TIDMGROW
RNS Number : 9379G
Draper Esprit PLC
02 June 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND
IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
This announcement contains inside information.
Draper Esprit plc
("Draper Esprit" or the "Company")
PLACING aND SUBSCRIPTION TO RAISE AN ADDITIONAL GBP100
MILLION
Draper Esprit (AIM: GROW, ESM: GRW), a leading venture capital
firm involved in the creation, funding and development of
high-growth digital technology businesses across Europe, is pleased
to announce that gross proceeds of approximately GBP100 million
have been raised (the "Fundraise") at an issue price of 324 pence
per share (the "Issue Price") by way of the conditional placing
(the "Placing") of 25,912,346 new Ordinary Shares (the "Placing
Shares") and a subscription (the "Subscription") of 4,951,851 new
Ordinary Shares(1) . The Placing, which was oversubscribed, was
undertaken with a range of new and existing institutional
investors. The new Ordinary Shares were placed through Numis and
Goodbody, the Company's joint brokers.
The Fundraise supports GBP60 million of funds the Group has
already raised in 2017 across its EIS, VCT and secondary
co-investment fund platforms.
Simon Cook, CEO Draper Esprit commented:
"Much has been written about the uncertain future that British
VC fundraising faces in the wake of Brexit. At Draper Esprit we
believe our industry can find new investors and that the UK can
continue to play a significant role in leading the wider European
VC market.
As a permanent capital listed company, dual-listed in the UK and
Ireland, we can access public markets by offering a partnership
model with investors who wouldn't otherwise have access to, or the
capacity to actively manage, these type of investments; as well as
reinvesting our realisations from exits into the next generation of
tech businesses each year without the need to raise a new fixed
life private fund every 5 years.
As a wider group we have also raised significant co-investment
funds through our EIS, VCT and secondary funds, with GBP60m raised
in 2017 to date. We are seeing increasing innovation and
entrepreneurship in Europe, especially in enterprise software,
digital hardware, consumer services and digital health, and our
funds will be used to continue investing in these areas from series
A, B and beyond, with 70 per cent. of our capital reserved for
scaling-up and increasing our stakes in existing portfolio
companies through later rounds.
We have now raised in excess of GBP160 million of new capital to
deploy during 2017 following the GBP153 million raised during 2016
from our IPO(2) , EIS and VCT funds and the cash realisations
available for reinvestment within the Company's portfolio. If we
continue to grow our co-investment funds and make further
realisations for reinvestment, at this rate we would over the five
years of a typical LP fund, have the equivalent of GBP800
million(3) (approximately US$1 billion) to deploy, making us a
strong partner in Europe and filling a much needed gap in the
market post Brexit.
We invest in forward-thinking and innovative businesses and
firmly believe that the best entrepreneurs in Europe are capable of
building world leading technology companies when provided with
patient, long term growth capital, access to global networks and
support from an experienced investment team.
Furthermore, we believe that all investors large and small
should have access to the venture capital asset class. By
democratising the venture capital model and making our expertise
accessible to a wider, broader market we are breaking new ground in
the VC market and this Placing and Subscription is a superb
validation of that model. We are grateful for the support that
existing shareholders such as Woodford Investment Management,
Baillie Gifford and the Ireland Strategic Investment Fund have
shown and are delighted to welcome new investors such as Invesco
Perpetual and Hargreave Hale as major new shareholders."
The allotment of the Placing Shares and Subscription Shares is
conditional, inter alia, upon the Company obtaining approval of the
Shareholders at a general meeting of the Company to be convened for
1.00 p.m. on 19 June 2017 (the "General Meeting") to grant the
Directors the authority to allot the Placing Shares and
Subscription Shares and to disapply statutory pre-emption rights
which would otherwise apply to such allotment.
The primary purpose of the Placing and Subscription is to raise
further funds so that the Company may continue to develop on its
successful strategy since IPO of investing in early and growth
stage digital businesses in order to deliver attractive long term
returns to investors.
(1) Assuming a subscription price equal to the Issue Price under
the Invesco Perpetual Subscription Agreement. See paragraph 7
below.
2 Inclusive of new capital raised at the time of IPO and the
roll-over of certain existing commitments in Esprit Fund 3.
3 Calculated by aggregating: (i) the funds raised by the Company
at the IPO and the Placing and Subscription; (ii) 5 years' worth of
Company's realisations (based on the value of the realisations
since IPO); and (iii) 5 years' worth of funds raised across the
Group's other platforms (based on the funds raised by such
platforms since IPO). Does not include any future capital raises by
the Company. This is an illustrative calculation only and not a
profit forecast or estimate of future growth of the Group or its
platforms.
*-ends-*
Enquiries
Draper Esprit plc
Simon Cook (Chief Executive
Officer)
Ben Wilkinson (Chief Financial +44 (0)20 7931
Officer) 8800
Numis Securities
Nominated Adviser & Joint Broker
Alex Ham / Richard Thomas +44 (0)20 7260
Jamie Loughborough / Harry Trueman 1000
Goodbody Stockbrokers
ESM Adviser & Joint Broker
Corporate Finance: Don Harrington
/ Richard Tunney
Corporate Broking: Linda Hickey
/ Charlotte Craigie +353 1 667 0420
Belvedere Communications (PR) +44 (0)20 3567
John West / Kim van Beeck 0510
EXPECTED TIMETABLE
Publication of the Circular 2 June 2017
Latest time and date for receipt 1.00 p.m. on 15 June
of Forms of Proxy 2017
General Meeting 1.00 p.m. on 19 June
2017
Admission of Placing Shares 8.00 a.m. on 20 June
and Subscription Shares 2017
Expected time and date for 8.00 a.m. on 20 June
CREST accounts to be credited 2017
in relation to the Placing
Shares and Subscription Shares
Despatch of definitive share 30 June 2017
certificates (where applicable)
in relation to the Placing
Shares and Subscription Shares
expected by no later than
Notes:
1. Certain of the events in the above timetable are conditional
upon, amongst other things, the approval of the Resolutions at the
General Meeting.
2. If any of the events contained in the timetable should
change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
Introduction
The Company today announces a placing of, in aggregate,
25,912,346 Placing Shares and a subscription of 4,951,851
Subscription Shares at the Issue Price (subject to adjustment in
respect of the Invesco Perpetual Subscription Agreement as
described in paragraph 7 below).
Once completed, the gross proceeds from the Placing and
Subscription will be approximately GBP100 million. The primary
purpose of the Placing and Subscription is to raise further funds
so that the Company may continue to develop its successful strategy
since IPO of investing in early and growth stage digital technology
businesses in order to deliver attractive long term returns to
investors.
The allotment of the Placing Shares and Subscription Shares is
conditional, inter alia, upon the Company obtaining approval of the
Shareholders at the General Meeting to grant the Directors the
authority to allot such Placing Shares and Subscription Shares and
to disapply statutory pre-emption rights which would otherwise
apply to such allotment.
2. Background to the Placing and Subscription
The Company is a pan-European venture capital company developing
and investing in disruptive, high growth technology companies with
global potential. It is one of the most active venture capital
businesses in Europe, with approximately GBP380 million of assets
under management(4) increasing to in excess of GBP500 million
following completion of the Placing and Subscription and completion
of the proposed conditional late stage portfolio acquisition
described below. The Directors believe that the best entrepreneurs
in Europe are capable of building world leading technology
companies, when given long term growth capital, access to global
networks and support from an experienced investment team.
Progress since the IPO
On 15 June 2016, the Company's entire issued ordinary share
capital was admitted to trading on AIM and the ESM.
The Group has been very active since the IPO and has seen strong
growth within the Portfolio, both in terms of underlying revenues
and commercial milestones being achieved by its portfolio
companies.
Exits and investments
The Company announced the following disposals since the IPO:
-- September 2016 - the sale of Movidius to Intel Corporation.
Movidius is a leader in high performance, ultra-low power computer
vision technology for connected devices. This sale brings an
estimated total cash return to the Company of approximately GBP27.4
million before provision for accrued tax and carried interest
payments, and including funds in escrow. This represented a cash
exit multiple on funds invested by the Company of 7.6x.;
-- October 2016 - the sale of Qosmos to ENEA. Qosmos is a
supplier of Network Intelligence software based on Deep Packet
Inspection and commands a dominating share of its market. The sale
was for a total cash consideration of approximately EUR52.7 million
resulting in cash to the Company, including escrows, of GBP8.0
million. This represented a cash exit multiple on funds invested by
the Company of 1.9x; and
-- November 2016 - the sale of Datahug, a sales forecasting
software company, to Callidus Software Inc for a cash consideration
of approximately US$13.0 million, resulting in a cash return to the
Company of approximately GBP3.6 million, including funds held in
escrow. This represented a cash exit multiple on funds invested by
the Company of 1.6x.
Since the September 2016 interim results the Group has disposed
of its remaining holding in Horizon Discovery. The Company realised
a cash return on investment of GBP2.9 million which represented a
cash exit multiple of 2.6x. In addition, the Company also exited
its investment in Worldstores which realised a cash loss of
GBP4.3m.
The total amount of cash generated from realisations since the
IPO is GBP42.0 million (including amounts held in escrow).
New investments
Notable new additions to the Portfolio since the IPO
include:
-- GBP2.3 million invested by the Company of GBP3.1 million
invested by the Group in Graphcore, a machine intelligence
semiconductor company;
-- GBP3.0 million invested by the Company in LifeSum, a leading
health tracking mobile app company;
-- GBP1.0 million invested by the Company of GBP1.5 million
invested by the Group in PushDoctor, an on-demand healthcare mobile
app company;
-- GBP0.9 million invested by the Company of GBP1.3 million
invested by the Group in Resolver, a customer service software
company;
-- GBP1.7 million invested by the Company of GBP2.5 million
invested by the Group in Perkbox, an employee benefits and
engagement platform;
-- GBP8.1 million invested by the Company in Clavis, a leading ecommerce insights company;
-- GBP1.1 million invested by the Company of GBP1.7 million
invested by the Group in Realeyes, a machine learning technology
that measures emotions;
-- GBP4.3 million invested by the Company in Clue, the digital female health company;
-- GBP3.3 million invested by the Company in Ravenpack, the big
data analytics provider for financial services; and
-- GBP3.4 million invested by the Company in Podpoint, one of
the UK's leading providers of electric car charging solutions for
home, workplace and public charging.
In addition, the Company has increased its investment in
Trustpilot, the global multi-language review company, bringing the
total that it has invested in new and existing portfolio companies
to GBP37.0 million (excluding cash invested by EIS and VCT
co-investment funds) since the IPO.
The Draper Esprit Model
Over the past 9 years the Group has achieved a 20 per cent.
annual portfolio return(5) , underpinned by an average 30 per cent.
revenue growth of its core investment companies(6) .
Draper Esprit's investment model has three main elements:
Primary investments
The Group owns, subject to certain existing carried interest
arrangements, minority interests in 29 portfolio companies (the
"Portfolio").
Using the proceeds from the Placing and Subscription, the Board
intends to invest further capital to companies in the Portfolio and
also pursue new investment opportunities. The Board expects to
allocate approximately 30 per cent. of the Group's investment
capital towards smaller rounds of seed and series A investments
with approximately 70 per cent. being invested in larger follow-on
series B+ and later series C+ investments to scale technology
companies to fund later stage growth. The Board intends to realise
value for Shareholders through exiting these investments over
time.
The Company may also enter into arrangements with certain
institutional investors to provide them with the opportunity to
co-invest with the Group in primary investments should it be in the
Group's strategic interests to do so. The Board anticipates that
such arrangements would primarily focus on the larger follow-on B+
and later C+ investment rounds.
The Encore Funds and VCT funds
Through its 71.2 per cent. ownership of Encore Ventures (an FCA
authorised and regulated management vehicle), the Group manages
five EIS funds and the evergreen Draper Esprit EIS with, in
aggregate GBP41 million of assets under management (as at 30
September 2016 plus subsequent fundraisings), of which over half is
invested. The Group receives income via management fees and
performance fees from the Encore Funds and the Directors intend to
continue to grow this area of the business.
Encore Ventures will typically make an initial co-investment of
between GBP500,000 and GBP3 million in each of the Group's primary
investments. Encore Ventures typically fixes the percentage of each
deal shared with the Group on an annual basis, with periodic
reviews as required. Thereafter, the Encore Funds continue to
co-invest in the Group's primary investments.
In November 2016, the Company acquired a 30.77 per cent. stake
in a leading VCT manager, Elderstreet Holdings Limited, with an
option to acquire the balance in due course. Elderstreet manages
Elderstreet VCT plc, LSE:EDV, which currently has GBP38 million of
assets under management (as at 31 December 2016 plus subsequent
fundraisings). Elderstreet, provides early stage, development and
growth capital for ambitious UK businesses, and co-invests with the
Group also.
Elderstreet will also typically make an initial co-investment of
between GBP350,000 and GBP2 million in each of the Group's primary
investments. Elderstreet typically fixes the percentage of each
deal shared with the Group on an annual basis, with periodic
reviews as required. Thereafter, Elderstreet continues to co-invest
in the Group's primary investments.
Secondary investments
The Group also continues to manage three legacy Esprit Funds,
Esprit Fund 1, Esprit Fund 2 and Esprit Fund 3(i). The Esprit Funds
are now in run-off, and while the Group will no longer receive
management fees in respect of these funds, the Company expects them
to generate carried interest for the Group depending upon the
realisation of certain investments held within these funds.
The Group may also make secondary investments from time-to-time
by acquiring primary investments previously made by other investors
(including EIS investors wishing to realise their investment in the
Encore Funds), and/or, where it is in the interest of the Group to
do so, by acquiring other third party funds to be managed by the
Group.
Through its division Draper Esprit Secondaries, the Group
continues to evaluate venture capital portfolios across Europe that
can be managed by the Group and which also have the potential for
further direct investment. The Group expects to receive a
proportion of management fees and carried interest for the
management of these portfolios, in addition to any returns earned
as a direct investor.
The Group has recently received third party commitments of EUR40
million (GBP34.9 million), to be used alongside the Company's own
resources for the proposed acquisition of a late stage portfolio of
seven technology companies which is in the process of completion
(which is subject, inter alia, to satisfactory due diligence).
Sector Focus
The Group provides early stage and growth stage digital
technology businesses with capital, networks and management support
to accelerate their international growth and development and
enhance their value over the long term. The Group adopts a broad
sector approach but the Directors believe that most growth and
venture capital investment opportunities in Europe of the requisite
size for the Company fall into the following four core sectors
underpinned by digital technologies:
Consumer Technology: companies with exceptional growth
opportunities in markets that are underpinned by new consumer
facing products, innovative business models and proven execution
capabilities.
Enterprise Technology: companies developing the software
infrastructure, applications and services that drive productivity
improvements, convenience and cost reduction for enterprises.
Hardware: companies developing differentiated technologies that
underpin advances in computing, consumer electronics and other
industries.
Healthcare: companies leveraging digital and genomic
technologies to create new products and services for the health and
wellness markets.
The Company looks for impressive entrepreneurs across all of
these core sectors. Draper Esprit diversifies risk within its
portfolio by not focusing on any one sector. Many of these sectors
remain significantly under-funded in Europe despite their evident
strengths and the Directors believe there is considerable potential
for upside returns from the companies that operate within them.
Strategy
Draper Esprit aims to seek out high growth companies originating
from across Europe that, in the Directors' view:
-- operate in markets with the potential for strong cross-border or global expansion;
-- have the potential to address large new markets or disrupt
major existing ones, utilising disruptive technology to achieve
this;
-- have competitive barriers to entry to encourage strong
margins and capital efficient business models;
-- have the potential to be global sector leaders;
-- are run by impressive entrepreneurs who have the ability to
build world-class management teams;
-- are backed by strong syndicates of investors to reduce financing risk in future rounds;
-- will be attractive candidates for acquisition by large
corporations or public ownership by institutions by way of an
initial public offering, with valuations ranging from US$50 million
to over US$1 billion; and
-- will generate multiples of invested capital for investors.
The Company is targeting a 20 per cent. portfolio return per
annum(7) .
Draper Esprit intends that the later stage companies that it
targets will typically:
-- have in excess of GBP2 million in run-rate revenues at the
time of the investment and be growing at more than 30 per cent. per
annum and so have proven their propositions commercially; and
-- be likely to have been supported by non-venture capital
sources of funding or have early stage local venture capital
investors, or be one of Draper Esprit's own early stage portfolio
companies which has gained sufficient commercial traction.
The Group's investments, whether primary or direct secondary
transactions, typically:
-- secure a significant minority stake with board participation
and rights in portfolio companies;
-- allow the Group to participate in later follow-on funding
rounds in order to minimise any dilution where possible; and
-- potentially require the Group to invest GBP5 million to GBP10
million of equity over the course of several funding rounds in
primary and secondary transactions.
3. Current trading
On 11 April 2017 the Group released a trading update ahead of
its results for the financial year ended 31 March 2017 which stated
that the Directors anticipated that the gross primary portfolio
value of the Portfolio will be in excess of GBP112.0 million as at
31 March 2017 (30 September 2016: GBP106.9m, Admission: GBP78.7m).
Excluding new investments and realisations, the gross portfolio
value increased 41 per cent. since IPO and 10 per cent. over the
six month period since 30 September 2016. As at 31 March 2017, the
Group had net cash of GBP24.8 million (30 September 2016: GBP22.2
million).
4. Reasons for the Placing and Subscription and use of proceeds
The Directors believe that, given the strong pipeline of
potential new deals and the desire to increase the Company's
average holding in existing portfolio companies, it is the right
time to raise further equity to increase the Company's available
cash resources in order to capitalise on these new opportunities.
The net proceeds of the Placing and Subscription will enable the
Company to increase its rate of investment to approximately GBP60.0
million per annum (exclusive of EIS, VCT and secondary
co-investments funds) and:
-- continue to grow its existing portfolio of investments;
-- invest in further new portfolio companies;
-- where appropriate and value enhancing, continue to appraise
complementary acquisition opportunities; and
-- fund the Company's working capital costs.
The net proceeds of the Placing and Subscription are
approximately GBP95.2 million and the Directors believe that these
will also enable the Company to increase the size of the equity
interest that it holds in portfolio companies and also the number
of companies in what it considers to be the core of its
portfolio.
5. The Placing and the Subscription
25,912,346 Placing Shares have been placed with placees at the
Issue Price, 3,100,000 Subscription Shares have been subscribed for
by ISIF at the Issue Price and 1,851,851 Subscription Shares have
been subscribed for by Invesco Perpetual at the Issue Price
(subject to certain conditions as set out in paragraph 7) to raise
aggregate gross proceeds of approximately GBP100 million. The
Placing, but not the Subscription, is underwritten.
The Issue Price represents a discount of approximately 3.0 per
cent. to the closing mid-market price of 333.875 pence per Ordinary
Share on 1 June 2017 (being the last practical date prior to the
announcement of the Placing and Subscription).
The Placing and the Subscription is conditional, inter alia, on
the approval of Resolutions 1 and 2 at the General Meeting of the
Company to be held at 1.00 p.m. on 19 June 2017 and upon Admission
of the Placing Shares and Subscription Shares to trading on AIM and
ESM. It is expected that Admission of the Placing Shares and ISIF
Subscription Shares will occur on 20 June 2017.
The Placing Shares issued pursuant to the Placing and the
Subscription Shares issued pursuant to the Subscription will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the Existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or
paid after their date of issue.
6. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Numis and
Goodbody have each agreed, subject to certain conditions, to place
the Placing Shares on an underwritten basis at the Issue Price.
The Placing Agreement contains certain warranties from the
Company in favour of Numis and Goodbody in relation to, inter alia,
certain matters relating to the Company and its business. In
addition, the Company has agreed to indemnify Numis and Goodbody in
relation to certain liabilities it may incur in respect of the
Placing. Numis and Goodbody have the right to terminate the Placing
Agreement in certain circumstances prior to Admission including,
without limitation, in the event of a material breach by the
Company of its obligations under the Placing Agreement, the
occurrence of certain force majeure events or a material adverse
change in the financial condition of the Group.
In consideration for their services in relation to the Placing
and Admission and conditional upon completion of the Placing, Numis
and Goodbody will be paid a commission based on the aggregate value
of the Placing Shares and the Subscription Shares at the Issue
Price.
7. The Subscription AgreementS
The ISIF Subscription Agreement
Pursuant to the ISIF Subscription Agreement, ISIF has agreed to
subscribe for 3,100,000 Subscription Shares at the Issue Price. The
Subscription is conditional, inter alia, on: (i) Admission
occurring by not later than 8.00 a.m. on 20 June 2017 (or by such
later time and/or date as agreed between the parties but in any
event not later than 8.00 a.m. on 4 July 2017); and (ii) ISIF's
holding of Ordinary Shares at or following Admission not being
greater than 27 per cent. of the issued ordinary share capital of
the Company.
The Company has agreed under the ISIF Subscription Agreement, in
substitution of the similar commitment given at the time of IPO, to
use its reasonable endeavours to procure that, during the period
from 15 June 2016 to 20 June 2022, the Group invests at least GBP50
million into Irish companies, subject to compliance, in the
reasonable opinion of the Directors, with the Company's investing
policy and provided that nothing shall require the Directors to
breach their fiduciary or statutory duties to the Company.
The Invesco Perpetual Subscription Agreement
Invesco Perpetual has agreed to subscribe for: (i) 13,580,247
Ordinary Shares at the Issue Price pursuant to the Placing; and
(ii), subject to the following paragraphs, 1,851,851 Ordinary
Shares at the Issue Price pursuant to the Invesco Perpetual
Subscription Agreement, representing, in aggregate 21.5 per cent.
of the Enlarged Share Capital.
Invesco Perpetual's subscription of the 1,851,851 Invesco
Subscription Shares is conditional, inter alia, on the receipt of
approval from the FCA under section 185 of FSMA to Invesco
Perpetual holding in aggregate 20 per cent. or more of the indirect
voting rights in Esprit Capital Partners LLP on terms reasonably
satisfactory to Invesco Perpetual by no later than 30 September
2017.
If FCA approval is not received in time for the Invesco
Subscription Shares to be admitted to AIM on 20 June 2017 but
before 31 July 2017, the number of Ordinary Shares subscribed by
Invesco Perpetual shall be adjusted to such number of Ordinary
Shares as equals GBP6 million divided by the lower of the Issue
Price and the five day volume weighted average for the five dealing
days up to and including the day the FCA approval is received. If
FCA approval is received before 15 June 2017 or after 31 July 2017
(but before 30 September 2017), there will be no adjustment to the
number of Invesco Subscription Shares or their price. If
applicable, the number of Invesco Subscription Shares (but not the
subscription price) shall also be adjusted so that Invesco
Perpetual's holding shall not exceed 29.9 per cent. of the issued
ordinary share capital of the Company (or any lower maximum
percentage stipulated by the FCA).
8. Admission and dealings
Application will be made to the London Stock Exchange and the
Irish Stock Exchange for the Placing Shares and Subscription Shares
to be admitted to trading on AIM and ESM respectively. The Placing
Shares and Subscription Shares will, when issued, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive dividends and other distributions declared
following Admission.
It is expected that Admission will become effective and that
dealings in the Placing Shares and the ISIF Subscription Shares
will commence on 20 June 2017.
9. related party transactionS
Funds managed by WIM have conditionally subscribed for 3,100,000
Placing Shares at the Issue Price. Pursuant to the ISIF
Subscription Agreement, ISIF has agreed to subscribe for 3,100,000
Subscription Shares at the Issue Price. The subscription of Placing
Shares by funds managed by WIM and the subscription of ISIF
Subscription Shares are related party transactions pursuant to the
AIM Rules and the ESM Rules.
The Directors consider, having consulted with Numis (the
Company's nominated adviser) and Goodbody (the Company's ESM
adviser), that the terms of the subscription by funds managed by
WIM and by ISIF are fair and reasonable insofar as the Shareholders
are concerned.
10. General Meeting
A notice convening the General Meeting to be held at the offices
of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU,
at 1.00 p.m. on 19 June 2017 is set out at the end of the Circular.
At the General Meeting, the following Resolutions will be
proposed:
Resolutions relating to the Placing and Subscription
(Resolutions 1 and 2)
Resolutions 1 and 2 will be proposed to grant the Directors the
authority to allot the Placing Shares and Subscription Shares
(which are equivalent to approximately 43.1 per cent. of the
Enlarged Share Capital) without first offering them to existing
Shareholders on a pre-emptive basis.
The Directors believe it would not be in the Shareholders' best
interests to incur the significant additional expense that would be
required to implement a fully pre-emptive offer of Ordinary Shares
to Shareholders. The Directors have therefore concluded that
seeking general authority from Shareholders to issue the Placing
Shares and Subscription Shares other than on a pre-emptive basis is
the most flexible and cost effective method available to the
Company.
Resolutions relating to general authority to allot Ordinary
Shares and waiver of pre-emption rights (Resolutions 3 and 4)
Resolutions 3 and 4 will, if passed, renew the Company's general
authorities on a non-pre-emptive basis at 10 per cent. of the
Company's issued ordinary share capital, but reflecting the
increased number of Ordinary Shares comprised in the Enlarged Share
Capital.
The authority sought under these Resolutions will expire at the
earlier of the conclusion of the annual general meeting of the
Company in 2017 and 30 September 2017.
11. rECOMMATION
The Directors consider the Resolutions to be proposed at the
General Meeting to be in the best interests of the Company and the
Shareholders as a whole. Consequently, the Directors will
unanimously recommend that Shareholders vote in favour of the
Resolutions, as they, and senior management of the Group, intend to
do in respect of their own beneficial interests amounting, in
aggregate, to 6.5 million Ordinary Shares representing 15.95 per
cent. of the Existing Ordinary Shares.
4 Unaudited. Consisting of the assets of: (i) the Group (as at
31 March 2017); (ii) the Esprit Funds (as at 31 December 2016);
(iii) the Encore Funds (as at 31 December 2016 plus subsequent
fundraisings); and (iv) 30.77 per cent. of The Elderstreet VCT plc
(as at 31 December 2016 plus subsequent fundraisings).
5 Being the aggregate portfolio return since 2008 of: (i) the
Company (investments and cash returns since IPO (as at 31 March
2017)); (ii) Esprit Fund 2 (as at 31 December 2016); (iii) Esprit
Fund 3 (realised at IPO); and (iv) Esprit Fund 3(i) (as at 31
December 2016). Based on management information and all
unaudited.
6 Being companies representing more than 70 per cent. of
Company's portfolio where net asset value is greater than GBP5
million. Revenue growth for FY16 to FY17 (unaudited).
7 This is a target only and not a profit forecast or estimate.
There can be no assurance that it will be met or any annual
portfolio return will be achieved.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission the admission of the Placing Shares and Subscription Shares to trading on
AIM and ESM becoming
effective in accordance with the AIM Rules and the ESM Rules respectively
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time-to-time
Articles of Association the articles of association of the Company (from time to time)
Board the board of Directors of the Company
Business Day a day (excluding Saturdays, Sundays or public holidays in England and
Wales or Ireland) on
which banks generally are open in London and Dublin for the transaction of
business
certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
Circular the circular to be sent by the Company to its Shareholders in connection
with the Placing
Closing Date means the date on which settlement of the Placing Shares takes place,
which will be advised
to Placees, but is expected to be on or around 20 June 2017
Company or Draper Esprit Draper Esprit plc
CREST the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
EIS Enterprise Investment Scheme under the provisions of Part 5 of the Income
Tax Act 2007
Enlarged Share Capital the Ordinary Shares in issue immediately following the issue and allotment
of the Placing
Shares and the Subscription Shares at Admission
Encore Funds DFJ Esprit Angels' EIS Co-investment Fund, DFJ Esprit Angels' EIS
Co-investment II, DFJ Esprit
EIS III and DFJ Esprit EIS IV, Draper Esprit EIS V and Draper Esprit EIS
Encore Ventures Encore Ventures LLP, the investment manager of the Encore Funds
ESM the Enterprise Securities Market operated and regulated by the Irish Stock
Exchange
ESM Advisor Goodbody, in its capacity as ESM Advisor to the Company for the purposes
of the ESM Rules
ESM Rules the ESM Rules for Companies published by the Irish Stock Exchange
Esprit Fund 1 Esprit Capital I Fund No. 1 LP and Esprit Capital I Fund No. 2 LP
Esprit Fund 2 DFJ Esprit II LP
Esprit Fund 3 Esprit Capital III, L.P.
Esprit Fund 3(i) DFJ Esprit III(i) and DFJ Esprit III(i)A
Esprit Funds Esprit Fund 1, Esprit Fund 2 and Esprit Fund 3(i)
EU Prospectus Directive Directive 2003/71/EC
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
Existing Ordinary Shares the Ordinary Shares in issue as at the date of this announcement
FCA the Financial Conduct Authority
Form of Proxy the form of proxy for use by Shareholders in connection with the General
Meeting
FSMA the Financial Services and Markets Act 2000, as may be amended from
time-to-time
General Meeting or GM the general meeting of the Company convened for 1.00 p.m. on 19 June 2017
(or any adjournment
or postponement thereof)
Goodbody Goodbody Stockbrokers Unlimited Company, a company incorporated in Ireland
with registered
number 54223 and having its registered office at Ballsbridge Park,
Ballsbridge, Dublin 4,
D04 YW83 Ireland
Group the Company, together with its subsidiaries and subsidiary undertakings
and., for the purposes
of investments made by the Group, includes the Encore Funds
Invesco Perpetual Invesco Asset Management Limited, having its registered office at
Perpetual Park, Perpetual
Park Drive, Henley on Thames, RG9 1HH, acting as agent for and on behalf
of its discretionary
managed clients
Invesco Perpetual Subscription Agreement the subscription agreement dated 1 June 2017 between the Company and
Invesco Perpetual relating
to the Subscription
Invesco Subscription Shares the 1,851,851 Ordinary Shares (subject to adjustment) to be issued to
Invesco Perpetual pursuant
to the terms of the Invesco Perpetual Subscription Agreement
IPO the admission of the Company's entire issued ordinary share capital to
trading on AIM and
ESM which took place on 15 June 2016
Ireland the island of Ireland excluding Northern Ireland
Irish Stock Exchange Irish Stock Exchange plc
ISIF the National Treasury Management Agency (as controller and manager of the
Ireland Strategic
Investment Fund)
ISIF Subscription Agreement the subscription agreement dated 1 June 2017 between the Company and ISIF
relating to the
Subscription
ISIF Subscription Shares the 3,100,000 Ordinary Shares to be issued to ISIF pursuant to the terms
of the ISIF Subscription
Agreement
Issue Price 324 pence per Placing Share and/or Subscription Share (as appropriate)
London Stock Exchange London Stock Exchange plc
MAR the EU Market Abuse Regulation 596/2014
Numis Numis Securities Limited, a company incorporated in England and Wales with
registered number
02285918 and having its registered office at 10 Paternoster Square, London
EC4M 7LT
Ordinary Shares ordinary shares of GBP0.01 each in the capital of the Company
Placees the placees procured by Numis or Goodbody pursuant to the Placing
Agreement who agree to subscribe
for Placing Shares
Placing the placing of the Placing Shares pursuant to the Placing Agreement
Placing Agreement the placing agreement dated 2 June 2017 between (1) Numis, (2) Goodbody
and (3) the Company
relating to the Placing
Placing Shares 25,912,346 new Ordinary Shares which are to be placed in accordance with
the terms of the
Placing, conditional inter alia on the passing of Resolutions 1 and 2
Portfolio has the meaning given to it in Part 1 of the Circular
Prospectus Directive the Directive of the European Parliament and of the Council of the
European Union 2003/71/EC
Prospectus Rules the Prospectus Rules made by the FCA under Part VI of FSMA
Registrar Equiniti Limited
Regulation S Regulation S under the Securities Act
Resolutions the resolutions set out in the notice of General Meeting
Securities Act the US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Subscription (i) the subscription by ISIF for 3,100,000 Subscription Shares at the
Issue Price pursuant
to the terms of the Subscription Agreement; and (ii) the Subscription by
Invesco Perpetual
for 1,851,851 Subscription Shares at the Issue Price pursuant to the terms
of the Invesco
Perpetual Subscription Agreement
Subscription Agreement the ISIF Subscription Agreement and the Invesco Perpetual Subscription
Agreement
Subscription Shares (i) the ISIF Subscription Shares and (ii) the Invesco Subscription Shares,
all conditional
inter alia on the passing of Resolutions 1 and 2
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority the FCA acting in its capacity as the competent authority for the purposes
of FSMA
uncertificated or in uncertificated form recorded on the register of members of the Company as being held in
uncertificated form in
CREST and title to which, by virtue of the CREST Regulations, may be
transferred by means
of CREST
United States or US the United States of America, its territories and possessions and the
District of Columbia
VCT venture capital trust
WIM Woodford Investment Management
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, Ordinary
Shares in any jurisdiction where such offer or solicitation is
unlawful or would impose any unfulfilled registration,
qualification, publication or approval requirements on the Company
or Numis or Goodbody. The offer and sale of Ordinary Shares has not
been and will not be registered under the applicable securities
laws of Canada, Australia, Japan, New Zealand or the Republic of
South Africa. Subject to certain exemptions, the Shares may not be
offered to or sold within Canada, Australia, Japan, New Zealand or
the Republic of South Africa or to any national, resident or
citizen of Canada, Australia, Japan, New Zealand or the Republic of
South Africa.
The Ordinary Shares have not been, and will not be, registered
under the US Securities Act, or the securities laws of any other
jurisdiction of the United States. The Ordinary Shares may not be
offered or sold, directly or indirectly, in or into the United
States (except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the US Securities
Act). No public offering of the Ordinary Shares is being made in
the United States. The Ordinary Shares are being offered and sold
only outside the United States in "offshore transactions" within
the meaning of, and in reliance on, Regulation S under the US
Securities Act.
The Ordinary Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed on or endorsed the merits of the Placing or the
Subscription or the accuracy or adequacy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered or sold within Australia, Canada, Japan or the
Republic of South Africa or to any national, resident or citizen of
Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and the
Republic of Ireland may be restricted by law. No action has been
taken by the Company, Numis or Goodbody that would permit a public
offer of Ordinary Shares in any jurisdiction outside the UK or
possession of this announcement where action for that purpose is
required. Persons outside the UK who come into possession of this
announcement should inform themselves about the distribution of
this announcement in their particular jurisdiction. Failure to
comply with those restrictions may constitute a violation of the
securities laws of such jurisdiction.
This announcement is directed only at only at persons who are:
(a) if in a member state of the European Economic Area ("EEA"),
persons who are who are qualified investors, being persons falling
within the meaning of article 2(1)(e) of the Prospectus Directive
("Qualified Investors"), or (b) if in the United Kingdom, Qualified
Investors who (i) have professional experience in matters relating
to investments falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) fall within article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc) of the Order; or
(c) are persons to whom they may otherwise be lawfully communicated
(all such persons together being referred to as "Relevant
Persons").
This announcement 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.
Numis which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the FCA and is acting as
nominated adviser to the Company for the purposes of the AIM Rules
and as joint broker to the Company in connection with the Placing.
Numis is not acting for, and will not be responsible to, any person
other than the Company for providing the protections afforded to
its customers or for advising any other person on the contents of
this announcement or on any transaction or arrangement referred to
in this announcement. Numis' responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London
Stock Exchange and are not owed to the Company, any Director or to
any other person. No representation or warranty, express or
implied, is made by Numis as to, and no liability is accepted by
Numis in respect of, any of the contents of this announcement.
Goodbody, which is authorised and regulated by the Central Bank
of Ireland, has been appointed as ESM Advisor for the purposes of
the ESM Rules and has agreed to act as joint broker to the Company.
Persons receiving this announcement should note that Goodbody is
acting exclusively for the Company in connection with the Placing
and is not acting for any other person and will not be responsible
to any person for providing the protections afforded to customers
of Goodbody or for advising any other person in connection with the
Placing. Goodbody's responsibilities as the Company's ESM Advisor
and broker under the ESM Rules are owed solely to the Irish Stock
Exchange and are not owed to any other person. No representation or
warranty, express or implied, is made by Goodbody as to, and no
liability is accepted by Goodbody in respect of, any of the
contents of this announcement.
FORWARD-LOOKING STATEMENTS
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds for the
Placing and Subscription the Group's liquidity position, the future
performance of the Group, future interest rates and currency
controls, the Group's future financial position, plans and
objectives for future operations and any other statements that are
not historical fact. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in interest rates and
foreign exchanges rates, the policies and actions of governmental
and regulatory authorities, changes in legislation, the further
development of standards and interpretations under IFRS applicable
to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the
outcome of pending and future litigation or regulatory
investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of
these factors are beyond the Company's control. As a result, the
Company's actual future results may differ materially from the
plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. These forward looking statements reflect
the Company's judgement at the date of this announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the Irish Stock
Exchange, the AIM Rules, the ESM Rules or applicable law, the
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any changes in
the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Appendix - Terms and conditions
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE WHO
ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"), OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR
(C) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND
IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the EEA which has implemented the Prospectus Directive other than
Qualified Investors or in circumstances in which the prior consent
of Numis and Goodbody has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Member State of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3. (a) it is not (i) in the United States and (ii) acting for
the account or benefit of a person in the United States, or (b) it
is a dealer or other professional fiduciary in the United States
acting on a discretionary basis for a non-US person (other than an
estate or trust) in reliance on Regulation S under the Securities
Act; or (c) it is otherwise acquiring the Placing Shares in an
"offshore transaction" meeting the requirements of Regulation S
under the Securities Act; and
4. it is not, and is not acting for the account or benefit of a
person who is, a national of Canada, Australia, Japan or the
Republic of South Africa.
The Company, Numis and Goodbody will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
This Announcement has been prepared and issued by the Company
and is and will be 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 Numis, Goodbody or any of their respective
directors, officers, employees, affiliates, branches, advisers,
consultants or agents or any other person 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 Placee, any person acting on such Placee's behalf or any of
their respective advisers, and any liability therefor is expressly
disclaimed.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, Japan or the
Republic of South Africa or in any jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, Ireland, the United
States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold outside the United States in accordance with
Regulation S under the Securities Act.
No securities commission or similar authority in Canada has in
any way passed on the merits of the securities offered hereunder
and any representation to the contrary is an offence. No document
in relation to the Placing has been, or will be, lodged with, or
registered by the Australian Securities and Investments Commission,
and no registration statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the Placing or the
Placing Shares. Accordingly, subject to certain exceptions, the
Placing Shares may not, directly or indirectly, be offered or sold
within Canada, Australia, Japan or the Republic of South Africa or
offered or sold to a resident of Canada, Australia, Japan or the
Republic of South Africa. The Placing Shares to be subscribed in
the Placing have not been, and will not be, registered under the
Securities Act or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be
offered or sold within the United States or to, or for the account
or benefit of, any US Person as that term is defined in Regulation
S under the Securities Act, except pursuant to an exemption from,
or in a transaction not subject to the registration requirements of
the Securities Act. The Company has not been registered and will
not register under the United States Investment Company Act of
1940, as amended.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given.
1. THE PLACING
1.1 Numis and Goodbody have entered into the Placing Agreement
with the Company. Pursuant to the Placing Agreement, each of Numis
and Goodbody has undertaken, subject to the terms set out therein,
to use its reasonable endeavours, as agent of the Company, to
procure subscribers for the Placing Shares at the Issue Price.
1.2 The Placing Shares will, when issued be subject to the
Articles of Association, be credited as fully paid and will rank
pari passu in all respects with each other and with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares. The
Placing Shares will be issued free of any encumbrance, lien or
other security interest.
1.3 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
1.4 Each Placee will be required to pay to Numis or Goodbody, on
the Company's behalf, an amount equal to the product of the Issue
Price and the number of Placing Shares that such Placee is required
to be allotted in accordance with the terms set out in or referred
to in this Appendix. Each Placee's obligation to be allotted and
pay for Placing Shares under the Placing will be owed to each of
the Company and Numis or Goodbody (as applicable). Each Placee will
be deemed to have read this Appendix in its entirety.
1.5 None of Numis, Goodbody or any respective holding company
thereof, any subsidiary thereof, any subsidiary of any such holding
company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each an "Affiliate") will have any liability (subject to
applicable legislation and regulations) to Placees or to any person
other than the Company in respect of the Placing.
2. APPLICATION FOR ADMISSION
2.1 Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM and to the Irish
Stock Exchange for admission of the Placing Shares to trading on
the ESM. It is expected that Admission will become effective on or
around 8.00 a.m. on 20 June 2017 and that dealings in the Placing
Shares will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
3.1 Each of Numis and Goodbody (whether through itself or any of
its Affiliates) is arranging the Placing as joint broker to the
Company for the purpose of using its reasonable endeavours to
procure Placees at the Issue Price for the Placing Shares. Numis is
authorised and regulated in the United Kingdom by the FCA, and is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Numis or for providing
advice in relation to the matters described in this Announcement.
Goodbody is authorised and regulated in the Ireland by the Central
Bank of Ireland, and is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
Goodbody or for providing advice in relation to the matters
described in this Announcement. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by Numis or Goodbody. Numis, Goodbody and their
respective Affiliates may participate in the Placing as
principal(s).
3.2 The Issue Price is a fixed price of 324 pence per Placing Share.
3.3 No commissions will be paid to Placees or by the Placees in
respect of any Placing Shares.
3.4 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by Numis or Goodbody (as
applicable) or one of their Affiliates, and a contract note will be
dispatched as soon as practicable thereafter as evidence of such
Placee's allocation and commitment. The terms and conditions of
this Appendix will be deemed incorporated into the contract note.
That oral confirmation will constitute an irrevocable legally
binding commitment upon that person (who at that point will become
a Placee) in favour of the Company and Numis or Goodbody (as
applicable) to subscribe for the number of Placing Shares allocated
to it at the Issue Price on the terms and conditions set out in
this Appendix and in accordance with the Articles of Association.
An offer to acquire Placing Shares, which has been communicated by
a prospective Placee to Numis or Goodbody (as applicable) which has
not been withdrawn or revoked prior to publication of this
Announcement shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement without
the consent of Numis or Goodbody (as applicable).
3.5 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
Paragraph 7 "Registration and Settlement".
3.6 All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of amongst other things,
the conditions referred to below under Paragraph 4 "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under Paragraph 5 "Right to terminate under the
Placing Agreement".
3.7 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
3.8 Each Placee's obligations will be owed to the Company, and
to Numis or Goodbody (as applicable). Following the oral
confirmation referred to above, each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
Numis or Goodbody (as applicable) as agent of the Company and to
the Company, to pay to Numis or Goodbody (as applicable) in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares such Placee has agreed to acquire. Numis
and Goodbody (as applicable) will procure the allotment of the
Placing Shares to each Placee.
3.9 Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and that neither Numis nor Goodbody shall have any liability to the
Placees for the failure of the Company to fulfil those
obligations.
4. CONDITIONS OF THE PLACING
4.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The obligations of Numis and Goodbody under the
Placing Agreement are conditional, inter alia, on:
(a) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(b) the Placing Agreement not having been terminated in
accordance with its terms;
(c) the Shareholder Resolutions being approved by the requisite
majority of Shareholders attending and voting at the General
Meeting; and
(d) Admission occurring not later than 8.00 a.m. on 20 June 2017
or such later time as Numis and Goodbody may agree in writing with
the Company (but in any event not later than 8.00 a.m. on 4 July
2017).
4.2 If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Numis and
Goodbody), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. None of Numis, Goodbody or the Company, nor any of their
respective Affiliates shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
4.3 By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under Paragraph 5 "Right to terminate
under the Placing Agreement", and will not otherwise be capable of
rescission or termination by the Placee.
5. RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
5.1 Either of Numis and Goodbody may (after consultation with
the Company), at any time before Admission, terminate the Placing
Agreement by giving notice to the Company if, inter alia:
(a) it comes to the knowledge of Numis or Goodbody that any of
the warranties given by the Company under the Placing Agreement was
untrue, inaccurate or misleading; or
(b) it comes to the notice of Numis or Goodbody that a matter
has arisen which is likely to give rise to a claim under any of the
indemnities given by the Company under the Placing Agreement;
or
(c) the Company shall fail to comply with any of its obligations
under the Placing Agreement; or
(d) any material adverse change in, or any development involving
a prospective material adverse change in, or affecting, the
condition (financial, operational, legal or otherwise) or the
earnings, management, business affairs, solvency, credit rating or
prospects of the of the Company and its subsidiary undertakings
(taken as a whole), whether or not arising in the ordinary course
of business has occurred) which, in the opinion of either Numis or
Goodbody, would materially prejudice the success of the
Placing.
5.2 By participating in the Placing, each Placee agrees with
Numis and Goodbody that the exercise by Numis or Goodbody of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Numis and/or
Goodbody without the need to make any reference to the Placees in
this regard and that, to the fullest extent permitted by law, Numis
and Goodbody shall not have any liability whatsoever to the Placees
in connection with any such exercise.
6. NO PROSPECTUS
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service (as defined in the AIM Rules
and the ESM Rules). Each Placee, by accepting a participation in
the Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms to
Numis, Goodbody and the Company that it has neither received nor
relied on any information, representation, warranty or statement
made by or on behalf of Numis or Goodbody (other than the amount of
the relevant Placing participation in the oral confirmation given
to Placees and the contract note referred to below), any of their
respective Affiliates, any persons acting on its behalf or the
Company and none of Numis or Goodbody or any of their respective
Affiliates, any persons acting on their behalf, nor the Company
will be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
to and agrees with each of Numis and Goodbody (in each case for
itself and as agent for the Company) that, except in relation to
the information contained in this Announcement, it has relied on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
7. REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the Placing Shares (ISIN
GB00BY7QYJ50) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Numis and Goodbody reserve the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
they deem necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
7.2 It is expected that settlement will take place on or about
20 June 2017 in CREST in accordance with the instructions set out
in the contract note. Settlement will be through Numis against
CREST ID: 600 and through Goodbody against CREST ID: 432.
7.3 Each Placee allocated Placing Shares in the Placing will be
sent a contract note in accordance with the standing arrangements
in place with Numis or Goodbody (as applicable), stating the number
of Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to Numis or Goodbody (as applicable) and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Numis.
7.4 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
7.5 Each Placee is deemed to agree that if it does not comply
with these obligations, Numis or Goodbody (as applicable) may sell
any or all of the Placing Shares allocated to the Placee on such
Placee's behalf and retain from the proceeds, for Numis' or
Goodbody's (as applicable) own account and profit, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
7.6 If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the contract note
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in the
Placee's name or that of its nominee or in the name of any person
for whom the Placee is contracting as agent or that of a nominee
for such person, such Placing Shares will, subject as provided
below, be so registered free from any liability to stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of
the issue of the Placing Shares, none of Numis, Goodbody or the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
8. REPRESENTATIONS AND WARRANTIES
8.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) to each of the
Company, Numis, Goodbody and the Registrar that:
(a) the Placee has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles of
Association. Such Placee agrees that these terms and conditions and
the contract note issued by Numis or Goodbody (as applicable) to
such Placee represent the whole and only agreement between the
Placee, Numis or Goodbody (as applicable) and the Company in
relation to the Placee's participation in the Placing and
supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Placee agrees that none of
the Company, Goodbody and Numis nor any of their respective
officers or directors will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
(b) if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the UK and in Ireland) on
the date of such Placee's agreement to acquire Placing Shares under
the Placing and will not be any such person on the date any such
offer is accepted;
(c) none of Numis, Goodbody or any person affiliated with Numis
or Goodbody acting on either of their behalfs is responsible for or
shall have any liability for any information, representation or
statement contained in this Announcement or any supplementary
announcement (as the case may be) or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by a Placee to participate
in the Placing based on any information, representation or
statement contained in this Announcement or otherwise;
(d) in agreeing to acquire Placing Shares under the Placing, the
Placee is relying on this Announcement or any supplementary
announcement concerning the Placing (as the case may be) and not on
any other information or representation concerning the Group, the
Placing or the Placing Shares. Such Placee agrees that none of the
Company, Numis or Goodbody nor their respective Affiliates will
have any liability for any such other information or representation
and irrevocably and unconditionally waives any rights it may have
in respect of any such other information or representation;
(e) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA and/or the Central Bank of
Ireland (as applicable)), neither Numis nor Goodbody, nor any of
their respective Affiliates shall be liable to a Placee for any
matter arising out of the role of Numis as the Company's nominated
adviser and broker and Goodbody as the Company's ESM adviser (or
otherwise in either case), and that where any such liability
nevertheless arises as a matter of law each Placee will immediately
waive any claim against Numis and Goodbody and any of its
Affiliates which a Placee may have in respect thereof;
(f) the Placee has complied with all applicable laws and such
Placee will not infringe any applicable law as a result of such
Placee's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or any actions arising from such Placee's
rights and obligations under the Placee's agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles of Association;
(g) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order (i) to enable the Placee lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under, the Placing and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Placee's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate (a)
its constitutive documents or (b) any agreement to which the Placee
is a party or which is binding on the Placee or its assets;
(h) to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(i) the Ordinary Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Canada, Australia, the Republic of South Africa
or Japan or where to do so may contravene local securities laws or
regulations;
(j) the Placee is not a person located in the United States and
is eligible to participate in an "offshore transaction" as defined
in and in accordance with Regulation S of the Securities Act and
the Placing Shares were not offered to such Placee by means of
"directed selling efforts" as defined in Regulation S of the
Securities Act;
(k) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Placee, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(l) the Placee invests in or purchases securities similar to the
Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
Placing Shares;
(m) the Placee has conducted its own investigation with respect
to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the
Placing Shares as the Placee deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Placee has concluded that an investment in the Placing Shares is
suitable for it or, where the Placee is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(n) the Placee or, where the Placee is not acting as principal,
any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an
indefinite period and the loss of its entire investment in the
Placing Shares;
(o) there may be adverse consequences to the Placee under United
States and other tax laws resulting from an investment in the
Placing Shares and the Placee has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(p) the Placee is not a resident of Canada, Australia, the
Republic of South Africa or Japan and acknowledges that the Placing
Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the
securities legislation of Canada, Australia, the Republic of South
Africa or Japan and, subject to certain exceptions, the Placing
Shares may not be offered or sold, directly or indirectly, in or
into those jurisdictions or in any other jurisdiction in which any
such offer, invitation or solicitation is or would be unlawful; the
Placee is liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the UK by it or any other person
on the acquisition by it of any Placing Shares or the agreement by
it to acquire any Placing Shares;
(q) the Placee accepts that if the Placing does not proceed or
the conditions to the Placing Agreement are not satisfied or the
Placing Shares for which valid applications are received and
accepted are not admitted to trading on AIM and/or the ESM for any
reason whatsoever then none of Numis, Goodbody or the Company, nor
their Affiliates shall have any liability whatsoever to it or any
other person;
(r) in the case of a person who confirms to Numis or Goodbody
(if applicable) on behalf of a Placee an agreement to acquire
Placing Shares under the Placing and/or who authorises Numis or
Goodbody (if applicable) to notify such Placee's name to the
Registrar, that person represents and warrants that it has
authority to do so on behalf of the Placee;
(s) the Placee has complied with its obligations in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 and the Money Laundering
Regulations 2007 and any other applicable law concerning the
prevention of money laundering and, if it is making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Money Laundering Regulations 2007 and, in
each case, agrees that pending satisfaction of such obligations,
definitive certificates (or allocation under the CREST system) in
respect of the Placing Shares comprising the Placee's allocation
may be retained at Numis' or Goodbody's (as applicable)
discretion;
(t) the Placee agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, Numis, Goodbody
and/or the Company may require proof of identity of the Placee and
related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Placee to produce any information required
for verification purposes, Numis, Goodbody and/or the Company may
refuse to accept the application and the subscription moneys
relating thereto. It holds harmless and will indemnify Numis,
Goodbody and/or the Company against any liability, loss or cost
ensuing due to the failure to process this application, if such
information as has been required has not been provided by it or has
not been provided on a timely basis;
(u) the Placee is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, with all applicable
provisions of FSMA, MAR and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those
obligations;
(v) the Placee confirms that if it has received any inside
information (as defined in MAR) about the Company in advance of the
Placing, it warrants that it has received such information within
the market soundings regime provided for in Article 11 of MAR and
associated delegated legislation and it has not disclosed or dealt
on the basis of that information prior to it being publicly
available;
(w) the Placee is not, and is not applying as nominee or agent
for, a person which is, or may be, mentioned in any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depository
receipts or to issue or transfer Placing Shares into a clearing
system;
(x) if the Placee is a resident in the EEA, it is a "qualified
investor" within the meaning of the law in the Relevant Member
State implementing Article 2(1)(e)(i), (ii) or (iii) of the
Prospectus Directive (Directive 2003/71/EC);
(y) the Placee has not offered or sold and will not offer or
sell any Placing Shares to persons in the UK or Ireland prior to
Admission except to "qualified investors" as defined in Article
2(1)(e) of the Prospectus Directive;
(z) if in the UK, the Placee is (a) a person falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "FPO") or (b) a person
falling within article 49(2)(a) to (d) of the FPO and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business and/or
(c) a person to whom the Prospectus may otherwise be lawfully
communicated;
(aa) the Placee has only communicated or caused to be
communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placed
Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
(bb) the Placee has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Placee in relation to the Placing in, from or otherwise involving
the UK;
(cc) neither Numis nor Goodbody is making any recommendation to
the Placee or advising the Placee regarding the suitability or
merits of participation in the Placing or any transaction the
Placee may enter into in connection with the Placing or otherwise.
The Placee is not Numis' or Goodbody's client in connection with
the Placing and neither Numis nor Goodbody will be responsible to
any Placee for providing the protections afforded to Numis' or
Goodbody's clients or providing advice in relation to the Placing
and neither Numis nor Goodbody will have any duties or
responsibilities to any Placee similar or comparable to "best
execution" and "suitability" imposed by the Conduct of Business
Sourcebook contained in the rules of the FCA;
(dd) the exercise by Numis or Goodbody of any rights or
discretions under the Placing Agreement shall be within its
absolute discretion and Numis or Goodbody (as applicable) need not
have any reference to any Placee and shall have no liability to any
Placee whatsoever in connection with any decision to exercise or
not to exercise or to waive any such right and each Placee agrees
that it shall have no rights against Numis, Goodbody or its
directors or employees under the Placing Agreement;
(ee) the Placee's commitment to acquire Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the
Placing;
(ff) it irrevocably appoints any director of Numis or Goodbody
as its agent for the purposes of executing and delivering to the
Company and/or the Registrar any documents on its behalf necessary
to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(gg) the Placee acknowledges that any money held in an account
with Numis or Goodbody (as applicable) on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA or the Central Bank of Ireland. The Placee
further acknowledges that the money will not be subject to the
protections conferred by the client money rules. As a consequence,
this money will not be segregated from Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business and the Placee will rank only as a general
creditor of Numis or Goodbody (as applicable); and
(hh) it will indemnify and hold the Company, Numis, Goodbody and
their respective Affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix will survive after completion of the
Placing. The Company, Numis and Goodbody will rely upon the truth
and accuracy of each of the foregoing representations, warranties
and undertakings.
9. SUPPLY AND DISCLOSURE OF INFORMATION
If any of Numis, Goodbody, the Registrar or the Company or any
of their respective agents request any information about a Placee's
agreement to acquire Placing Shares, such Placee must promptly
disclose it to them.
10. MISCELLANEOUS
10.1 The rights and remedies of Numis, Goodbody, the Registrar
and the Company under these terms and conditions are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others.
10.2 On application, each Placee may be asked to disclose, in
writing or orally to Numis or Goodbody (as applicable):
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
10.3 All documents will be sent at the Placee's risk. They may
be sent by post to such Placee at an address notified to Numis or
Goodbody (as applicable). Each Placee agrees to be bound by the
Articles of Association once the Placing Shares which such Placee
has agreed to acquire have been acquired by such Placee. The
provisions of this Appendix may be waived, varied or modified as
regards specific Placees or on a general basis by Numis or Goodbody
(as applicable). The contract to acquire Placing Shares and the
appointments and authorities mentioned herein will be governed by,
and construed in accordance with, the laws of England and Wales.
For the exclusive benefit of Numis, Goodbody, the Company and the
Registrar, each Placee irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against a Placee in any
other jurisdiction. In the case of a joint agreement to acquire
Placing Shares, references to a "Placee" in these terms and
conditions are to each of such Placees and such joint Placees'
liability is joint and several. All times and dates in this
Announcement are subject to amendment and Numis, Goodbody and the
Company each expressly reserve the right to modify the Placing
(including, without limitation, its timetable and settlement) at
any time before allocations of Placing Shares under the Placing are
determined.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEKMGGVRMLGNZM
(END) Dow Jones Newswires
June 02, 2017 02:00 ET (06:00 GMT)
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