be approximately GBP14.3 million. Liberum will
receive its professional fees pursuant to the Placing in the form
of new ordinary shares in the Company at the Issue Price.
Details of the number of new ordinary shares conditionally
placed with institutional and other investors pursuant to the
Placing ("Placing Shares") and gross proceeds will be announced as
soon as practicable after the close of the book-building
process.
The books for the Accelerated Book-Build will open with
immediate effect. The books are expected to close no later than
3.00 pm (London) today. The timing of the closing of the books and
the making of allocations may be accelerated or delayed at the
Bookrunner's sole discretion. The Appendix to this Announcement
contains the detailed terms and conditions of the Accelerated
Book-Build. The Placing is not being underwritten by Liberum or any
other person.
Qualifying investors who are invited, and who choose, to
participate in the Accelerated Book-Build by making an oral and
legally binding offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety,
including the Appendix, and to be making such offer on the terms
and subject to the conditions contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and
will rank pari passu with existing ordinary shares of the Company
("Existing Ordinary Shares"), including the right to receive all
dividends and other distributions (if any) declared, made or paid
on or in respect of such shares after the date of their issue.
The Company has entered into a placing agreement (the "Placing
Agreement") with the Bookrunner on customary terms and conditions
pursuant to which the Bookrunner has conditionally agreed, as
agents for the Company, to use its reasonable endeavours to procure
Placees for the Placing Shares at the Issue Price.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this announcement (which
forms part of this announcement) (together, the
"Announcement").
Details of the Open Offer
Subject to the fulfilment of certain conditions, Qualifying
Shareholders are being given the opportunity to subscribe for new
ordinary shares pursuant to the Open Offer ("Open Offer Shares") at
a price of 50 pence per Open Offer Share, pro rata to their
holdings of Existing Ordinary Shares on the Record Date on the
basis of:
1 Open Offer Share for every 8 Existing Ordinary Shares
Open Offer Entitlements will be rounded down to the nearest
whole number of Open Offer Shares.
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlement in full, to
apply for Excess Shares through the Excess Application
Facility.
The Open Offer Shares will be allotted and issued following and
conditional on, inter alia, the passing of the Authorising
Resolutions at the General Meeting.
Assuming full take-up under the Open Offer, the issue of the
Open Offer Shares will raise further gross proceeds of
approximately GBP4.2 million for the Company.
The Open Offer Shares will, upon issue, rank pari passu with the
Placing Shares and the Existing Ordinary Shares.
Qualifying Shareholders with holdings of Existing Ordinary
Shares in both certificated and uncertificated form will be treated
as having separate holdings for the purpose of calculating the Open
Offer Entitlements.
It should be noted that the Open Offer is not a rights issue.
Accordingly, the Application Form is not a document of title and
cannot be traded. Any Open Offer Shares not applied for under the
Open Offer will not be sold in the market or placed for the benefit
of Qualifying Shareholders who do not take up their rights to
subscribe under the Open Offer.
Excess Application Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Open Offer
Entitlement in full, to apply for Excess Open Offer
Entitlements.
Qualifying non-CREST Shareholders who wish to apply to acquire
more than their Open Offer Entitlement should complete the relevant
sections on the Application Form. Qualifying CREST Shareholders
will have Excess CREST Open Offer Entitlements credited to their
stock account in CREST and should refer to paragraph 4 of Part III
of the Circular for information on how to apply for Excess Shares
pursuant to the Excess Application Facility. Open Offer Shares will
be available to satisfy Excess Open Offer Entitlements only and to
the extent that applications by other Qualifying Shareholders are
not made or are made for less than their Open Offer Entitlements.
Once subscriptions by Qualifying Shareholders under their
respective Open Offer Entitlements have been satisfied, the Company
shall, in its absolute discretion, determine whether to meet any
excess applications in full or in part and no assurance can be
given that applications by Qualifying Shareholders under the Excess
Application Facility will be met in full, in part or at all.
Application will be made for the Open Offer Entitlements and
Excess Open Offer Entitlements in respect of Qualifying CREST
Shareholders to be admitted to CREST. It is expected that such Open
Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST at 8.00 a.m. on 25 July 2016. Such Open Offer
Entitlements and Excess Open Offer Entitlements will also be
enabled for settlement in CREST at 8.00 a.m. on 25 July 2016.
Applications through the means of the CREST system may only be made
by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
Qualifying non-CREST Shareholders will receive an Application
Form with the Circular which sets out their entitlement to Open
Offer Shares as shown by the number of Open Offer Entitlements
allocated to them. Qualifying non-CREST Shareholders should note
that the Application Form is not a negotiable document and cannot
be traded.
Qualifying CREST Shareholders will receive a credit to their
appropriate stock accounts in CREST in respect of their Open Offer
Entitlements as soon as possible after 8.00 a.m. on 9 August 2016.
Qualifying CREST Shareholders should note that although the Open
Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST and be enabled for settlement, applications in
respect of entitlements under the Open Offer may only be made by
the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
If applications are made for less than all of the Open Offer
Shares available, then the lower number of Open Offer Shares will
be issued and any outstanding Open Offer Entitlements will
lapse.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part III of the
Circular.
For Qualifying non-CREST Shareholders, completed Application
Forms, accompanied by full payment, should be returned by post or
by hand (during normal business hours only) to Neville Registrars
Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands,
B63 3DA so as to arrive as soon as possible and in any event so as
to be received no later than 11.00 a.m. on 5 August 2016. For
Qualifying CREST Shareholders the relevant CREST instructions must
have been settled as explained in the Circular by no later than
11.00 a.m. on 5 August 2016.
Warrants to Subscribe
The Warrants to subscribe will be issued to Placees under the
terms of the Placing and to Open Offer subscribers under the terms
of the Open Offer on the basis of one Warrant to subscribe for one
new ordinary share in the Company for every new ordinary share
subscribed under the Capital Raising. The Warrants will have an
exercise price of 31.5 pence per share and an exercise period from
the date of issue until 31 July 2021 and if not exercised prior to
that date shall lapse.
Conditions and other information relating to the Capital
Raising.
The Placing, the Open Offer and the issue of the Warrants to
Subscribe are conditional, inter alia, upon:
a) the passing of the Authorising Resolutions (without amendment);
b) the Placing Agreement becoming unconditional in all respects
and not having been terminated in accordance with its terms;
and
c) Admission becoming effective by no later than 8.00 a.m. on 9
August 2016 (or such later time and/or date as the Company and
Liberum may agree (being not later than 8.00 a.m. on 31 August
2016).
Accordingly, if such conditions are not satisfied, or, if
applicable, waived, the respective part or parts of the Capital
Raising will not proceed. If the Placing does not proceed, the
Company will not have sufficient working capital to finance its
operations for the next 12 months.
If the Open Offer does not proceed any applications made by
Qualifying Shareholders will be rejected and application monies
will be returned without payment of interest as soon as
practicable.
Related Party Transactions
M&G Investment Management Ltd, by virtue of its holding of
more than 10 per cent. of the existing issued share capital of the
Company, is considered a related party of the Company and its
participation in the Placing is considered a 'related party
transaction' under the AIM Rules for Companies. The Directors
consider having consulted the Company's Nominated Adviser, Liberum,
that the terms of the Placing are fair and reasonable in so far as
its Shareholders are concerned.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings for
normal settlement in the New Ordinary Shares on AIM will commence
at 8.00 a.m. on 9 August 2016.
Proposed Reorganisation
As at the close of business on 20 July 2016 the price of the
Existing Ordinary shares was 23.13 pence which is below their
nominal value of GBP1 per share. The issue of new shares by a UK
company at a price below their nominal value is prohibited by UK
company law and accordingly it is not possible to effect the
Capital Raising without reorganising the Existing Ordinary
Shares.
Accordingly the Directors are seeking Shareholders' authority to
implement the reorganise the Existing Ordinary Shares so that the
nominal value of the Company's ordinary shares is changed to 1p to
enable the Placing and Open Offer Shares to be issued at the Issue
Price.
In order to effect the Reorganisation each Existing Ordinary
Share of GBP1 each be subdivided and converted into one New
Ordinary Share of 1p and 11 B Deferred Shares of 9p each.
As a consequence of the Reorganisation each Shareholder's
holding of New Ordinary Shares will immediately following the
Reorganisation becoming effective be exactly the same as the number
of Existing Ordinary Shares held by them on the Record Date.
The New Ordinary Shares will continue to carry the same rights
as attached to the Existing Ordinary Shares. The last day of
trading on AIM in the Existing Ordinary Shares is expected to be 8
August 2016.
If the Reorganisation is approved, the New Ordinary Shares will
be admitted to trading on AIM with no change to the existing ISIN:
GB00BWGCH354.
As the number of New Ordinary Shares held be each holder will
remain the same following the Reorganisation, no new share
certificates will be issued, and existing certificate(s) will
remain valid for the quantity shown.
Shareholders who hold their entitlement to Existing Ordinary
Shares in uncertificated form through CREST should expect the CREST
description of the stock adjusted to reflect their nominal value on
9 August 2016.
Following the Reorganisation Existing Shareholders will hold, in
addition to each New Ordinary Share which they hold, 11 B Deferred
Shares of 9p each. The B Deferred Shares will be effectively
valueless as they will not carry any rights to vote or dividend
rights. In addition, holders of B Deferred Shares will only be
entitled to a payment on a return of capital or on a winding up of
the Company after each of the holders of Ordinary Shares have
received a payment of GBP10,000,000 on each such share. The B
Deferred Shares will not be listed or traded on AIM and will not be
transferable without the prior written consent of the Board. No
share certificates will be issued in respect of the B Deferred
Shares, nor will CREST accounts of shareholders be credited in
respect of any entitlement to B Deferred Shares.
S
For more information, contact:
fastjet Plc Tel: +44 (0) 20 3651
6307
Colin Child, Executive Chairman
Lisa Mitchell, Chief Financial
Officer
UK media - Citigate Dewe Tel: +44 (0) 20 7638
Rogerson 9571
Toby Moore
Eleni Menikou
Nick Hayns
South African media - Tribeca Tel: +27 (0) 11 208
Public Relations 5500
Cian Mac Eochaidh
Kelly Webster
For investor enquiries please
contact:
Liberum Capital Limited - Tel: +44 (0) 20 3100
Nominated Adviser and Joint 2222
Broker
Clayton Bush
Christopher Britton
Jill Li
W.H. Ireland Ltd.- Joint Tel: +44 (0) 20 7220
Broker 1666
James Joyce
NOTES TO EDITORS
About fastjet Plc
fastjet Plc is the holding company of the low cost airline
fastjet which commenced flights under the fastjet brand in Tanzania
in November 2012. fastjet Zimbabwe was successfully launched in
October 2015. By adhering to international standards of safety,
quality, security and reliability; fastjet has brought a new flying
experience to the African market at unprecedented low prices.
Utilising its fleet of Airbus A319s, fastjet is implementing the
low-cost model across Africa and its long-term strategy is to
become the continent's first low-cost, pan-African airline.
The results of a customer satisfaction survey showed that 100%
of customers were likely to recommend fastjet to a friend. In
developing its strong brand and identity, fastjet has won and been
nominated for a number of awards, including winning three Transform
awards for the rebrand and launch of fastjet, the award for "Brand
Strategy of the Year" at 2014's Drum Marketing Awards in London,
and the Transport Innovator Award at the 8th Transport Africa
Awards 2015 in Johannesburg.
fastjet Plc is quoted on the London Stock Exchange's AIM
Market.
For more information see www.fastjet.com
Important Information
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards (IFRS) applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
Any forward-looking 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 the Financial Conduct Authority (the FCA),
the London Stock Exchange or applicable law, the Company expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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
Liberum or by any of their respective affiliates or agents as to,
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, is acting for the Company and for no-one else in
connection with the Placing, and will not be responsible to anyone
other than the Company for providing the protections afforded to
its customers or for providing advice to any other person in
relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or any of Liberum that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
Liberum to inform themselves about, and to observe such
restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
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.
APPIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION 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, AUSTRALIA,
CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER
OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the Placees), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular each such Placee represents, warrants and
acknowledges to the Company and the Bookrunner that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons; and
3. either:(a) (i) it is not in the United States, and (ii) it is
not acting for the account or benefit of a person in the United
States; (b) it is a dealer or other professional fiduciary in the
United States acting on a discretionary basis for a non-US person
(other than an estate or trust) in reliance on Regulation S; or (c)
it is otherwise acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the
Securities Act.
The Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum has entered into the Placing Agreement with the Company
under which Liberum has conditionally agreed on the terms and
subject to the conditions set out therein, as agent for the
Company, to use its reasonable endeavours to place the Placing
Shares at the Issue Price with certain institutional investors. The
Placing is not being underwritten by Liberum or any other
person.
The number of Placing Shares at the Issue Price will be
determined following completion of the Accelerated Book-Build as
set out in this Announcement.
The Placing Shares will, when issued, be credited as 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 (if any) declared, made or paid on or in respect of
the Existing Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made for admission of the Placing Shares to
trading on AIM. It is expected that settlement of any such shares
and Admission will become effective on or around 8.00 am on 9
August 2016 and that dealings in the Placing Shares will commence
at that time.
Accelerated Book-Build
The Bookrunner will today commence an accelerated book-building
process in respect to the Placing to determine demand for
participation in the Placing by any Placees at the Issue Price.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Accelerated Book-Build. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing (in whole or in part) by such alternative method to the
Accelerated Book-Build as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Accelerated Book-Build and
Placing as an agent of the Company.
2. Participation in the Accelerated Book-Build will only be
available to persons who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunner and its respective
affiliates are entitled to enter bids in the Accelerated Book-Build
as principal.
3. The Accelerated Book-Build will establish the number of
Placing Shares to be issued at the Issue Price, which will be
agreed between the Bookrunner and the Company following completion
of the Accelerated Book-Build. The number of Placing Shares will be
announced on a Regulatory Information Service following the
completion of the Accelerated Book-Build.
4. To bid in the Accelerated Book-Build, prospective Placees
should communicate their bid by telephone to their usual sales
contact at Liberum. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Bids may be scaled down by the Bookrunner on the basis
referred to paragraph 8 below.
5. The Accelerated Book-Build is expected to close no later than
3.00 pm (London) today but may be closed earlier or later at the
discretion of the Bookrunner. The Bookrunner may, in agreement with
the Company, accept bids that are received after the Accelerated
Book-Build has closed.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Bookrunner whom they contact following the
close of the Accelerated Book-Build and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. An
applicable Bookrunner's oral or emailed confirmation to such Placee
will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the
Bookrunner and the Company, under which it agrees to subscribe for
the number of Placing Shares allocated to it at the Issue Price on
the terms and conditions set out in this Appendix (which are deemed
to be incorporated in such trade confirmation or contract note) and
in accordance with the Company's Articles of Association.
7. The Company will make a further announcement following the
close of the Accelerated Book-Build detailing the number of Placing
Shares to be issued at the Issue Price.
8. Subject to paragraphs 4 and 5 above, the Bookrunner may
choose to accept or reject bids, either in whole or in part, on the
basis of allocations determined at its discretion (in consultation
with the Company) and may scale down any bids for this purpose on
such basis as they may determine. The Bookrunner may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior
consent of the Company: (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time; and (ii) allocate Placing Shares after the Accelerated
Book-Build has closed to any person submitting a bid after that
time.
9. A bid in the Accelerated Book-Build will be made on the terms
and subject to the conditions in this Announcement and will be
legally binding on the Placee on behalf of which it is made and,
except with the consent of the Bookrunner, will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner, to pay to such
Bookrunner (or as such Bookrunner may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares for which such Placee has agreed to subscribe. Each
Placee's obligations will be owed to the Bookrunner.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations under the Accelerated Book-Build and Placing
will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
13. By participating in the Accelerated Book-Build, each Placee
agrees that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Liberum nor any of their respective
affiliates shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise whether or
not a recipient of these terms and conditions) in respect of the
Placing. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and the Bookrunner shall have no liability to the Placees for the
failure of the Company to fulfil those obligations. In particular,
neither Liberum nor any of its respective affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunner's conduct of the
Accelerated Book-Build or of such alternative method of effecting
the Placing (in whole or in part) as the Bookrunner and the Company
may agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(a) the approval of shareholders in a general meeting of the Company;
(b) admission taking place not later than 8.00 am on 9 August 2016;
(c) all document required to be submitted in connection with
Admission being delivered to the London Stock Exchange in
accordance with the AIM Rules for Companies;
(d) the Company being in compliance in all material respects
with its obligations under the Placing Agreement;
(e) none of the warranties in the Placing Agreement being
untrue, inaccurate or misleading.
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Bookrunner by the respective time or date where specified (or
such later time or date as the Company and the Bookrunner may
agree, but not being later than 8.00 am on 31 August 2016); (ii)
any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in its entirety (i.e.,
with no step-in rights being exercised by the Bookrunner) in the
circumstances specified below, the Placing will lapse and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee against the
Bookrunner in respect thereof.
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Liberum nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing, each
Placee agrees that any such decision is within the absolute
discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate its obligations under the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a material breach by the Company of any of its obligations
under the Placing Agreement; or
(c) in the Bookrunner's opinion, there having been a material
adverse change in the financial position, business or prospects of
the Group; or
(d) the occurrence of a force majeure event which, in the
opinion of the Bookrunner, makes it impractical or inadvisable to
proceed with the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in these terms and
conditions and will not be subject to termination by the Placee or
any prospective Placee at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by
the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunner, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and any Placees' commitments will be
made solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or any of Liberum or any other
person and neither the Bookrunner nor the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by any of the Bookrunner, the Company, or their
respective officers, directors, employees or agents.
Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing. Neither
the Company, nor the Bookrunner are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BWGCH354) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited (CREST) provided
that, subject to certain exceptions, the Bookrunner reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the close of the Accelerated Book-Build, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with the Bookrunner, stating the number of
Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to the Bookrunner (in GBP) and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with the
Bookrunner.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two (2) percentage points above LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Bookrunner all such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which the Bookrunner lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the
Bookrunner:
1. represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety and that its
subscription for Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Existing Ordinary Shares are admitted
to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules (collectively Exchange Information);
4. acknowledges that none of Liberum, the Company, any of their
respective affiliates or any person acting on behalf of any of them
has provided, and will not provide it, with any material regarding
the Placing Shares or the Company other than this Announcement; nor
has it requested any of Liberum, the Company, any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Liberum, their respective affiliates or any person acting on behalf
of any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of
Liberum or the Company, or, if received, it has not relied upon any
such information, representations, warranties or statements
(including any management presentation that may have been received
by any prospective Placee) and neither Liberum nor the Company will
be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and it will not
rely on any investigation that Liberum, its respective affiliates
or any person acting on behalf of any of them has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that none of Liberum, its respective affiliates
or any person acting on behalf of any of them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
8. represents and warrants that: (a) (i) it is not in the United
States, and (ii) it is not acting for the account or benefit of a
person in the United States; (b) it is a dealer or other
professional fiduciary in the United States acting on a
discretionary basis for a non-US person (other than an estate or
trust) in reliance on Regulation S; or (c) it is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act;
9. acknowledges that it is acquiring the Placing Shares for its
own account or for one or more accounts as to each of which it
exercises sole investment discretion, for investment purposes and
not with a view to any distribution or for resale in connection
with, the distribution thereof in whole or in part, in the United
States and that it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
10. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or
other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
11. unless otherwise specifically agreed in writing with
Liberum, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of the United
States, Australia, Canada, Japan or the Republic of South
Africa;
12. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Australia, Canada, Japan or the Republic of South Africa
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
13. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
14. represents and warrants that: (i) it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering
Regulations 2007 and (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the Regulations); and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Bookrunner such evidence, if
any, as to the identity or location or legal status of any person
which the Bookrunner may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by the Bookrunner on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Bookrunner may decide at
its sole discretion;
15. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Bookrunner has been
given to the offer or resale;
16. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six (6) months from Admission,
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000
(FSMA);
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive;
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances which do not require the
approval of the communication by an authorised person under section
21(1) of the FSMA;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Liberum in writing, represents
and warrants that it is a Qualified Investor within the meaning of
the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person: (i) who is an investment professionals within the meaning
of article 19(5) of the Order; (ii) who falls within Article
49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order; or (iii) to whom this
Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to you by the Bookrunner;
24. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Bookrunner may in its sole
discretion determine and without liability to such Placee and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that none of Liberum, its respective
affiliates, or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of Liberum and that Liberum and has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
26. undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. None of Liberum nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company, Liberum in respect of the same on the basis
that the Placing Shares will be allotted to the CREST stock account
of Liberum who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Liberum in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix to the Announcement;
29. agrees that the Company, Liberum and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bookrunner on their own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, Liberum and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, Liberum or any person acting on behalf of the
Company or Liberum that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Bookrunner
for itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Liberum will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Liberum in the
event that any of the Company and/or Liberum has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the
Bookrunner accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Liberum or any of their respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with that
Bookrunner on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of their own business
and the Placee will rank only as a general creditor of such
Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
-end-
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEAKDDKDBKDPOB
(END) Dow Jones Newswires
July 21, 2016 07:11 ET (11:11 GMT)
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