TIDMFUL
RNS Number : 2966V
Fulham Shore PLC (The)
06 August 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION,
DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DO NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF,
THE FULHAM SHORE PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION,
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
06 August 2020
The Fulham Shore PLC
("Fulham Shore", the "Company" or the "Group")
Trading update, new and revised GBP25.75 million bank facilities
and
proposed equity fundraise to raise GBP2.25 million
Highlights
Trading update
-- The majority of Franco Manca restaurants (49 of 51) and The
Real Greek restaurants (14 of 18) have now re-opened, serving
customers through a combination of dine-in, takeaway, click and
collect and delivery - early signs in both businesses are
promising.
-- Since 4 July 2020, when dine-in started to recommence, Group sales have risen week on week.
-- Due to social distancing requirements, the Board estimates
that re-opened restaurants can operate at approximately 60 to 70
per cent of their previous dine-in capacity - this reduction in
capacity has to some extent been compensated by an increase in
delivery and takeaway sales.
-- Effective cost saving measures implemented include rent
reductions, deferrals and waivers negotiated with many landlords.
Constructive dialogue with others is ongoing.
-- One new Franco Manco pizzeria, next to the Old Vic near
Waterloo station, due to open in September.
New banking arrangements and proposed Fundraise
-- The Fundraise and the New Facilities will position the Group
on a sound financial footing, enabling it to continue its policy of
best value menu pricing and providing substantial headroom over
current net debt.
-- Revision to and extension of existing RCF and new CLBIL
facility provides the Company with GBP25.75 million of debt
facilities.
-- Proposed equity fundraise of GBP2.25 million at a price of 6.25 pence per share.
-- Issue Price represents a 2 per cent. premium to the closing
mid-market share price on 5 August 2020.
-- Placing to be undertaken by way of an accelerated bookbuild, launching immediately.
-- The Directors are all intending to subscribe for shares in
the Fundraise for an aggregate amount of approximately
GBP600,000.
Introduction
Fulham Shore today provides a trading update and announces that
it has entered into a new GBP10.75 million debt facility and agreed
new terms for its existing GBP15 million banking facilities.
In addition, the Company intends to conduct a non-pre-emptive
equity fundraise to raise gross proceeds of GBP2.25 million through
the issue of New Ordinary Shares via a Placing and Subscription at
an Issue Price of 6.25 pence per share. The Placing Shares will be
offered by way of an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this
announcement, further details of which are set out below.
The Company has today entered into a Placing Agreement with
Allenby Capital pursuant to which Allenby Capital is acting as
broker and bookrunner in respect of the Placing and Bookbuild. The
Placing is subject to the terms and conditions set out in the
Appendix to this announcement (which forms part of this
announcement, such announcement and its Appendix together being the
"Announcement").
The Directors of the Company intend to subscribe for
approximately GBP600,000 of Subscription Shares at the Issue Price
pursuant to the Subscription.
Capitalised terms used in this Announcement and not separately
defined shall have the meaning given to them in the Definitions
section at the end of the Announcement.
Trading update and reasons for the Fundraise
The Company announced on 23 March 2020 the temporary closure of
the majority of its Franco Manca and The Real Greek restaurants,
following direct instruction from the UK Government in relation to
the COVID-19 pandemic. The Company also announced at that time
that, as a result of decelerating trading in February and March
2020, it anticipated that the Company's results for the financial
year ended 29 March 2020 would be marginally behind market
expectations and this guidance remains unchanged.
Since the temporary closure of the restaurants in March, costs
were reduced to a minimum and all but basic capital expenditure was
halted in order to manage cash flow. To conserve further the
Company's cash resources, all Directors of the Company and certain
members of the senior management team agreed to waive 20 per cent
of remuneration due to them with effect from 1 April 2020 and until
such time as the majority of the Company's restaurants were back
open and trading. The Company has also negotiated reductions,
deferrals and waivers in relation to rent payable during this
period with many of its landlords. The Company is continuing this
process of constructive dialogue with the remainder of its
landlords.
Since 4 July 2020, the date from which the UK Government
determined that restaurants could reopen to serve dine-in customers
if safe to do so, the Company has undertaken a gradual reopening of
its restaurants. As at today's date, the majority of Franco Manca
restaurants (49 of 51) and The Real Greek restaurants (14 of 18)
have now re-opened, serving customers through a combination of
dine-in, takeaway, click and collect and delivery services,
including through Deliveroo and Uber Eats.
The Company remains focused on ensuring that its restaurants
comply with the UK Government's health and safety guidance,
including appropriate social distancing and the installation of
protective screens, hand sanitisers and signage in all restaurants.
In addition, Franco Manca has introduced a bespoke intelligent
virtual queue system to enable its customers to queue safely. The
health and wellbeing of the Group's team members, customers and
partners is paramount, and the Company will continue to adhere to
Government guidance.
Due to social distancing requirements, the Board estimates that
the re-opened restaurants will be capable of operating at
approximately 60 to 70 per cent of their previous dine-in capacity.
However, the reduced dine-in capacity has to some extent been
compensated by an increase in delivery and takeaway sales. About 9
per cent. of the Group's restaurants will not be re-opened to
dine-in customers until office workers and theatre-goers return to
these locations, namely in the City and the West End of London. The
continued closure of these restaurants is expected to negatively
impact the Group's financial performance in the current financial
year.
Trading at the Group's re-opened restaurants has started
gradually, and the early signs in both businesses are promising. In
the four weeks since 6 July 2020, like-for-like restaurant sales at
reopened sites were approximately 72 per cent. of the equivalent
weeks in the previous year.
The Group has shared approximately half the benefit of the new
six month reduction in VAT on food with its customers. In addition,
both Franco Manca and The Real Greek will be participating in the
Government's Eat Out to Help Out initiative, where customers will
enjoy a 50 per cent. discount (up to GBP10 per person) when dining
from Monday to Wednesday in August. Both these measures are
expected to have a positive impact on the Group's trading as sales
rebuild to pre-COVID-19 levels.
The UK Government's help has been invaluable - the furlough
scheme, together with the hospitality business rates relief, the
Retail, Hospitality and Leisure Grant Fund and VAT deferral and
reduction, have meant the difference between survival and failure
for many companies in the hospitality sector. However, as the
situation is ever-changing, in the Board's opinion there is still
little certainty around the duration of the COVID-19 impact on the
Group and, more widely for the sector, when and how many
restaurants will re-open for dine-in across the UK.
The Directors therefore consider it prudent to take the
opportunity to conduct the Fundraise and for the Company to enter
into the New Facilities (details of which are set out below), which
will together strengthen the Group's balance sheet and provide
additional working capital. The Group's net debt as of 5 August
2020 was GBP8.9 million. As detailed further below, the new banking
arrangements, together with the Fundraise, will give the Company
substantial headroom over its current net debt.
Importantly, the Fundraise and the New Facilities will position
the Group on a sound financial footing, enabling it to operate as
normally as possible and to continue its policy of best value menu
pricing. When the business returns to more normal trading
conditions, hopefully over the next 12 to 18 months, the Fundraise
and the New Facilities are expected to enable the Group to resume
its expansion programme and potentially take advantage of
attractive opportunities to acquire new sites once the pandemic
recedes. The Board believes that lease acquisition prices and rents
will be depressed for some time to come and that the Group may
benefit as a result both in terms of acquisition opportunities and
in respect of its own current operations.
Outlook
Members of the Fulham Shore Board have been in the restaurant
business for many years and have seen the effects of the 1979/81,
1989/93, 2001/03 and 2007/08 downturns in the sector. All were
driven by poor economic conditions and various social disruptions.
The current situation started with an oversupply of restaurants in
the UK, followed by the COVID-19 pandemic.
In all of the previous downturns referred to above there were
many casualties in the restaurant sector. In the Board's opinion,
many of these businesses were those with poor products, overpriced
menus and stretched balance sheets, sometimes combined with owners
inexperienced in how to run restaurants, control costs and look
after cash.
In the aftermath of all the above downturns, many good
restaurant businesses survived and came out stronger. With the
Company's two highly attractive restaurant businesses, prudent
management approach and reduced debt levels prior to COVID-19, the
Directors believe that the Company is firmly in the "survive and
prosper" group.
In addition, both Franco Manca's and The Real Greek's everyday
low pricing policies, combined with high quality ingredients,
provide great value for money. These are important factors, which
will be particularly attractive to customers whilst household
budgets are stretched.
The Company expects to announce its results for the year ended
29 March 2020 in late September 2020.
New sites
The Company had two new Franco Manca locations agreed prior to
the COVID-19 lockdown. A new site at The Cut, near to the Old Vic
theatre and Waterloo Station in London, is now being built and will
open in September. Franco Manca has delayed restarting work at its
new Glasgow site on Mitchell Street and now plans to open this
pizzeria after March 2021. There are no current plans for new
restaurants until the Directors can see how the existing
restaurants operate over the rest of the current financial
year.
New banking facilities
In light of the current trading environment, the Company has
renegotiated its banking arrangements. On 5 August 2020 the Company
entered into a conditional facility agreement for an increase in
the amount available under its debt facilities with HSBC Bank plc
("HSBC") and the waiver of certain banking covenants. Under the new
arrangements, the term of the Company's existing GBP14.25 million
revolving credit facility will be extended by 12 months from March
2021 to March 2022 and the Company will increase its banking
facilities with HSBC to a total of GBP25.75 million including the
existing GBP0.75 million overdraft facility (from GBP15 million).
This increase of GBP10.75 million is provided under the government
backed Coronavirus Large Business Interruption Loan Scheme, which
has a term of three years, with repayments due over the second and
third years of the term.
These new banking arrangements, together with the Fundraise,
will give the Company substantial headroom of at least GBP18
million over its current net debt.
Details of the Fundraise
The Fundraise will comprise 26,140,000 Placing Shares, to be
allotted and issued to new and certain existing investors pursuant
to the Placing, and 9,816,000 Subscription Shares, to be allotted
and issued to the Directors, their associated parties and members
of senior management pursuant to the Subscription. The Fundraise is
not being underwritten. Members of the public are not entitled to
participate in the Fundraise.
Allenby Capital is acting as broker and bookrunner in connection
with the Placing. The Bookbuild will commence immediately following
the release of this Announcement. The Issue Price of the New
Ordinary Shares will be 6.25 pence per share. Details of the
allotment and issue of New Ordinary Shares will be announced as
soon as practicable after the close of the Bookbuild.
The timing of the closing of the Bookbuild and allocations are
at the absolute discretion of Allenby Capital and the Company. The
Placing is subject to the terms and conditions set out in the
Appendix to this Announcement.
The Issue Price of 6.25 pence per New Ordinary Share equates to
a 2 per cent. premium to the mid-market closing price of an
Ordinary Share on 5 August 2020, the latest practicable date prior
to the date of this Announcement.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing ordinary
shares of the Company, including, without limitation, the right to
receive all dividends and other distributions declared, made or
paid after the date of issue.
Upon completion of the Fundraise, and assuming that the New
Ordinary Shares are subscribed in full pursuant to the Fundraise,
the New Ordinary Shares will represent approximately 5.91 per cent.
of the Company's issued share capital, as enlarged by the
Fundraise.
An application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. Settlement
for the New Ordinary Shares and Admission are expected to take
place on or around 8.00 a.m. on 20 August 2020.
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety, including the Appendix, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in the Appendix to this
Announcement.
The Placing Agreement
Pursuant to the Placing Agreement, Allenby Capital, as agent for
the Company, has conditionally agreed to use its reasonable
endeavours to procure placees for the Placing Shares at the Issue
Price.
The Fundraise is conditional on, inter alia, Admission becoming
effective, the Company raising gross proceeds of GBP2.25 million
pursuant to the Fundraise and the Placing Agreement becoming or
declared unconditional in all respects and not having been
terminated in accordance with its terms prior to Admission.
The Placing Agreement contains customary warranties from the
Company in favour of Allenby Capital in relation to (amongst other
things) the accuracy of the information in this Announcement and
other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Allenby Capital and
its affiliated entities, persons, and agents in relation to certain
liabilities they may incur in undertaking the Fundraise. Allenby
Capital has the right to terminate the Placing Agreement in certain
limited circumstances prior to Admission, including in the event
that there has been a breach of any of the warranties (which
Allenby Capital considers to be material in the context of the
Placing and/or Admission) or a Material Adverse Change (as defined
in the Placing Agreement).
Directors' and senior management's intentions to participate in
the Fundraise
As a condition of the increased bank funding through the CLBIL,
all of the Directors intend to participate in the Fundraise via the
Subscription, as well as certain members of the Group's senior
management team, for a total of GBP613,500 of New Ordinary Shares
at the Issue Price.
The details of the Directors' and senior managers' participation
in the Subscription and their resulting shareholdings will be
announced as soon as practicable after the close of the
Bookbuild.
Expected timetable
Announcement of the Fundraise 6 August 2020
Announcement of closing and result of 6 August 2020
the Bookbuild
Admission of the New Ordinary Shares to 20 August 2020
trading on AIM
For further information, please contact:
The Fulham Shore PLC www.fulhamshore.com
David Page via Hudson Sandler
Allenby Capital Limited
Nick Naylor / Jeremy Porter / James Reeve Tel: 020 3328 5656
(Corporate Finance)
Jos Pinnington / Tony Quirke (Equity sales)
Hudson Sandler - Financial PR fulhamshore@hudsonsandler.com
Alex Brennan / Lucy Wollam Telephone: 020 7796 4133
Notes for editors
Information on The Fulham Shore PLC
Fulham Shore was incorporated in March 2012. The Directors
believed that there were attractive investment opportunities within
the restaurant sector in the UK and that, given their collective
experience in the restaurant sector, they could take advantage of
the opportunities which existed.
The ordinary shares of the Company were admitted to trading on
AIM in October 2014 in order to capitalise on such opportunities
and to give the company employees, customers and public the ability
to share in the enterprise.
Today, Fulham Shore owns and operates "The Real Greek" (
www.therealgreek.com ) and "Franco Manca" ( www.francomanca.co.uk )
restaurants.
The Real Greek
Since its foundation in London in 1999, The Real Greek group has
grown steadily, now offering modern Greek cuisine in 18 restaurants
( 14 of which have so far reopened) across London and Southern
England.
The Real Greek food centres on the delicious, healthy diet of
the Eastern Mediterranean, staying true to the Greek ethos of food,
family and friends. Dishes are created using premium ingredients
sourced from Greece and Cyprus whenever possible, and developed by
Tonia Buxton, the face of Greek food in the UK.
The Real Greek's menu and atmosphere retain the spirit of eating
in Greece, encouraging diners to take their time eating amongst
friends and family, be it a relaxed dinner, family get-together, or
a fully catered party.
Franco Manca
Franco Manca opened its first restaurant in 2008 and now has 51
restaurants ( 49 of which have so far reopened) , primarily in
London, but also with restaurants across the UK (e.g. Edinburgh,
Manchester, Leeds, Cambridge, Bath, Oxford and Bristol). Franco
Manca also has a franchised pizzeria on the island of Salina in
Italy.
Franco Manca's pizza is made from slow-rising sourdough and is
baked in an oven that produces high heat. The slow levitation and
blast cooking process lock in the flour's natural aroma and
moisture, giving a soft and easily digestible crust. Where
possible, locally sourced and organic ingredients are used. Pizza
prices start from GBP5.20.
Franco Manca has received the following accolades:
Winner of the Casual Dining Best Family Dining Experience Award
2020
Winner of the R200 Best Value Restaurant Operator- Over 20 Sites
Award 2019 and 2017
Winner of the CGA Peach Hero and Icon Awards Best Concept award
2016
IMPORTANT NOTICES
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
Allenby Capital or by any of their 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.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing
Shares have not been, and will not be, registered under the United
States Securities Act of 1933 as amended or qualified for sale
under the laws of any state of the United States or under the
applicable laws of any of Canada, Australia, the Republic of South
Africa, Japan or New Zealand and, subject to certain exceptions,
may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in
Regulation S under the Securities Act) or to any national, resident
or citizen of Canada, Australia, the Republic of South Africa,
Japan or New Zealand.
The distribution or transmission of this Announcement and the
offering of the Placing Shares in certain jurisdictions other than
the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company 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 to
inform themselves about, and to observe, such restrictions. In
particular, this announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, the Republic of
South Africa, Australia, Japan or New Zealand. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
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 THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
(2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO EITHER (A)
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (B) FALL WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS
OR OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) OF THE ORDER); OR
(C) PERSONS TO WHOM IT MAY LAWFULLY OTHERWISE BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT ARE FOR INFORMATION
PURPOSES ONLY AND 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 THE
COMPANY.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules for Companies.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Allenby Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Bookrunner, Broker and nominated
adviser to the Company for the purposes of the AIM Rules for
Companies in connection with the Placing and Admission and, as
nominated adviser, its responsibilities are owed solely to the
London Stock Exchange and are not owed to the Company and the
Directors or to any other person or entity. Allenby Capital will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital or
for providing advice to any other person in connection with the
Placing or any acquisition of shares in the Company.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, investors should note
that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; New Ordinary
Shares offer no guaranteed income
and no capital protection; and an investment in the New Ordinary
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 Fundraise.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, only investors who have met the criteria of
professional clients and eligible counterparties have been
procured. 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.
DEFINITIONS
The following terms apply throughout this Announcement unless
the context requires otherwise:
"Admission" admission of the New Ordinary Shares
to trading on AIM becoming effective
"Affiliate" a person controlling, controlled
by or under common control with
that person
"Allenby Capital" Allenby Capital Limited, the Company's
nominated adviser and broker and
bookrunner for the Placing
"Allenby Capital Person" any person being Allenby Capital,
its Affiliates or its and their
respective directors, officers,
agents or employees (in each case
whether present or future)
"Announcement" this announcement
"Board" or "Directors" the directors of the Company
"Bookbuild" the accelerated bookbuild process
to be launched immediately following
the release of this Announcement
and conducted by Allenby Capital
to determine demand for the Placing
Shares at the Issue Price
"CLBIL" Coronavirus Large Business Interruption
Loan Scheme
"Company" or "Group" The Fulham Shore plc
"Enlarged Share Capital" the issued share capital of the
Company as enlarged by the issue
of the New Ordinary Shares
"Fundraise" together, the Placing and the Subscription
"Issue Price" 6.25 pence per New Ordinary Share
"New Facilities" the GBP10.75 million CLBIL facility
entered into on 5 August 2020 and
the revised revolving credit and
overdraft facilities
"New Ordinary Shares" the 36,000,000 new Ordinary Shares
to be issued pursuant to the Fundraise
"Ordinary Shares" ordinary shares of 1 penny each
in the capital of the Company
"Placees" subscribers for Placing Shares pursuant
to the Placing
"Placing" the conditional placing of the Placing
Shares at the Issue Price by Allenby
Capital pursuant to the Placing
Agreement
"Placing Agreement" the conditional agreement dated
5 August 2020 between the Company
and Allenby Capital in relation
to the Placing
"Placing Shares" the 26,184,000 New Ordinary Shares
to be issued pursuant to the Placing
"RCF" revolving credit facility
"Subscription" the proposed subscription direct
with the Company for the Subscription
Shares at the Issue Price
"Subscription Shares" the 9,816,000 New Ordinary Shares
to be issued pursuant to the Subscription
APPIX
TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information
1. Introduction
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE TERMS AND
CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPIX) COMES
ARE REQUIRED BY THE COMPANY AND ALLENBY CAPITAL TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM AND MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
("QUALIFIED INVESTORS"); AND (B) PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS
WHO ARE OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT
REQUIRING THE COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT
REGULATORS (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C),
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 APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE 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 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 PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE 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 PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
This Announcement or any part of it 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), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The 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 for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares 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 right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
Members of the public are not eligible to take part in the
Placing.
In this Appendix:
(a) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares; and
(b) terms defined elsewhere in this Announcement have the same
meanings, unless the context requires otherwise.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. References to time in this
Announcement are to London time, unless otherwise stated.
It is expected that Admission of the Placing Shares will occur
on 20 August 2020, or, in any case, by such later time and/or date
as the Company and Allenby Capital may agree, being not later than
3 September 2020 (Long Stop Date).
The Placing Shares to be issued pursuant to the Placing 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.
2. Details of the Placing
Allenby Capital has today entered into the Placing Agreement
with the Company pursuant to which, subject to the conditions set
out in such agreement, it has agreed, as agent for and on behalf of
the Company, to use its reasonable endeavours to procure Placees
for the Placing Shares at the Issue Price with certain
institutional and other investors.
No element of the Placing is underwritten.
The Placing of the Placing Shares is conditional upon the
Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with the existing Ordinary Shares,
including the right to receive dividends and other distributions
declared or made following Admission.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Admission is
conditional upon, amongst other things, the conditions in the
Placing Agreement being satisfied and the Placing Agreement not
having been terminated in accordance with its terms. It is expected
that Admission will occur at 8.00 a.m. on 20 August 2020 and that
dealings in the Placing Shares will commence at that time.
3. Bookbuild
Allenby Capital is proceeding with a share placing bookbuild
process for the purpose of assessing demand from institutional and
other investors for subscribing for the Placing Shares and
determining the Issue Price and the Company then issuing those
shares under the Placing to raise together with funds raised
pursuant to the Subscription approximately GBP2.25 million for the
Company before expenses.
Allenby Capital is acting as the Company's agent in respect of
the Bookbuild.
The Bookbuild is expected to close by midday today, but may be
closed earlier or later subject to the agreement of Allenby Capital
and the Company. The Company will then release an announcement
through the London Stock Exchange's Regulatory Information Service
confirming the Issue Price, the number of Placing Shares to be
issued and the amount to be raised under the Placing. Allenby
Capital will determine the basis for allocating Placing Shares to
bids submitted to it in the Bookbuild and may at its discretion (i)
accept bids, either in whole or in part, (ii) accept bids that are
received after the Bookbuild has closed, and/or (iii) scale down
all or any bids on such basis as it considers appropriate. Allenby
Capital may carry out the Placing by any alternative method to the
Bookbuild as it chooses. Neither Allenby Capital nor any other
Allenby Capital Person will have any liability to Placees (subject
to applicable law) or to anyone else other than the Company in
respect of the Placing or in respect of its conduct of the
Bookbuild or of any alternative method that they may adopt for
carrying out the Placing.
The Company and Allenby Capital may, by agreement with each
other, increase the amount to be raised through the Placing. The
Company also reserves the right to allow officers of the Company
and/or Group employees to subscribe for some of the Placing Shares
at the Issue Price, with Allenby Capital's agreement, on
substantially the same or similar terms as apply to other Placees
subscribing for shares under the Placing.
4. Participation and settlement
Participation in the Bookbuild is only available to persons who
are invited to participate in it by Allenby Capital .
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
broking contact at Allenby Capital. Each bid should state the
number of Placing Shares which you wish to subscribe for at the
Issue Price. If your bid is successful, in whole or in part, your
allocation will be confirmed orally following the close of the
Bookbuild. Oral confirmation of your allocation by Allenby Capital
will constitute a legally binding commitment on your part to
subscribe for the number of Placing Shares allocated to you at the
Issue Price on the terms and subject to the conditions set out or
referred to in this Appendix and subject to the Company's articles
of association.
A person who submits a bid in the Bookbuild will not be able,
without the agreement of Allenby Capital, to vary or revoke the bid
before the close of the Bookbuild. Such a person will not be able,
after the close of the Bookbuild, to vary or revoke a submitted bid
in any circumstances.
If you are allocated Placing Shares in the Bookbuild, you will
be sent a written confirmation stating (i) the number of Placing
Shares allocated to you, (ii) the aggregate amount you will be
required to pay for those Placing Shares at the Issue Price, (iii)
relevant settlement information, and (iv) settlement instructions.
Settlement instructions will accompany each written confirmation
and, on receipt, should be confirmed back to Allenby Capital by the
date and time stated in it. Settlement of transactions in the
Placing Shares will take place within the CREST system, subject to
certain exceptions, on a "delivery versus payment" (or "DVP")
basis. Allenby Capital reserves the right to require settlement for
and/or delivery to any Placee of any Placing Shares to be made by
such other means as it may deem appropriate if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement. If your Placing
Shares are to be delivered to a custodian or settlement agent, you
should ensure that the written confirmation is copied and delivered
promptly to the appropriate person within that organisation.
Each Placee's obligations to subscribe and pay for Placing
Shares under the Placing will be owed to each of the Company and
Allenby Capital. No commissions will be paid to or by Placees in
respect of their agreement to subscribe for any Placing Shares.
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this
Announcement and on the terms contained in it. No admission
document for the purposes of the AIM Rules nor any prospectus is
required to be published, or has been or will be published, in
relation to the Placing or the Placing Shares.
5. Placing conditions
Under the terms of the Placing Agreement, the Allenby Capital
has agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for Placing Shares at the
Issue Price.
The Placing is conditional on inter alia (i) Allenby Capital's
obligations under the Placing Agreement becoming unconditional and
not being terminated in accordance with its terms, (ii) the Company
receiving irrevocable and binding commitments from Placees and
Subscribers in order to raise in aggregate not less than
GBP2,250,000 pursuant to the Fundraise; and (iii) the Company
having entered into the amended and restated facility agreement
with HSBC Bank plc in relation to the New Facilities and all
conditions under such agreement having been satisfied (save for any
condition relating to Admission); and (iv) Admission taking place
not later than 8.00 a.m. on 20 August 2020 or such later date
(being not later than the Long Stop Date) as the Company and
Allenby Capital may agree. Allenby Capital may extend the time
and/or date for the fulfilment of any of the conditions in the
Placing Agreement to a time no later than 8.00 a.m. on the Long
Stop Date. If any such condition is not fulfilled (and, if capable
of waiver under the Placing Agreement, is not waived by Allenby
Capital) by the relevant time, the Placing will lapse and your
rights and obligations in respect of the Placing will cease and
terminate at such time (save in respect of accrued rights and
obligations).
Allenby Capital may terminate the Placing Agreement prior to
Admission in certain circumstances including, inter alia, following
a material breach of the Placing Agreement by the Company. The
exercise of any right of termination pursuant to the Placing
Agreement, any waiver of any condition in the Placing Agreement and
any decision by Allenby Capital whether or not to extend the time
for satisfaction of any condition in the Placing Agreement are
within Allenby Capital's absolute discretion (as is the exercise of
any right or power of Allenby Capital under the terms of this
Appendix). Allenby Capital will have no liability to you or to
anyone else in respect of any such termination, waiver or extension
or any decision to exercise or not to exercise any such right of
termination, waiver or extension.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
6. Placees' warranties and undertakings
By communicating a bid to Allenby Capital under the Bookbuild
you will irrevocably acknowledge and confirm and warrant and
undertake to, and agree with, each of the Company and Allenby
Capital, in each case as a fundamental term of your application for
Placing Shares, that:
(a) you agree to and accept all the terms set out in this Announcement;
(b) your rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this
Announcement and will not be subject to rescission or termination
by you in any circumstances;
(c) your obligations under the Placing are valid, binding and
enforceable and that you have all necessary capacity and authority,
and have obtained all necessary consents and authorities to enable
you to commit to participation in the Placing and to perform your
obligations in relation thereto and will honour its
obligations;
(d) this Announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(e) you have not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than by the Company as included in this Announcement or to
the effect that the Company is not now in breach of its obligations
under the London Stock Exchange's AIM Rules for Companies or under
the EU Market Abuse Regulation (596/2014) to disclose publicly in
the correct manner all such information as is then required to be
so disclosed by the Company;
(f) you have not relied on any representation or warranty in
reaching your decision to subscribe for Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(g) you are not a client of Allenby Capital in relation to the
Placing and Allenby Capital is not acting for you in connection
with the Placing and will not be responsible to you in respect of
the Placing for providing protections afforded to its clients;
(h) you have not been, and will not be, given any warranty or
representation by Allenby Capital or any Allenby Capital Person in
relation to any Placing Shares, the Company or any other member of
its Group and neither Allenby Capital nor any Allenby Capital
Person will have any liability to you for any information contained
in this Announcement, the content of which is exclusively the
responsibility of the Company, or which has otherwise been
published by the Company or for any decision by you to participate
in the Placing based on any such information or on any other
information provided to you;
(i) you will pay the full subscription sum at the Issue Price as
and when required in respect of all Placing Shares finally
allocated to you and will do all things necessary on your part to
ensure that payment for such shares and their delivery to you or at
your direction is completed in accordance with the standing CREST
instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with Allenby
Capital or that you put in place with Allenby Capital;
(j) should any stamp duty or stamp duty reserve tax be payable
on a Placee's subscription of shares under the Placing, this will
be to the account of the Placee and neither the Company nor Allenby
Capital will be responsible in respect thereof and if any such
person is obliged by law to pay any such tax, they shall be
entitled to recover it from the Placee;
(k) you are permitted to subscribe for Placing Shares in
accordance with the laws of all relevant jurisdictions which apply
to you and you have complied, and will fully comply, with all such
laws (including where applicable, the Anti-Terrorism, Crime and
Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (as amended by The
Money Laundering and Terrorist Financing (Amendment) Regulations
2019) ) and have obtained all governmental and other consents (if
any) which may be required for the purpose of, or as a consequence
of, such subscription, and you will provide promptly to each of
Allenby Capital and the Company such evidence, if any, as to the
identity or location or legal status of any person which either of
Allenby Capital or the Company may request from you (for the
purpose of its complying with any such laws 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
either of Allenby Capital or the Company on the basis that any
failure by you to do so may result in the number of Placing Shares
that are to be allotted and/or issued to you or at your direction
pursuant to the Placing being reduced to such number, or to nil, as
Allenby Capital and the Company may decide;
(l) you have complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (FSMA)
with respect to anything done or to be done by you in relation to
any Placing Shares in, from or otherwise involving the United
Kingdom and you have not made or communicated or caused to be made
or communicated, and you will not make or communicate or cause to
be made or communicated, any "financial promotion" in relation to
Placing Shares in contravention of section 21 of FSMA;
(m) you are a Relevant Person or a person to whom this
Announcement may otherwise be lawfully communicated;
(n) in the case of a Relevant Person who acquires any Placing
Shares pursuant to the Placing acquired by it as a financial
intermediary, as that term is used in Article 5(1) of Regulation
(EU) 2017/1129, known as the "Prospectus Regulation", it represents
and warrants that:
(i) the Placing Shares acquired by it in the Placing will not be
and have not been acquired on behalf of, nor will they be or have
they been acquired with a view to their offer or resale to, persons
other than Relevant Persons or in circumstances in which the prior
consent of Allenby Capital has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom or any member state of the EEA other
than Relevant Persons, the offer of those Placing Shares to it is
not treated under the Prospectus Regulation as having been made to
such persons;
(o) you are acting as principal only in respect of the Placing
or, if you are acting for any other person (i) you are duly
authorised to do so, (ii) you are and will remain liable to the
Company and/or Allenby Capital for the performance of all your
obligations as a Placee in respect of the Placing (regardless of
the fact that you are acting for another person), (iii) you are
both an "authorised person" for the purposes of FSMA and a
"qualified investor" as defined at Article 2(e) of the Prospectus
Regulation acting as agent for such person, and (iv) such person is
either (1) a FSMA qualified investor or (2) a "client" (as defined
in section 86(2) of FSMA) of yours that has engaged you to act as
his agent on terms which enable you to make decisions concerning
the Placing or any other offers of transferable securities on his
behalf without reference to him;
(p) where you are acquiring Placing Shares for one or more
managed accounts, you represent and warrant that you are 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, acknowledgments, undertakings and
agreements in this Announcement; and (c) to receive on its behalf
any investment letter relating to the Placing in the form provided
to it by Allenby Capital;
(q) nothing has been done or will be done by you in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the UK Prospectus Regulation Rules or in accordance
with any other laws applicable in any part of the European Union or
the European Economic Area;
(r) you will not treat any Placing Shares in a manner that would
contravene any legislation applicable in any territory or
jurisdiction and no aspect of your participation in the Placing
will contravene any legislation applicable in any territory or
jurisdiction or cause the Company or Allenby Capital to contravene
any such legislation;
(s) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the
Securities Act) (i) none of the Placing Shares have been or will be
registered under that Act or under the securities laws of any State
of or other jurisdiction within the United States, (ii) subject to
certain exceptions, no Placing Shares may be offered or sold,
resold, or delivered, directly or indirectly, into or within the
United States or to, or for the account or benefit of, any US
person, (iii) you are (unless otherwise expressly agreed with
Allenby Capital) neither within the United States nor a US person,
(iv) you have not offered, sold or delivered and will not offer
sell or deliver any of the Placing Shares to persons within the
United States, directly or indirectly, (v) neither you, your
affiliates, nor any persons acting on your behalf, have engaged or
will engage in any directed selling efforts with respect to the
Placing Shares, (vi) you will not be subscribing Placing Shares
with a view to resale in or into the United States, and (vii) you
will not distribute this Announcement or any offering material
relating to Placing Shares, directly or indirectly, in or into the
United States or to any persons resident in the United States;
(t) Allenby Capital may satisfy its obligations to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any other Allenby
Capital Person or any person associated with any Allenby Capital
Person to do so or by allowing officers of the Company and/or Group
employees to subscribe for Placing Shares under the Placing at the
Issue Price;
(u) time is of essence as regards your obligations under this Appendix;
(v) this Appendix and any contract which may be entered into
between you and Allenby Capital and/or the Company pursuant to this
Appendix or the Placing, and all non-contractual obligations
arising between you and Allenby Capital and/or the Company in
respect of the Placing, will be governed by and construed in
accordance with the laws of England, for which purpose you submit
(for yourself and on behalf of any person on whose behalf you are
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute, or matter arising out of or relating to
this Appendix or such contract, except that each of the Company and
Allenby Capital will have the right to bring enforcement
proceedings in respect of any judgment obtained against you in the
English courts or in the courts of any other relevant
jurisdiction;
(w) each right or remedy of the Company or Allenby Capital
provided for in this Appendix is in addition to any other right or
remedy which is available to such person and the exercise of any
such right or remedy in whole or in part will not preclude the
subsequent exercise of any such right or remedy;
(x) any document that is to be sent to you in connection with
the Placing will be sent at your risk and may be sent to you at any
address provided by you to any of Allenby Capital;
(y) if you have received any confidential price sensitive
information about the Company in advance of the Placing, you have
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
(z) you irrevocably appoint any duly authorised officer of
Allenby Capital as your agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
your behalf necessary to enable you to be registered as the holder
of any of the Placing Shares for which you agree to subscribe upon
the terms of this Announcement;
(aa) by participating in the Placing, each Placee (and any
person acting on such Placee's behalf) agrees to indemnify and hold
the Company, Allenby Capital and each Allenby Capital Person
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 given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by any of Allenby Capital, any Allenby Capital Person, or
the Company arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing; and
(bb) you acknowledge that the Company and Allenby Capital will
rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.
7. Payment default
Your entitlement to receive any Placing Shares will be
conditional on Allenby Capital's receipt of payment in full for
such shares by the relevant time to be stated in the written
confirmation referred to above, or by such later time and date as
Allenby Capital may decide, and otherwise in accordance with that
confirmation's terms. Allenby Capital may waive this condition, and
will not be liable to you for any decision to waive it or not.
If you fail to make such payment by the required time for any
Placing Shares (i) the Company may release itself, and (if it
decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to you or at
your direction which are then unallotted and/or unissued, (ii) the
Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its articles of association or by law and to the
extent that you then have any interest in or rights in respect of
any such shares, (iii) the Company or Allenby Capital may sell (and
each of them is irrevocably authorised by you to do so) all or any
of such shares on your behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
Allenby Capital (A) any amount up to the total amount due to it as,
or in respect of, subscription monies, or as interest on such
monies, for any Placing Shares and (B) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred
by it in respect of such sale and (iv) you will remain liable to
the Company and to Allenby Capital for the full amount of any
losses and of any costs which it may suffer or incur as a result of
it (A) not receiving payment in full for such Placing Shares by the
required time, and/or (B) the sale of any such Placing Shares to
any other person at whatever price and on whatever terms are
actually obtained for such sale by or for it. Interest may be
charged in respect of payments not received by Allenby Capital for
value by the required time referred to above at the rate of two
percentage points above the base rate of National Westminster Bank
plc.
8. Overseas jurisdictions
The distribution of this Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. FSMA qualified investors who seek to participate
in the Placing must inform themselves about and observe any such
restrictions. In particular, this document does not constitute or
form part of any offer or invitation, nor a solicitation of any
offer or invitation, to subscribe for or acquire or sell or
purchase or otherwise deal in Ordinary Shares in the United States,
Canada, Japan, the Republic of South Africa, Australia or New
Zealand or in any other jurisdiction in which any such offer,
invitation or solicitation is or would be unlawful. The Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any State of or
other jurisdiction within the United States and, subject to certain
exceptions, may not be offered or sold, resold or delivered,
directly or indirectly, in or into the United States, or to, or for
the account or benefit of, any US persons (as defined in Regulation
S under that Act). No public offering of Placing Shares is being or
will be made in the United States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TSTFIFLITTIRIII
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