TIDMGBG
RNS Number : 5692C
GB Group PLC
28 June 2016
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GB GROUP PLC
IN ANY JUSRISTICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.
Wednesday 29 June 2016
GB Group PLC ("GBG" or the "Company")
Proposed Acquisition of IDscan Biometrics Ltd ("IDscan
Biometrics" or the "Acquisition")
and
Proposed Placing of up to 9,090,910 new Ordinary Shares (the
"Placing Shares") at a price of 275 pence each (the "Placing
Price") to raise up to GBP25 million (the "Placing")
GBG (AIM: GBG), the identity intelligence specialist, is pleased
to announce that it has conditionally agreed to acquire 100% of
IDscan Biometrics, a provider of software that automates
on-boarding of customers and employees by simplifying the identity
verification and data capture process.
IDscan Biometrics helps authentication of documents including
passports, visas, ID cards, driving licenses, utility bills and
work permits whilst also capturing facial biometrics which provides
proof that those documents are not stolen.
The combination represents a highly complementary capability set
alongside GBG's unique global Know Your Customer, Anti-Money
Laundering and fraud detection solutions.
The consideration will consist of cash on completion of GBP37
million, with a further maximum GBP8 million payable contingent on
reaching revenue and EBITDA targets between 12 and 18 months from
completion of the Acquisition. The Company intends to finance the
acquisition through a non-underwritten share placing to raise up to
GBP25 million and through borrowings under its existing back
facilities. The transaction is expected to be earnings accretive in
the first 12 months of consolidated GBG ownership.
The Placing is being conducted through an accelerated bookbuild
process which will be launched immediately. Peel Hunt LLP is acting
as sole bookrunner in connection with the Placing.
It is expected that the final number of Placing Shares will be
agreed by Peel Hunt and GBG at the close of the bookbuild and that
the number of Placing Shares and the amount that the Company is to
raise under the Placing will be announced shortly afterwards. The
timing for the close of the bookbuild and the allocation of Placing
Shares shall be at the absolute discretion of Peel Hunt. GBG
reserves the right to issue and sell a greater or lesser number of
shares through the Placing.
Highlights
Acquisition highlights
-- Creates a world leader in proprietary global document
validation and biometric and identity verification.
-- Provides access to a large global addressable market:
spending on credit, fraud, risk and compliance is in excess of
US$19 billion a year.
-- Enhances GBG's global KYC, AML and fraud solutions
capability.
-- Automated identity verification technology is scalable within
GBG's global footprint.
-- IDscan Biometrics is highly synergistic with GBG and opens up
new cross-selling opportunities.
-- The transaction is earnings accretive in the first twelve
months of ownership.
Placing highlights
-- GBG intends to raise approximately up to GBP25 million before
expenses through a placing by Peel Hunt of 9,090,910 new ordinary
shares of the Company of 2.5 pence each at a price of 275 pence per
share.
-- The Placing is being conducted by way of an accelerated
bookbuild on the Company's behalf by Peel Hunt. The bookbuild will
open with immediate effect following this Announcement.
-- The timing of the closing of the bookbuild, the final size of
the Placing, and allocations are at the discretion of the Company
and Peel Hunt. A further announcement will be made following
closing of the placing book confirming the final size of the
Placing.
-- The Placing Price represents a discount of approximately 4.5
per cent. to the closing mid-market price of GBG's existing
ordinary shares of 288 pence on 28 June 2016, being the last
practicable date before this announcement.
-- It is expected that, if all 9,090,910 Placing Shares are
issued, they will represent approximately 7.3 per cent. of the
Company's existing issued share capital.
-- The Placing is conditional upon Admission.
-- Further details of the Placing are set out in the appendix to
this announcement.
Richard Law, GBG's CEO, commented,
"I am delighted to announce our acquisition of IDscan
Biometrics. GBG has followed IDscan Biometrics over the years and
we have seen this business grow strongly, winning significant
enterprise customers. IDscan Biometrics has a very strong team, has
great products and is a great strategic and cultural fit for GBG. I
am very pleased to welcome IDscan Biometrics into the GBG family of
companies and myself and the Board are confident of continued
success for GBG and IDscan Biometrics."
For further information, please contact:
GB Group plc
Richard Law, Chief Executive
Dave Wilson, Group Finance and Operations
Director 01244 657333
Peel Hunt LLP (Nominated Adviser
and Broker)
Richard Kauffer
Euan Brown 020 7418 8900
Newgate
Bob Huxford
Robyn McConnachie
Ed Treadwell 020 7860 6550
Website www.gbgplc.com
About GBG
The most profitable and successful organisations recognise the
value of understanding the individual identity of their customers
and employees. GBG combines this concept of identity with
technology to create an environment of trust, so that organisations
can employ people and connect, communicate and transact with
consumers, safely and responsibly. We call this Identity
Intelligence.
Introduction to the acquisition of IDscan Biometrics
GBG, the identity intelligence specialist, is pleased to
announce that it has conditionally agreed to acquire 100% of IDscan
Biometrics, a provider of software that automates on-boarding of
customers and employees by simplifying the identity verification
and data capture process.
IDscan Biometrics helps authentication of documents including
passports, visas, ID cards, driving licenses, utility bills and
work permits whilst also capturing facial biometrics which provides
proof that those documents are not stolen.
The combination represents a highly complementary capability set
alongside GBG's unique global Know Your Customer, Anti-Money
Laundering and fraud detection solutions.
The consideration will consist of cash on completion of GBP37
million, with a further maximum GBP8.0 million payable contingent
on revenue and EBITDA targets between 12 and 18 months from
completion of the Acquisition. The acquisition is financed through
GBP12 million debt and a GBP25 million equity placing as detailed
below. The transaction is expected to be earnings accretive in the
first 12 months of consolidated GBG ownership.
Financial information on IDscan Biometrics
For the year ended 31 July 2015, IDscan Biometrics' revenues
were GBP7.6 million (2014*: GBP3.2 million), delivering a gross
profit of GBP6.1 million (2014: GBP2.6 million) and an adjusted
operating profit of GBP3.2 million(1) . The balance sheet of IDscan
Biometrics had GBP1.6 million in cash and net assets of GBP1.2
million.
* Unaudited accounts as the company was below the threshold at
which an audit is required.
(1) After adjusting for fully expensing of research and
development costs in IDscan Biometrics.
Acquisition rationale
The acquisition of IDscan Biometrics moves GBG from being a
software aggregator to a proprietary operator of both Document and
Identity Data Validation. The Acquisition would place GBG as the
sole provider of a proprietary document validation, biometric,
global identity and address data verification and fraud detection
solution. It removes the reliance on third party software, provides
GBG with IP for an emerging technology, and creates an expanded
global product offering.
Global spending on credit, fraud, risk and compliance is in
excess of US$19 billion a year. With GBG's total addressable market
estimated to be $15.7bn, the demand for registering identities and
managing risk will continue to rise geographically, across
industries and enterprise of all sizes. As a result of this
Acquisition, GBG will have global sales and channel opportunities
in the UK and 13 countries worldwide.
Integration strategy
The Founders of IDscan Biometrics will remain with the business
for up to 18 months post-completion of the Acquisition and an
accelerated handover plan will be implemented. GBG will invest
further in the Sales, Marketing and Product, including an expanded
salesforce, alignment with GBG IDV and Fraud Solutions and
investments to expand into new geographies. A senior GBG Sales
Director and Head of Products will be seconded to IDscan Biometrics
to help with the integration and synergies with existing
platforms.
Details of the proposed placing
Under the terms of a placing agreement entered into today
between Peel Hunt and the Company (the "Placing Agreement"), Peel
Hunt has agreed to use its reasonable endeavours to procure persons
to subscribe for the Placing Shares at the Placing Price of 275
pence each to raise up to GBP25 million (before expenses) for the
Company. The Placing Price represents a discount of approximately
4.5 per cent. to the closing mid market price of shares in the
Company at 28 June 2016, the latest practicable date prior to the
publication of this announcement. If all the Placing Shares are
issued, they will represent approximately 7.3 per cent. of the
Company's enlarged issued share capital.
The Placing Shares will, following Admission, rank pari passu
with the existing issued Ordinary Shares and will have the right to
receive all dividends and other distributions declared, made or
paid in respect of the issued Ordinary Share capital of the Company
following Admission including the final dividend of of 2.08 pence
per share declared on 8 June 2016.
The Placing Agreement contains customary warranties from the
Company in favour of Peel Hunt in relation to, inter alia, the
accuracy of the information in this announcement and other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify Peel Hunt in relation to certain
liabilities it may incur in respect of the Placing. Peel Hunt has
the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a
material breach of the warranties given to Peel Hunt in the Placing
Agreement or the failure of the Company to comply in any material
respect with any of its obligations under the Placing
Agreement.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement becoming unconditional
in all respects by no later than 8.00 a.m. on 1 July 2016 or such
later date (being not later than 8.00 a.m. on 15 July 2016) as the
Company and Peel Hunt may agree. Application has been made to the
London Stock Exchange for the Placing Shares to be admitted to
trading on AIM. It is expected that Admission will occur and that
dealings will commence at 8.00 a.m. on 1 July 2016.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
1. Eligible participants
The information in this Appendix is directed only at persons who
are FSMA Qualified Investors.
Members of the public are not eligible to take part in the
Placing.
2. Bookbuild
Peel Hunt is commencing a share placing bookbuild process ("the
Bookbuild") for the purpose of assessing demand from institutional
and other investors for subscribing for Placing Shares at the
Placing Price and the Company then issuing those shares under the
Placing to raise up to GBP25 million for the Company before
expenses.
The Bookbuild is expected to close at or before 6.00 p.m. today,
29 June 2016. It is intended that the Company and Peel Hunt then
finalise the number of Placing Shares that are to be issued through
the Placing. If they do, the Company and Peel Hunt will release an
announcement through the Regulatory News Service stating the number
of Placing Shares to be issued under the Placing. If the Company
and Peel Hunt do not reach agreement on this number, the Placing
will not proceed.
Peel Hunt 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.
Peel Hunt may carry out the Placing by any alternative method to
the Bookbuild as it chooses. Neither Peel Hunt nor any other Peel
Hunt 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 it may adopt for carrying out the
Placing.
The Company and Peel Hunt 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
employees of its Group members to subscribe for some of the Placing
Shares at the Placing Price, with Peel Hunt's agreement, on
substantially the same or similar terms as apply to those FSMA
Qualified Investors subscribing for shares under the Placing.
In this Appendix:
(a) "FSMA Qualified Investor" means a person who is a "qualified
investor" as referred to at section 86(7) of FSMA and at or to whom
any private communication relating to the Company that is a
"financial promotion" (as such term is used in relation to FSMA)
may lawfully be issued, directed or otherwise communicated without
the need for it to be approved, made or directed by an "authorised
person" as referred to in FSMA;
(b) "Group" means the group comprising the Company and its subsidiary undertakings;
(c) "Ordinary Shares" means ordinary shares of 2.5 pence each in the Company's capital;
(d) "Peel Hunt Person" means any person being (i) Peel Hunt,
(ii) an undertaking which is a subsidiary undertaking of Peel Hunt,
(iii) a parent undertaking of Peel Hunt or (other than Peel Hunt) a
subsidiary undertaking of any such parent undertaking, or (iv) a
director, officer, agent or employee of any such person; and
(e) "Regulatory News Service" means the electronic information
dissemination service operated by the London Stock Exchange's
Company Announcements Office, or any alternative "PIP service"
(primary information provider service) which the Company has
selected for the purposes of making regulatory announcements;
and
(f) "you" or "Placee" means any person who becomes committed
through the Bookbuild to subscribe for Placing Shares,
and terms defined elsewhere in this announcement have the same
meanings, unless the context requires otherwise.
3. Participation and settlement
Participation in the Bookbuild is only available to persons who
are invited to participate in it by Peel Hunt.
If you are invited to participate in the Bookbuild and wish to
do so, you should communicate your bid by telephone to your usual
sales contact at Peel Hunt. Each bid should state the number of
Placing Shares which you wish to subscribe for at the Placing
Price. If your bid is successful, in whole or in part, your
allocation will be confirmed orally following the close of the
Bookbuild. Peel Hunt's oral confirmation of your allocation will
constitute a legally binding commitment on your part to subscribe
for the number of Placing Shares allocated to you at the Placing
Price on the terms and subject to the conditions set out or
referred to in this Appendix and subject to the Company's
constitution.
A person who submits a bid in the Bookbuild will not be able,
without Peel Hunt's agreement, 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 Placing Price,
(iii) relevant settlement information, and (iv) settlement
instructions. A settlement instruction form will accompany each
written confirmation and, on receipt, should be completed and
returned 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. Peel Hunt reserves the right to require
settlement for and/or delivery to any Placee of any Placing Shares
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
immediately 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
Peel Hunt. 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 New 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 or prospectus or
shareholder circular is required to be published, or has been or
will be published, in relation to the Placing or the New
Shares.
4. Placing conditions
Under the terms of the Placing Agreement Peel Hunt has agreed to
use its reasonable endeavours as the Company's agent to procure
subscribers for Placing Shares at the Placing Price.
The Placing is conditional on (i) Peel Hunt's obligations under
the Placing Agreement not being terminated in accordance with its
terms, (ii) Admission taking place not later than 8.30 a.m. on 1
July 2016, and (iii) Peel Hunt's obligations under the Placing
Agreement becoming unconditional in all other respects. Peel Hunt
reserves the right to waive or extend the time and or date for the
fulfilment of any of the conditions in the Placing Agreement to a
time no later than 5.00 p.m. on 15 July 2016 ("the Long Stop
Date"). If any condition to the Placing is not fulfilled or waived
by Peel Hunt 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.
Peel Hunt's obligations under the Placing Agreement may be
terminated by Peel Hunt prior to Admission in certain circumstances
including, among other things, 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 Peel Hunt
whether or not to extend the time for satisfaction of any condition
in the Placing Agreement are within Peel Hunt's absolute discretion
(as is the exercise of any right or power of Peel Hunt under the
terms of this Appendix. Peel Hunt 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.
5. Placees' warranties and undertakings
By communicating a bid to Peel Hunt under the Bookbuild you will
irrevocably acknowledge and confirm and warrant and undertake to,
and agree with, each of the Company and Peel Hunt (in its capacity
as placing agent), in each case as a fundamental term of your
application for Placing Shares of the Company's obligation to allot
and/or issue any Placing Shares to you or at your direction,
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) this announcement, which has been issued by the Company, is
within the sole responsibility of the Company;
(d) 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 to
disclose publicly in the correct manner all such information as is
required to be so disclosed by the Company;
(e) 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;
(f) you are not a client of Peel Hunt in relation to the Placing
and Peel Hunt 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;
(g) you have not been, and will not be, given any warranty or
representation by any Peel Hunt Person in relation to any Placing
Shares, the Company or any other member of its Group and no Peel
Hunt Person will have any liability to you for any information
contained in this announcement 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;
(h) you will pay the full subscription sum at the Placing 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 Peel Hunt or
put in place with Peel Hunt with its agreement;
(i) 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 and the Money
Laundering Regulations 2007) 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 Peel Hunt such evidence, if any, as to the identity or
location or legal status of any person which Peel Hunt 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 Peel Hunt 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 Peel Hunt may
decide at its sole discretion;
(j) you have complied and will comply with all applicable
provisions of the 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;
(k) you are a FSMA Qualified Investor;
(l) 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 Peel Hunt 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 2.1(e)(i) of Directive
2003/71/EC (known as the Prospectus Directive) 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;
(m) 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 Rules or in accordance with any
other laws applicable in any part of the European Union or the
European Economic Area;
(n) you will not treat any Placing Shares in any 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 in any respect or cause the Company or Peel Hunt to
contravene any such legislation in any respect;
(o) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the US
Securities Act of 1933, as amended) (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 Peel Hunt) 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;
(p) Peel Hunt 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 Peel Hunt Person or any
person associated with any Peel Hunt Person to do so or by allowing
officers of the Company and/or employees of Group companies to
subscribe for Placing Shares under the Placing at the Placing
Price;
(q) time is of essence as regards your obligations under this Appendix;
(r) this Appendix and any contract which may be entered into
between you and Peel Hunt and/or the Company pursuant to this
Appendix or the Placing, and all non-contractual obligations
arising between you and Peel Hunt 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 Peel Hunt will
have the right to bring enforcement proceedings in respect of any
judgement obtained against you in the English courts or in the
courts of any other relevant jurisdiction;
(s) each right or remedy of the Company or Peel Hunt 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;
(t) 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 Peel Hunt; and
(u) none of your rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of your obligations in respect of the Placing.
6. Payment default
Your entitlement to receive any Placing Shares will be
conditional on Peel Hunt'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
Peel Hunt may decide, and otherwise in accordance with that
confirmation's terms. Peel Hunt may waive such condition, and will
not be liable to you for any decision to waive or not to waive such
condition.
If you fail to make such payment by the required time for any
Placing Shares (1) 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, (2) 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 constitution or by law and to the extent that
you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, Peel Hunt 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,
Peel Hunt (i) 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 (ii) any amount required to cover dealing
costs and/or commissions necessarily or reasonably incurred by it
in respect of such sale and (4) you will remain liable to the
Company and to Peel Hunt for the full amount of any losses and of
any costs which it may suffer or incur as a result of it (i) not
receiving payment in full for such Placing Shares by the required
time, and/or (ii) 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 Peel Hunt for value by the
required time referred to above at the rate of two percentage
points above the base rate of Barclays Bank plc.
7. 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 or Australia 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 US Securities Act of 1933, as amended 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 the Placing Shares is being or will be made in the
United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQLFFSFRVITFIR
(END) Dow Jones Newswires
June 29, 2016 02:01 ET (06:01 GMT)
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