TIDMHAYD
RNS Number : 6563M
Haydale Graphene Industries PLC
15 September 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN
THE APPIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
HAYDALE GRAPHENE INDUSTRIES PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY INVESTMENT DECISION IN RESPECT OF HAYDALE GRAPHENE
INDUSTRIES PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
15 September 2023
HAYDALE GRAPHENE INDUSTRIES PLC
(" Haydale " or the " Company " or the " Group ")
Capital Reorganisation,
Placing and Subscription to raise GBP5.0 million,
Retail Offer to raise up to GBP1.0 million, both at 0.5 pence
per Ordinary Share
and
General Meeting
Haydale (AIM:HAYD), the global advanced materials group, today
announces its intention to conduct a Placing of 912,000,000 New
Ordinary Shares at the Issue Price of 0.5 pence per New Ordinary
Share to raise in aggregate GBP4.56 million.
The Placing will be conducted by way of an accelerated bookbuild
("ABB") which will be launched immediately following this
announcement in accordance with the terms and conditions set out in
the appendix to this Announcement.
The Company proposes to raise a further GBP 0.44 million by way
of the Subscriptions, comprising the issue of 88,000,000 New
Ordinary Shares at the Issue Price. Certain Directors, namely David
Banks, Keith Broadbent, Patrick Carter and Theresa Wallis, intend
to participate in the Subscriptions, subscribing GBP40,000 in
aggregate between them.
In addition the Company intends to carry out a separate retail
offer of up to 200,000,000 New Ordinary Shares at the Issue Price
via the Bookbuild Platform to raise further gross proceeds of up to
GBP1.0 million to provide existing retail shareholders in the
United Kingdom with an opportunity to participate in the
Fundraising. A separate announcement will be made shortly regarding
the Retail Offer and its terms. The Placing and Subscriptions are
not conditional upon the Retail Offer. For the avoidance of doubt
the Retail Offer forms no part of the Placing or Subscriptions.
The proceeds of the Fundraising will be used to fund the general
working capital needs of the business.
Placing Highlights:
-- Haydale intends to raise approximately GBP4.56 million before
expenses through a Placing arranged by Cavendish of 912,000,000 New
Ordinary Shares at the Issue Price with new and existing
investors.
-- The Placing is being conducted in two tranches; a placing of
the EIS/VCT Placing Shares with those investors seeking to claim
EIS relief in relation to their subscriptions and with VCTs and a
placing of the General Placing Shares with those investors who are
neither seeking EIS relief nor are VCTs. The Company intends to
raise a further GBP0.44 million through the issue of 88,000,000 New
Ordinary Shares via the Subscriptions.
-- Certain of the Directors of Haydale, namely David Banks,
Keith Broadbent, Patrick Carter and Theresa Wallis, have indicated
their intention to participate in the Fundraising, specifically as
part of the Subscriptions, for in aggregate 8,000,000 New Ordinary
Shares.
-- The funds raised from the Fundraising, which are expected to
amount to between GBP5.0 million and GBP6.0 million, depending on
the take up of the Retail Offer, will be used to fund general
working capital needs of the Company.
-- Shareholders will be asked to approve a capital
reorganisation under which each Existing Ordinary Share will be
subdivided into one ordinary shares of 0.1 pence each and one
deferred shares of 1.9 pence each.
-- The Fundraising is conditional (amongst other things) upon
the passing of resolutions to approve the Capital Reorganisation
and to authorise the issue of the New Ordinary Shares on a
non-pre-emptive basis. A General Meeting is therefore being
convened for the purpose of considering the Resolutions at 11:00
a.m. on 3 October 2023.
-- EIS / VCT Admission is expected to take place on or around 4 October 2023
-- General Admission is expected to take place on or around 5 October 2023.
For further information:
Haydale Graphene Industries plc Tel: +44 (0) 1269 842 946
Keith Broadbent, CEO www.haydale.com
Patrick Carter, CFO
Cavendish Capital Markets Limited (Nominated Adviser, Broker and Retail Offer
Coordinator) Tel: +44 (0) 20 7220 0500
Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance
Andrew Burdis / Harriet Ward, ECM
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to Shareholders by an announcement on a Regulatory Information
Service.
Further information on the Fundraising and Admission is included
in the section headed 'Additional Information' below. Attention is
also drawn to the section headed 'Important Information' of this
Announcement and the terms and conditions of the Placing
(representing important information for Placees only) in the
Appendix to this Announcement.
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below save that any capitalised term defined in the
Appendix shall have such meaning in the Appendix to the exclusion,
in the Appendix only, of any definition of such term elsewhere in
this Announcement.
ADDITIONAL INFORMATION
Reasons for the Fundraising and Use of Proceeds
During the course of FY23 the Company has focused on the five
key markets capable of yielding commercial scale revenues in the
shortest possible timeframe, namely functionalised nano-materials
for third party applications, heating inks and fluids; sensor
devices, composites and silicon carbide tooling. The Company has
continued to build partnerships with strategic partners in each of
these areas over the past 12 months and many of these are
progressing well with a number of announcements made in recent
months in this regard. As a result of the Company's investment in
production capability during FY22, Haydale now has the capacity to
manufacture functionalised graphene with its HT1400 reactor which
is believed to be sufficient to achieve a break-even position at an
Adjusted EBITDA level without significant further capital
investment. Capacity is subject to continuing optimisation of the
reactor, which has been an iterative process during the last year
and remains so.
However, as previously reported routes to market have been
slower than expected with a number of projects which were expected
to start during FY23 slipping into the new financial year. The
ongoing losses pending the anticipated growth in revenues towards
breakeven together with the full year cost impact of investment in
the production capacity and resources necessary to be able to meet
customer requirements previously outlined, have continued to
deplete cash reserves which stood at GBP1.38 million at 30 June
2023. Whilst monthly net cash burn is expected to reduce as sales
improve, management is taking action to reduce this further with
selective cost savings, whilst prioritising the needs of the core
business and Group activities in the five key markets referred to
above. Accordingly the Company is now seeking to raise further
capital to fund the Group's ongoing requirements through FY24 which
will see continued investment in working capital and the commercial
delivery of the business partnerships to which the Company is
committed. The Directors anticipate further revenue growth moving
towards breakeven in H2 FY25, and that the Group will become
Adjusted EBITDA positive in Q2 FY26.
It is anticipated that the net proceeds of the Fundraising will
be insuf cient to fund the cash requirements of the Group through
to a position where it is able to fund itself from its own cash ow
and the Board continues to pursue the possibility of securing
additional debt facilities to provide additional liquidity. In the
event that such debt facilities were not available or are
unavailable in sufficient quantum it is very likely that the Group
would need to raise additional equity funding in the future and,
whilst the Directors believe that future equity funding would be
available, there can be no guarantee that suf cient funds could be
raised at a later date. Any additional equity nancing may be
dilutive to Shareholders.
The Directors have concluded that proceeding with the Placing
and Subscriptions, alongside the Retail Offer, is the most suitable
option available to the Company for raising additional funds
through the issue of Ordinary Shares and that issuing the Placing
Shares and Subscription Shares at the level of discount represented
by the Issue Price is fair and reasonable so far as all existing
Shareholders are concerned. The Issue Price has been set by the
Directors following their assessment of market conditions and
following discussions with a number of institutional investors.
Trading Update and Outlook
FY23 has been characterised by a run of continued progress with
key commercial partners. The series of announcements made over the
past six months has demonstrated that the Company is seeing real
traction with major industry players in its target sectors,
including processing raw nano-materials through functionalisation
for third parties, progression of business partnerships to take
Haydale's products to market in areas such as heating where the
Company is working with Cadent Gas Ltd ("Cadent"), and the
continuing development of other advanced functional inks that
promise both cost effective and more environmentally friendly
solutions. This commercial momentum has continued into the new
financial year, as illustrated by the announcement of a
collaboration agreement with Petronas on 22 August 2023, and is
expected to continue during FY24, FY25, and through Q2 FY26 when
the Directors expect the Group to become Adjusted EBITDA
positive.
Whilst financial progress during FY23 was slower than expected,
as previously reported, with the investment in functionalisation
capacity and people over the last two years the Board remains con
dent that it has the foundations in place to take advantage of the
commercial traction that is now starting to manifest in a range of
addressable markets with the potential to offer significant global
opportunities.
FY23 closed out in line with revised expectations at the revenue
level with revenue of approximately GBP4.30* million which
represents a 48.3% increase on prior year revenues, gross pro t of
approximately GBP2.39* million and a loss before interest, tax,
depreciation and amortisation ("LBITDA") at GBP3.44* million.
Capital Expenditure in FY23 was GBP0.20* million and year end cash
stood at GBP1.38 million.
FY24 is expected to see revenues continue to build with further
progress in our US Silicon Carbide sales, which rebounded strongly
in FY23, and good growth in UK revenues as recent commercial wins
begin to bear fruit. LBITDA for FY24 is expected to narrow compared
to the prior year, reflecting building revenues offset by the
annualised impact of in ationary cost pressures within the Group's
operating units.
* Source: Haydale management information - subject to audit
The Placing
The Company is proposing to raise approximately GBP4.56 million
(before expenses) pursuant to the Placing at the Issue Price. The
Issue Price represents a discount of approximately 35.5 per cent.
from the closing mid-market price of the Ordinary Shares on 14
September 2023. It is anticipated the Placing Shares will represent
approximately 45.92 per cent. of the Enlarged Share Capital
following Admission (assuming full take up of the Retail Offer and
the Subscriptions).
The Placing will be conducted by the Company in accordance with
the terms and conditions set out in the Appendix to this
Announcement. The Placing is being conducted by way of an ABB which
will commence immediately following this Announcement and is
expected to close this evening, but may be closed at such earlier
or later time as Cavendish may, after consultation with the
Company, in its absolute discretion, determine. The ABB will
determine final demand for and participation in the Placing.
Allocations of Placing Shares will be determined by Cavendish in
consultation with the Company and will be confirmed orally or by
email by Cavendish following the close of the ABB. A further
announcement will be made following the completion of the ABB (the
"Result of ABB Announcement").
The Placing is conditional, amongst other things, on the passing
of the Resolutions at the General Meeting, which is proposed to be
held on or around 3 October 2023. It is expected that a circular
incorporating notice of the General Meeting (the "Circular") will
be posted to Shareholders on or around 16 September 2023 and will
be made available to shareholders on the Company's website,
https://haydale.com , in line with AIM Rule 26.
The New Ordinary Shares will be free of all liens, charges and
encumbrances and will, when issued and fully paid, be identical to
and rank pari passu in all respects with the Existing Ordinary
Shares (the nominal value of which will be reduced from 2 pence to
0.1 pence following the Capital Reorganisation without any change
in the number of Ordinary Shares in issue at that time), including
the right to receive all future distributions, declared, paid or
made in respect of the Ordinary Shares following the date of
Admission.
The Placing Agreement
The Company has entered into the Placing Agreement pursuant to
which Cavendish has agreed, in accordance with its terms, to use
reasonable endeavours to procure placees ("Placees") for the
Placing Shares and to co-ordinate the offering of the Retail
Shares, in each case at the Issue Price. Neither the Placing nor
the Retail Offer is underwritten.
In accordance with the terms of the Placing Agreement, the
Placing is conditional upon, amongst other things, Cavendish having
received legally binding commitments from Placees to subscribe for
the Placing Shares. The EIS/VCT Placing is conditional, amongst
other things, on the passing of the Resolutions, the Placing
Agreement not having been terminated and EIS/VCT Admission
occurring on or before 8.00 a.m. on 4 October 2023 (or such later
date as nnCap and the Company may agree being not later than 8.00
a.m. on 31 October 2023). The General Placing is conditional,
amongst other things, on the passing of the Resolutions, the
Placing Agreement not having been terminated, EIS/VCT Admission
having occurred and General Admission occurring on or before 8.00
a.m. on 5 October 2023 (or such later date as nnCap and the Company
may agree being not later than 8.00 a.m. on 31 October 2023).
The Placing Agreement contains certain warranties given by the
Company in favour of Cavendish concerning, amongst other things,
the accuracy of information given in this Announcement and the
Circular and other matters relating to the Group and its
business.
The Placing Agreement is terminable by Cavendish in certain
circumstances up until the time of Admission, including, inter
alia, in the event of a material breach of a warranty contained in
the Placing Agreement the happening of a force majeure event or the
occurrence of a material adverse change occurs to the business of
the Company or the Group. The Company has also agreed to indemnify
Cavendish against all losses, costs, charges and expenses which
Cavendish may suffer or incur, which are occasioned by or
attributable to the carrying out of its duties under the Placing
Agreement.
The Placing is not conditional on the Retail Offer proceeding or
on any minimum take-up under the Retail Offer.
The Appendix (which forms a part of this Announcement) contains
the detailed terms and conditions of the Placing.
The Subscriptions
Each of the following Directors, namely David Banks, Keith
Broadbent, Patrick Carter and Theresa Wallis, intend to enter into
Subscription Agreements to participate in the Fundraising at the
Issue Price for a total of GBP40,000. In addition, Anthony Best and
Nicholas Money-Kyrle intend to participate in the Fundraising via
the Subscriptions and subscribe for approximately GBP0.40 million
in aggregate.
The Retail Offer
In addition, the Company intends to use the Bookbuild Platform
to conduct a Retail Offer on behalf of the Company. The terms and
conditions of the Retail Offer will to be set out in a separate
announcement which will contain details of how existing
shareholders can participate in the Retail Offer via Bookbuild.
Proposed Capital Reorganisation of Ordinary Shares
The Company is not permitted by law to issue Ordinary Shares at
an issue price which is below their nominal value, currently 2
pence per Existing Ordinary Share. In order to enable the Company
to issue shares at an issue price which exceeds their nominal
value, the Company is proposing to complete a Capital
Reorganisation of the Existing Ordinary Share capital of the
Company. Each of the Existing Ordinary Shares will be subdivided
into one new Ordinary Share of 0.1 pence each and one Deferred
Share of 1.9 pence each.
The Capital Reorganisation will not of itself affect the value
of the shares held by Shareholders. After the Capital
Reorganisation there will be the same number of Ordinary Shares in
issue as there are Existing Ordinary Shares in issue (prior to
completion of the Fundraising) and therefore current shareholdings
will not be diluted by the Capital Reorganisation alone, unless the
Fundraising (or any other further equity fundraising) is completed
by the Company.
The Existing Adjusted Ordinary Shares will have the same rights
as those currently accruing to the Existing Ordinary Shares in
issue, including those relating to voting and entitlement to
dividends.
The Deferred Shares will have no significant rights attached to
them and carry no right to vote or participate in distribution of
surplus assets and will not be admitted to trading on the AIM
market of the London Stock Exchange plc. Therefore, the Deferred
Shares will effectively carry no value.
Assuming Shareholder approval of the Resolutions at the General
Meeting, application will be made for the Existing Adjusted
Ordinary Shares to be admitted to trading on AIM in place of the
Existing Ordinary Shares and it is expected that Admission will
become effective and that dealings in the Existing Adjusted
Ordinary Shares will commence on 4 October 2023. No application for
admission to trading on AIM will be made in respect of the Deferred
Shares.
Assuming Shareholder approval of the Resolutions at the General
Meeting, Shareholders who hold Existing Ordinary Shares in
uncertificated form will have such shares disabled in their CREST
accounts on the Capital Reorganisation Record Date and their CREST
accounts will be credited with the Existing Adjusted Ordinary
Shares following EIS/VCT Admission, which is expected to take place
on 4 October 2023. The ISIN and SEDOL number of the Existing
Adjusted Ordinary Shares will be the same as the Existing Ordinary
Shares and any share certificates for the Existing Ordinary Shares
will remain valid for the Existing Adjusted Ordinary Shares. No
share certificates will be issued in respect of the Deferred Shares
following the Capital Reorganisation.
Holders of options over Existing Ordinary Shares will maintain
the same rights as currently accruing to them and will not be
issued with new option certificates.
Resolution 2 in the Notice of General Meeting contained in the
Circular to be posted to shareholders is proposed to amend the
existing articles of association of the Company to set out the
rights pertaining to the Deferred Shares relative to the Existing
Adjusted Ordinary Shares. Resolution 2 is conditional upon the
passing of Resolution 1. A copy of the amended articles of
association will be available for inspection throughout the General
Meeting.
Expected Timetable
2023
Announcement of the Placing (Launch) 15 September
Announcement of the Retail Offer 15 September
Launch of Retail Offer via Bookbuild platform 15 September
Close of Retail Offer via Bookbuild platform 12.00 noon, 22 September
Announcement of the results of the Placing and Subscriptions 15 September
Announcement of the results of the Retail Offer 22 September
Publication and posting of the Circular and Form of Proxy 16 September
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for 11.00 a.m. on 29 September
use
at the General Meeting
General Meeting 11.00 a.m. on 3 October
Announcement of results of the General Meeting 3 October
Capital Reorganisation Record Date 6.00 p.m. on 3 October
EIS/VCT Admission and commencement of dealings in the Existing Adjusted Ordinary Shares 8.00 a.m. on 4 October
and
EIS/VCT Placing Shares
CREST accounts to be credited for the EIS/VCT Placing Shares to be held in uncertificated 4 October
form
General Admission and commencement of dealings in the General Placing Shares, Subscription 8.00 a.m. on 5 October
Shares and Retail Shares
CREST accounts credited in respect of the General Placing Shares, Subscription Shares and 5 October
Retail Shares
Dispatch of definitive share certificates for applicable New Ordinary Shares to be held in week commencing 9 October
certificated form
Admission, settlement and CREST
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Adjusted
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Applications will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM. It is
expected that EIS/VCT Admission will take place on or before 8.00
a.m. on 4 October 2023 and that dealings in the Existing Adjusted
Ordinary Shares and the EIS/VCT Placing Shares on AIM will commence
at the same time. It is expected that General Admission will take
place on or before 8.00 a.m. on 5 October 2023 and that dealings in
the General Placing Shares, the Subscription Shares and the Retail
Offer Shares on AIM will commence at the same time.
In accordance with the provisions of the Disclosure and
Transparency Rules of the FCA, the Company con rms that,
immediately following General Admission, its issued share capital
will comprise 1,985,853,051 Ordinary Shares of 0.1 pence each
(assuming full take up of the Placing, Subscriptions and Retail
Offer). All Ordinary Shares shall have equal voting rights and,
following the Fundraising, none of the Ordinary Shares will be held
in treasury. The total number of voting rights in the Company
immediately following Admission will therefore be 1,985,853,051
(assuming full take up of the Placing, Subscriptions and Retail
Offer).
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Cavendish or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This Announcement is released by Haydale Graphene Industries Plc
and contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596 / 2014 which forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").
It is disclosed in accordance with the Group's obligations under
Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 which forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018, this Announcement is
being made on behalf of the Group by Cavendish. This Announcement
does not constitute, or form part of, a prospectus relating to the
Company, nor does it constitute or contain any invitation or offer
to any person, or any public offer, to subscribe for, purchase or
otherwise acquire any shares in the Company or advise persons to do
so in any jurisdiction, nor shall it, or any part of it form the
basis of or be relied on in connection with any contract or as an
inducement to enter into any contract or commitment with the
Company. In particular, the New Ordinary Shares have not been, and
will not be, registered under the United States Securities Act of
1933 as amended or qualified for sale under the laws of any state
of the United States or under the applicable laws of any of Canada,
Australia, Japan, New Zealand, the Republic of Ireland or the
Republic of South Africa, and, subject to certain exceptions, may
not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in
Regulation S under the Securities Act) or to any national, resident
or citizen of Canada, Australia, Japan, New Zealand, the Republic
of Ireland or the Republic of South Africa.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into a Restricted Jurisdiction. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this Announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Cavendish, which is authorised and regulated by the FCA in the
United Kingdom, is acting as nominated adviser, lead broker and
bookrunner to the Company in connection with the Placing. Cavendish
will not be responsible to any person other than the Company for
providing the protections afforded to clients of Cavendish or for
providing advice to any other person in connection with the Placing
or any acquisition of shares in the Company. Cavendish is not
making any representation or warranty, express or implied, as to
the contents of this Announcement. Cavendish has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Cavendish for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"ABB" or "ABB process" the accelerated bookbuilding process through which the Placing is
to be conducted by Cavendish
as described in this Announcement
"Act" the Companies Act 2006, as amended
"Admission" EIS/VCT Admission and / or General Admission (as the case may be).
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies governing the admission to and
operation of AIM published by the
London Stock Exchange as amended from time to time
"Adjusted EBITDA" profit before tax, interest, depreciation, amortisation, foreign
exchange movements and share
based payment charges
"Announcement" this announcement, including the Appendix
"Articles" the articles of association of the Company as amended pursuant to
the passing of the Resolutions
"Bookbuild" or "Bookbuild Platform" the online platform through which the Retail Offer is being
conducted.
"Capital Reorganisation" means the proposed subdivision of the Company's 785,853,051
Existing Ordinary Shares of 2
pence into 785,853,051 ordinary shares of 0.1 pence and
785,853,051 Deferred Shares of 1.9
pence in accordance with Resolution 1, contained in the Notice of
General Meeting set out
within the Circular
"Capital Reorganisation Record Date" the record date for the Capital Reorganisation being 6.00 p.m. on
3 October 2023
"Circular" the circular to be posted to Shareholders in connection with the
Fundraising (and containing
the notice of the General Meeting)
"Company" or "Haydale" Haydale Graphene Industries Plc, a company incorporated in England
and Wales (company number
07228939) whose registered office is at Clos Fferws, Parc Hendre,
Capel Hendre, Ammanford,
Carmarthenshire, SA18 3BL
"CREST" the relevant system (as defined in the CREST Regulations 2001) for
the paperless settlement
of trades and the holding of uncertificated securities, operated
by Euroclear.
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875),
as amended
"Deferred Shares" deferred shares of 1.9 pence each in the capital of the Company to
be created pursuant to
the Capital Reorganisation
"Directors" or "Board" the directors of the Company or any duly authorised committee
thereof
"EIS/VCT Admission" admission of the EIS/VCT Placing Shares to trading on AIM becoming
effective in accordance
with the AIM Rules
"EIS/VCT Placing" the placing of the EIS/VCT Placing Shares
"EIS/VCT Placing Shares" up to 583,875,332 New Ordinary Shares to be issued pursuant to the
EIS/VCT Placing (the final
number will be confirmed in the Result of ABB announcement)
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Enlarged Share Capital" together, the Existing Ordinary Shares and the New Ordinary Shares
(expected to be 1,985,853,051
Ordinary Shares in aggregate, assuming full take up of the
Fundraising, including the Retail
Offer)
"Enterprise Investment Scheme" or "EIS" the Enterprise Investment Scheme whose rules are contained in Part
5 of the Income Tax Act
2007 (income tax) and sections 150A to 150C of, and Schedule 5B
to, the Taxation and Chargeable
Gains Act 1992 (capital gains tax)
"EU Prospectus Regulation" Regulation (EU) 2017/1129 on the prospectus to be published when
securities are offered to
the pubic or admitted to trading on a regulated market in the EU
"Existing Ordinary Shares" the 785,853,051 ordinary shares of 2 pence each in issue as at the
date of this document and
prior to the Capital Reorganisation, all of which are admitted to
trading on AIM
"Existing Adjusted Ordinary Shares" means the Existing Ordinary Shares following the adjustment of
their nominal value from 2
pence per share to 0.1 pence each pursuant to the Capital
Reorganisation
"FCA" the Financial Conduct Authority of the UK
"Cavendish" Cavendish Capital Markets Limited, the Company's nominated adviser
and broker
"Form of Proxy" the form of proxy for use in connection with the General Meeting
which accompanies the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" or "Fundraise" together, the Placing, the Subscriptions and the Retail Offer
"General Admission" admission of the New Ordinary Shares, other than the EIS/VCT
Placing Shares, to trading on
AIM becoming effective in accordance with the AIM Rules
"General Meeting" the general meeting of the Company to be held at 11:00 a.m. on 3
October 2023 or any adjournment
thereof, notice of which will be set out at the end of the
Circular
"General Placing Shares" up to 328,124,668 New Ordinary Shares to be issued pursuant to the
Placing (the final number
will be confirmed in the Result of ABB announcement)
"Group" together, the Company and its subsidiary undertakings
"Intermediaries" any intermediary financial institution that is appointed by the
Company in connection with
the Retail Offer after the date of the Placing Agreement pursuant
to an Intermediaries Agreement
and "Intermediary" shall mean any one of them
"ISIN" International Securities Identification Number
"Issue Price" 0.5 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"MAR" EU Regulation 596/2014, which forms part of UK law by virtue of
the European Union (Withdrawal)
Act 2018
"Money Laundering Regulations" The Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer)
Regulations 2017, the Criminal Justice Act 2003 and the Proceeds
of Crime Act 2002
"New Shares" or "New Ordinary Shares" together, the Placing Shares the Subscription Shares and the
Retail Offer Shares
"Notice of General Meeting" the notice convening the General Meeting which will form part of
the Circular
"Ordinary Shares" prior to the Capital Reorganisation, ordinary shares of 2 pence
each in the capital of the
Company and, following the Capital Reorganisation, ordinary shares
of 0.1 pence each in the
capital of the Company, having the rights and being subject to the
restrictions contained
in the Articles
"Overseas Shareholders" Shareholders with registered addresses, or who are citizens or
residents of, or incorporated
in, countries outside of the United Kingdom
"Placees" persons who agree to subscribe for Placing Shares under the
Placing
"Placing" the conditional placing by Cavendish, as agent of and on behalf of
the Company, of the Placing
Shares at the Issue Price on the terms and subject to the
conditions in the Placing Agreement
"Placing Agreement" the conditional agreement dated 15 September 2023 between the
Company and Cavendish, relating
to the Placing and the Retail Offer
"Placing Shares " the EIS/VCT Placing Shares and the General Placing Shares
"Prospectus Regulation Rules" the prospectus regulation rules made by the FCA pursuant to
section 73A of FSMA
"Registrars" Share Registrars Limited, 3 The Millennium Centre, Crosby Way,
Farnham, Surrey GU9 7XX
"Regulatory Information Service" a service approved by the London Stock Exchange for the
distribution to the public of AIM
announcements and included within the list on the website of the
London Stock Exchange
"Resolutions" the resolutions to be proposed at the General Meeting the text of
which will be contained
in the Notice of General Meeting which forms part of the Circular
"Restricted Jurisdictions" the United States, Canada, Australia, Japan, New Zealand, the
Republic of Ireland or the Republic
of South Africa or any other jurisdiction where the extension or
availability of the Placing
would breach any applicable law
"Result of ABB announcement" the announcement to be made once the ABB has closed confirming the
result of the Placing
"Retail Investors" those existing shareholders of the Company to whom the Retail
Offer will be made available
via one of more intermediaries
"Retail Offer" the conditional offer of up to 200,000,000 New Ordinary Shares at
the Issue Price through
Intermediaries via the Bookbuild platform
"Retail Shares" the up to 200,000,000 New Ordinary Shares to be issued pursuant to
the Retail Offer subject
to, inter alia, the passing of the Resolutions
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" registered holders from time to time of Ordinary Shares
"Subscribers" each of David Banks, Keith Broadbent, Patrick Carter, Theresa
Wallis, Anthony Best and Nick
Money-Kyrle, being persons who have indicated an intention to
subscribe for the Subscription
Shares pursuant to the Subscription Agreements
"Subscriptions" the proposed conditional subscriptions by the Subscribers for the
Subscription Shares at the
Issue Price proposed to be made on the terms and subject to the
conditions set out in the
Subscription Agreements
"Subscription Agreements" the conditional agreements proposed to be entered into between the
Company and each of the
Subscribers, relating to the Subscriptions
"Subscription Shares" the 88,000,000 New Ordinary Shares which are proposed to be issued
pursuant to the Subscriptions
"UK Prospectus Regulation" Regulation (EU) 2017/1129 on the prospectus to be published when
securities are offered to
the pubic or admitted to trading on a regulated market, as it
forms part of the domestic law
of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018
"uncertificated" or " in uncertificated form" a share or other security recorded on the relevant register of the
share or security concerned
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 Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"VCT" or "Venture Capital Trust" a company which is, or which is seeking to become, approved as a
venture capital trust under
the provisions of Part 6 of the ITA
"GBP" or "Pounds" UK pounds sterling, being the lawful currency of the United
Kingdom
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS
REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER AND (3) ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS
AMED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN,
AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") ;
OR (4) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States. The Placing (as defined below) is being
made solely outside the United States to persons in offshore
transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S. Persons
receiving this announcement (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or use the United States mails,
directly or indirectly, in connection with the Placing.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any Restricted Jurisdiction. This announcement and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Cavendish or any Cavendish
Affiliates or Haydale Affiliates (as defined below) that would
permit an offer of the Placing Shares or possession or distribution
of this Announcement or any other publicity material relating to
such Placing Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any such
restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation and the EU Prospectus
Regulation from the requirement to produce a prospectus. The
Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Canada, Australia, Japan, New Zealand, the Republic of Ireland or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Australia, Japan, New Zealand, the
Republic of Ireland or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Any indication in this Announcement of the price at which the
Existing Ordinary Shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Cavendish, which is authorised and regulated in the United
Kingdom by the FCA, is acting for Haydale and for no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this document) as a client in
relation to the Placing or Admission and will not be responsible to
anyone other than Haydale for providing the protections afforded to
clients of Cavendish or for affording advice in relation to the
Placing or Admission, or any other matters referred to herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral and/or written legally binding offer to
subscribe for Placing Shares is deemed to have read and understood
this Announcement in its entirety (including this Appendix) and to
be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Cavendish. Pursuant to the Placing Agreement, Cavendish has,
subject to the passing of the Resolutions and to the other terms
and conditions set out therein, agreed to use reasonable
endeavours, as agent of the Company, to procure subscribers for the
Placing Shares pursuant to the ABB Process described in this
Announcement and as set out in the Placing Agreement.
None of the Placing, the Subscriptions or the Retail Offer are
being underwritten.
The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid and rank pari passu in all
respects with each other and with the Existing Adjusted Ordinary
Shares then in issue, including the right to receive all dividends
and other distributions declared, made or paid in respect of the
Ordinary Shares after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to AIM. Subject to the satisfaction
or waiver of the conditions of the Placing Agreement
("Conditions"), it is expected that (i) EIS/VCT Admission will take
place on or before 8.00 a.m. on 4 October 2023 and that dealings in
the Existing Adjusted Ordinary Shares and the EIS/VCT Placing
Shares on AIM will commence at the same time and (ii) General
Admission will take place on or before 8.00 a.m. on 5 October 2023
and that dealings in the General Placing Shares, the Subscription
Shares and the Retail Offer Shares on AIM will commence at the same
time.
ABB Process
Commencing today, Cavendish will be conducting the ABB Process
to determine demand for participation in the Placing by Placees.
This Announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. However, Cavendish
will be entitled to effect the Placing by such alternative method
to the ABB Process as it may, after consultation with the Company,
determine. No commissions will be paid by or to Placees in respect
of any participation in the Placing or subscription for Placing
Shares.
Participation in, and principal terms of, the ABB Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Cavendish. Cavendish and Cavendish Affiliates are
entitled to participate as Placees in the ABB Process.
The ABB Process will establish the number of Placing Shares to
be issued pursuant to the Placing.
The book will open with immediate effect. The ABB Process is
expected to close not later than this evening, but may be closed at
such earlier or later time as Cavendish may, in its absolute
discretion (after consultation with the Company), determine. The
Result of ABB Announcement will be released following the close of
the ABB Process.
A bid in the ABB Process will be made on the terms and
conditions set out in this Announcement and, subject thereto, will
be legally binding on the Placee on behalf of which it is made and,
except with Cavendish's consent, will not be capable of variation
or revocation after the time at which it is submitted.
A Placee who wishes to participate in the ABB Process should
communicate its bid by telephone to its usual sales contact at
Cavendish. Each bid should either state the number of Placing
Shares which the prospective Placee wishes to subscribe for or a
fixed monetary amount at, in either case, the Issue Price. If
successful, Cavendish will re-contact and confirm orally to Placees
following the close of the ABB Process the size of their respective
allocations and a trade confirmation will be despatched as soon as
possible thereafter. Cavendish's oral confirmation of the size of
allocations and each Placee's oral commitments to accept the same
will constitute an irrevocable legally binding agreement in favour
of the Company and Cavendish pursuant to which each such Placee
will be required to accept the number of Placing Shares allocated
to it at the Issue Price on the terms and subject to the conditions
set out herein and in accordance with the Articles. Each Placee
will be deemed to have read and understood the Announcement in its
entirety. Each Placee's allocation and commitment will be evidenced
by a trade confirmation issued to such Placee by Cavendish. The
terms of this Appendix will be deemed incorporated in that trade
confirmation.
Cavendish reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Cavendish also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Cavendish.
Each Placee's obligations will be owed to the Company and to
Cavendish. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Cavendish, as agent of
the Company, to pay to Cavendish (or as Cavendish may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares allocated to such Placee.
All obligations under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement". 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.
To the fullest extent permissible by law, none of Cavendish, any
holding company of Cavendish, any subsidiary of Cavendish, 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 "Cavendish
Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Cavendish,
any Cavendish Affiliate nor any person acting on their behalf shall
have any liability (including, to the extent legally permissible,
any fiduciary duties), in respect of its conduct of the ABB Process
or of such alternative method of effecting the Placing as Cavendish
may determine.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), which form part of UK law by
virtue of the European Union (Withdrawal) Act 2018 and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect
thereto, the securities referred to in this Announcement will be
subject to a product approval process, which is expected to
determine that the securities are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors and
recipients of this Announcement should note that: the price of the
securities may decline and investors could lose all or part of
their investment; the securities offer no guaranteed income and no
capital protection; and an investment in the securities is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Fundraising. Furthermore it is
noted that, notwithstanding the Target Market Assessment, Cavendish
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the securities.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the securities and for determining
appropriate distribution channels.
Persons who are invited to and who choose to participate in the
Placing, by making an oral and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this
Announcement in its entirety and to be making such offer to acquire
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Cavendish.
All obligations of Cavendish under the Placing will be subject
to fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cavendish under the Placing Agreement in
respect of the EIS/VCT Placing are conditional, amongst other
things, on:
1. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at all times during the
period up to and including Admission;
2. the Resolutions being validly passed at the General Meeting
without amendment and remaining in full force and effect and the
Capital Reorganisation becoming effective;
3. the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to EIS/VCT Admission;
4. the obligations of Cavendish not having been terminated (as
described below under "Right to terminate under the Placing
Agreement");
5. the Company allotting, subject only to EIS/VCT Admission, the
EIS/VCT Placing Shares in accordance with the Placing Agreement;
and
6. EIS/VCT Admission occurring not later than 8.00 a.m. on or
around 4 October 2023 or such later time and/or date as Cavendish
may agree in writing with the Company (but in any event not later
than 8.00 a.m. on 31 October 2023).
The obligations of Cavendish under the Placing Agreement in
respect of the General Placing are conditional, amongst other
things, on:
1. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at all times during the
period up to and including Admission;
2. the Resolutions being validly passed at the General Meeting
without amendment and remaining in full force and effect and the
Capital Reorganisation becoming effective;
3. the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to EIS/VCT Admission;
4. the obligations of Cavendish not having been terminated (as
described below under "Right to terminate under the Placing
Agreement");
5. the Company allotting, subject only to General Admission, the
General Placing Shares in accordance with the Placing Agreement;
and
6. EIS/VCT Admission occurring not later than 8.00 a.m. on or
around 4 October 2023 or such later time and/or date as Cavendish
may agree in writing with the Company (but in any event not later
than 8.00 a.m. on 31 October 2023); and
7. General Admission occurring not later than 8.00 a.m. on or
around 5 October 2023 or such later time and/or date as Cavendish
may agree in writing with the Company (but in any event not later
than 8.00 a.m. on 31 October 2023
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by
Cavendish), 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 Cavendish, the Company, any Cavendish Affiliate,
nor any holding company of the Company, any subsidiary of the
Company, 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 a "Haydale
Affiliate") 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.
By participating in the Placing, each Placee agrees that
Cavendish's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Cavendish may, at any time before Admission and in its absolute
discretion, terminate the Placing Agreement with immediate effect
if, amongst other things:
1. any statement contained in any investor presentation,
circular or any announcement relating to the Placing is untrue,
incorrect or misleading in any respect which Cavendish consider
material in the context of the Placing or Admission;
2. any of the warranties, was, when given, or becomes, untrue,
inaccurate or misleading in a respect which Cavendish considers to
be material in the context of the Placing;
3. the Company has failed to comply materially with any of its
obligations under the Placing Agreement, the Companies Act, FSMA or
the AIM Rules;
4. any of the Conditions of the Placing have become incapable of fulfilment;
5. there has occurred (in the sole judgement of Cavendish) any
material adverse change affecting the financial or trading position
or prospects of the Company and its subsidiaries; or
6. there has occurred any change in national or international
financial, economic, political, military or market conditions,
including fluctuations in exchange rates, acts of terrorism, the
outbreak of hostilities, any epidemic, pandemic or other health
emergency, or the suspension of trading in securities generally on
the London Stock Exchange or the New York Stock Exchange, the
declaration of a banking moratorium in London or by the US Federal
or New York State authorities or material disruption to any
commercial banking or securities settlement services in the US or
the UK which, in any such case is likely to have a materially
prejudicial effect on the Placing.
By participating in the Placing, each Placee agrees with
Cavendish that the exercise by Cavendish of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Cavendish and that Cavendish
need not make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, neither the Company,
Cavendish, any Cavendish Affiliate nor any Haydale Affiliate shall
have any liability whatsoever to the Placees in connection with any
such exercise or failure to so exercise.
Post Placing Covenants
The Company will not during the period commencing on the date of
General Admission and expiring two months from Admission, without
the prior consent of Cavendish (not to be unreasonably withheld or
delayed), amongst other things:
1. issue, allot, offer, pledge, sell, contract to sell, grant
any option over or engage in certain other activities relating to
its securities, other than the grant of options under, or the
allotment and issue of shares pursuant to, options or share awards
under, any existing employee share schemes of the Company in
accordance with its normal practice; or
2. enter into any agreement, commitment or arrangement which is
or may be material in the context of the business or affairs of the
Group or the Placing.
Additionally, the Company shall use all reasonable endeavours to
ensure that it does not do anything which will prejudice the
eligibility of the EIS/VCT Placing Shares for relief under the
Enterprise Investment Scheme.
No Prospectus
No offering document, admission document or prospectus has been
or will be prepared in relation to the Placing and no such
prospectus is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement (including this Appendix). In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.
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 Cavendish and the
Company that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of
Cavendish (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
trade confirmation referred to below), any Cavendish Affiliate, any
persons acting on its or their behalf or the Company or any Haydale
Affiliate and none of Cavendish, any Cavendish Affiliate, any
persons acting on their behalf, the Company, any Haydale Affiliate
nor any persons acting on their behalf 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 Cavendish
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 whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax adviser
and business adviser for legal, tax and business advice regarding
an investment in the Placing Shares.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the DVP
mechanism, subject to certain exceptions. Cavendish reserves the
right to require settlement for and delivery of the Placing Shares
to Placees by such other means as Cavendish may deem necessary,
including, without limitation, 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.
The expected timetable for settlement will be as follows:
EIS/VCT Placing Shares Trade Date 2 October 2023
EIS/VCT Placing Shares Settlement Date 4 October 2023
General Placing Shares, Retail Shares and Subscription Shares Trade Date 3 October 2023
General Placing Shares, Retail Shares and Subscription Shares Settlement Date 5 October 2023
ISIN Code GB00BKWQ1135
SEDOL BKWQ113
CREST ID for Cavendish 601
Following the close of the ABB Process, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation
stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Placee to Cavendish and
settlement instructions. Placees should settle against the
Cavendish CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. 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
which it has in place with Cavendish.
It is expected that settlement will take place on the Settlement
Date shown above on a DVP basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by
Cavendish.
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.
Each Placee is deemed to agree that if it does not comply with
these obligations, Cavendish may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain
from the proceeds, for Cavendish's 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.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation 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 any levy, 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, neither Cavendish nor 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.
Representations, warranties and terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
Announcement (including this Appendix);
2. acknowledges that no prospectus, admission document or
offering document has been or will be prepared in connection with
the Placing and it has not received and will not receive a
prospectus, admission or other offering document in connection with
the ABB Process, the Placing or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Cavendish, Cavendish Affiliates and Haydale
Affiliates and any person acting on their behalf from any and all
costs, losses, 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 Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
4. acknowledges that the Placing Shares will be admitted to AIM
and the Company is therefore required to publish and has published
certain business and financial information in accordance with the
AIM Rules and UK version of the Market Abuse Regulation (EU
596/2014) which forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 ("MAR") and other applicable laws and
regulations (the "Exchange Information"), which includes certain
business and financial and the Company's announcements and
circulars published in the past 12 months, and that the Placee is
able to obtain or access this Exchange Information without undue
difficulty and is aware of the contents of the Exchange
Information;
5. acknowledges that none of Cavendish, any Cavendish Affiliate
or any person acting on their behalf has provided, and will not
provide, it with any material or information regarding the Placing
Shares or the Company; nor has it requested any of Cavendish, nor
any Cavendish Affiliate nor any person acting on their behalf to
provide it with any such material or information;
6. acknowledges that (i) none of Cavendish or any Cavendish
Affiliate or any person acting on behalf of any of them is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of Cavendish and that Cavendish does
not have any duties or responsibilities to it (or any person acting
on behalf of a Placee) for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings,
agreements or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right, and (ii) neither it
nor, as the case may be, its clients expect Cavendish to have any
duties or responsibilities to it similar or comparable to the
duties of "best execution" and "suitability" imposed by the Conduct
of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that Cavendish is not acting for it or its clients,
and that Cavendish will not be responsible to any person other than
the Company for providing protections afforded to its clients;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of
Cavendish, nor any Cavendish Affiliate nor any person acting on its
or their behalf will be responsible for or shall have any liability
for any information, representation or statement relating to the
Company contained in this Announcement or any information
previously published by or on behalf of the Company including
(without limitation) any Exchange Information, and none of
Cavendish, nor any Cavendish Affiliate nor any person acting on
their behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing to subscribe for the Placing Shares
is contained in this Announcement, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares, and that it has relied on its own investigation
with respect to the Placing Shares and the Company in connection
with its decision to subscribe for the Placing Shares and
acknowledges that it is not relying on any other information
whatsoever and in particular it is not relying on any investigation
that Cavendish, any Cavendish Affiliate or any person acting on
their behalf may have conducted with respect to the Placing Shares
or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
8. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing
Shares, including all tax, legal and other economic considerations
and has relied upon its own examination of, and due diligence on,
the Company, and the terms of the Placing, including the merits and
risks involved and it is aware that an investment in the Placing
Shares involves a considerable amount of risk;
9. unless paragraph 10 applies, represents and warrants that it
has neither received nor relied on any inside information for the
purposes of MAR and section 56 of the Criminal Justice Act 1993
(the "CJA") in relation to the Company or its participation in the
Placing and is not purchasing Placing Shares on the basis of inside
information;
10. acknowledges and agrees that, if it has received any inside
information (for the purpose of MAR and section 56 of the CJA) in
relation to the Company and its securities in advance of the
Placing, it has consented to receive inside information for the
purposes of MAR and the CJA and it acknowledges that it was an
insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a)
dealt (or attempted to deal) in the securities of the Company (or
cancelled or amended an order in relation thereto); (b) encouraged,
recommended or induced another person to deal in the securities of
the Company (or to cancel or amend an order in relation thereto);
(c) unlawfully disclosed inside information to any person, in each
case, prior to the information being made publicly available;
11. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management presentation given in relation to the
Placing) other than that contained in this Announcement (including
this Appendix) and any Exchange Information (save that in the case
of Exchange Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as
a matter of law in the absence of this paragraph) and represents
and warrants that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other than the
information contained in this Announcement or in any Exchange
Information;
12. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Cavendish or any Cavendish Affiliate or any person acting on its
or their behalf and understands that (i) none of Cavendish, nor any
Cavendish Affiliate nor any person acting on their behalf has or
shall have any liability for any public information relating to the
Company or otherwise or any representation; (ii) none of Cavendish,
nor any Cavendish Affiliate, nor any person acting on their behalf
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of publication, the date of this Announcement or otherwise;
and that (iii) none of Cavendish, nor any Cavendish Affiliate, nor
any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
13. represents and warrants that (i) it is entitled to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity and
authority to commit to participation in the Placing and to perform
its obligations in relation thereto and will honour such
obligations; (iv) it has paid any issue, transfer or other taxes
due in connection with its subscription for Placing Shares and its
participation in the Placing in any territory; and (v) it has not
taken any action which will or may result in the Company, Cavendish
or any Cavendish Affiliate or Haydale Affiliate or any person
acting on their behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing;
14. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
15. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;
16. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
17. represents and warrants that if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation: (a) any Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than UK Qualified Investors or in circumstances in
which the prior consent of Cavendish has been given to the offer or
resale; or (b) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such
persons;
18. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation: (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
member state of the EEA or to which the EU Prospectus Regulation
otherwise applies other than EU Qualified Investors or in
circumstances in which the prior consent Cavendish 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 EU Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as
having been made to such persons;
19. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the EEA or the United Kingdom except in
circumstances falling within Article 1(4) of the EU Prospectus
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
20. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
21. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
22. represents and warrants that it has complied with (i) its
obligations under the CJA and MAR; and (ii) the laws of all
relevant jurisdictions which apply to it and that it has complied,
and will fully comply, with all such laws (including where
applicable, the Criminal Justice Act 1988, the Terrorism Act 2000,
the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017) and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the Financial Conduct Authority ("FCA") 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 Regulations; and it
is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Terrorism Act 2006, the Counter-Terrorism Act 2008, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017);
23. if in the United Kingdom, represents and warrants that: (a)
it is a person having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the FPO, or (b) it is a person
who falls within Article 49(2) (a) to (d) (High Net Worth
Companies, Unincorporated Associations etc.) of the FPO and (c) it
is a qualified investor as defined in Article 2(e) of the UK
Prospectus Regulation and (d) it is person to whom this
Announcement may otherwise lawfully be communicated;
24. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
25. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement and with any trade confirmation sent by Cavendish
(or on its behalf) to it in respect of its allocation of Placing
Shares and its participation in the Placing on the due time and
date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other
Placees or sold as Cavendish may, in its absolute discretion,
determine and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
26. acknowledges that none of Cavendish, nor any Cavendish
Affiliate nor any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing, and acknowledges that none of Cavendish, nor any Cavendish
Affiliate nor any person acting on its or their behalf has any
duties or responsibilities to it for providing advice in relation
to the Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Cavendish's rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
27. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither
Cavendish nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis
that the Placing Shares will be allotted to the CREST stock account
of Cavendish which will hold them as settlement agent as nominee
for the Placee until settlement in accordance with its standing
settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the
Placee's stock account on a delivery versus payment basis;
28. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
29. irrevocably appoints any director of Cavendish as its agent
for the purposes of executing and delivering to the Company and/or
its registrars 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;
30. represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
issued in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, the Placing Shares may not be offered, sold, taken up,
renounced, delivered or transferred, directly or indirectly, within
any Restricted Jurisdiction;
31. represents and warrants that any person who confirms to
Cavendish on behalf of a Placee an agreement to subscribe for
Placing Shares and/or who authorises Cavendish to notify the
Placee's name to the Company's registrar, has authority to do so on
behalf of the Placee;
32. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Cavendish will be
responsible. If this is the case, the Placee should take its own
advice and notify Cavendish accordingly;
33. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Cavendish, any money held in
an account with Cavendish 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 relevant rules and regulations of the
FCA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated in accordance with
the client money rules and will be used by Cavendish in the course
of its business and the Placee will rank only as a general creditor
of Cavendish;
34. acknowledges and agrees that in order to ensure compliance
with the Criminal Justice Act 1988, the Terrorism Act 2000, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism
Act 2008 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, and, to the
extent applicable, any related or similar rules, regulations of any
body having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA, Cavendish (for itself and as
agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity.
Pending the provision to Cavendish or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Cavendish's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at Cavendish's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity Cavendish (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, Cavendish and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
35. acknowledges and understands that the Company, Cavendish,
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
36. acknowledges that the basis of allocation will be determined
by Cavendish at its absolute discretion and that the right is
reserved to reject in whole or in part and/or scale back any
participation in the Placing;
37. irrevocably authorises the Company and Cavendish to produce
this Announcement pursuant to, in connection with, or as maybe
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
38. acknowledges and agrees that its commitment to subscribe for
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;
39. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
40. acknowledges and agrees that any document that is to be sent
to it in connection with the Placing will be sent at its risk and
may be sent to it at any address provided by it to Cavendish;
41. acknowledges and agrees that it will be bound by the terms
of the Articles; and
42. acknowledges and agrees that the terms and conditions in
this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Cavendish in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Cavendish (for their own benefit and, where relevant, the
benefit of any Cavendish Affiliate or Haydale Affiliate and any
person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Cavendish, any
Cavendish Affiliate, any Haydale Affiliate, or any other person
acting on behalf of any of such persons by a Placee to recover any
damage, cost, loss, charge or expense which it may suffer or incur
by reason of or arising from or in connection with the performance
of its obligations hereunder or otherwise howsoever in connection
with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Cavendish will be
responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that
any of the Company or any Haydale Affiliate or Cavendish or any
Cavendish Affiliate has incurred any such liability to stamp duty
or stamp duty reserve tax.
In addition, Placees should note that they will be 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 them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Cavendish shall notify the Placees and any person acting
on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Cavendish does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cavendish or any Cavendish Affiliate
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The rights and remedies of Cavendish 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 or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
Cavendish and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as Cavendish may reasonably request.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEXELFFXKLEBBD
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