TIDMHMLH
RNS Number : 0185S
HML Holdings PLC
16 December 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW
ORDINARY SHARES OF HML HOLDINGS PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER, ISSUE OR SOLICITATION WOULD BE UNLAWFUL.
HML Holdings plc
("HML" or the "Company")
Proposed Placing to raise GBP2.0 million
HML Holdings Plc (AIM:HMLH), a leading provider of property
management, insurance and ancillary services to residential
property blocks, is pleased to announce it has raised GBP2.035
million, before expenses, through a heavily oversubscribed placing
for cash ("Placing") of 5,500,000 new ordinary shares of 1.5p each
in the capital of the Company (the "Placing Shares") at a price of
37 pence per new Ordinary Share (the "Placing Price") being the
closing mid-market price on 15 December 2016 (being the last
practicable date prior to the date of this announcement).
The Placing is being undertaken utilising existing shareholder
authority to allot Ordinary Shares.
Background to and reasons for the Placing
In recent years investment has been made in the infrastructure
of the Company to support the acquisitive growth strategy of the
business. On 16 November 2016 the Company reported a pleasing set
of results with operational earnings increasing by 13%. Whilst
recent business combinations have been financed through working
capital and the existing debt facility, Management are keen to
secure larger acquisition targets to help accelerate this
growth.
Use of Proceeds from the Placing
The Group has sourced three potential acquisition targets for
which non-binding heads of terms have been signed. These three
acquisitions are in line with the Company's strategy and are
expected to be earnings enhancing post integration. The combined
consideration for the acquisitions is expected to be approximately
GBP4.4 million. It is envisaged that 20% of the consideration will
be deferred. The balance will be satisfied by approximately (i)
GBP1.9 million from the Placing proceeds; (ii) GBP1.1m from debt
facilities; and (iii) GBP0.5m from existing cash resources. While
there can be no certainty that these three acquisitions will
proceed, the proceeds from the Placing will be used to part fund
these acquisitions or suitable alternatives. Further details as to
the Company's acquisitions will be made in due course.
Details of the Placing
The Placing is expected to raise gross proceeds of GBP2.035
million (before expenses). The allotment of the Placing Shares will
use up some of the Company's existing authorities and therefore
does not require shareholder approval. In addition the Placing is
not being underwritten by finnCap or any other person.
Pursuant to the Placing, application has been made for the
5,500,000 Placing Shares to be admitted to trading on AIM
("Admission"). Subject to the Placing Agreement not having been
terminated in accordance with its terms, it is anticipated that
Admission of the Placing Shares will occur at 8.00 a.m. on or
around 21 December 2016. The Placing Shares will be credited as
fully paid and rank pari passu with the existing Ordinary
Shares.
The Placing is conditional, amongst other things, on the
following:
i. the Placing Agreement not being terminated prior to Admission
of the new Ordinary Shares pursuant to the Placing and being
otherwise unconditional in all respects; and
ii. Admission becoming effective on or before 8.00 a.m. on 21
December 2016 (or such later date and/or time as the Company and
finnCap may agree, being no later than 20 January 2017).
The total number of Ordinary Shares in issue following Admission
will be 44,619,346. Accordingly, the figure of 44,619,346 may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the Financial Conduct Authority's ("FCA") Disclosure Guidance and
Transparency Rules.
Robert Plumb, Chief Executive Officer of HML Holdings,
commented:
"We are delighted with the vote of confidence in our future
expressed by investors in this fund raise. We also welcome their
continued participation in our growth plans and we aim to unlock
further shareholder value. With increased critical mass, we have a
strong operational footprint from which to continue to scale HML's
operations."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
http://www.hmlholdings.com
HML Holdings plc Tel: 020 8439 8529
Robert Plumb, Chief Executive Officer
James Howgego, Chief Financial Officer
finnCap Tel: 020 7220 0500
Jonny Franklin-Adams/ Giles Rolls - corporate finance
Mia Gardner - corporate broking
Tavistock Communications Group Tel: 020 7920 3150
James Verstringhe/Jeremy Carey
IMPORTANT INFORMATION
The distribution of the Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted or
prohibited by law or regulation. Persons distributing the
Announcement must satisfy themselves that it is lawful to do so. No
action has been taken by the Company or finnCap that would permit
an offering of such shares or possession or distribution of the
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 the Announcement comes are
required by the Company and finnCap to inform themselves about, and
to observe, such restrictions.
The Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by any
such forward-looking statement. Statements contained in the
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in the
Announcement is subject to change without notice and neither
finnCap nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of the Announcement.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and broker to the
Company in relation to the Placing and Admission and is not acting
for any other persons in relation to the Placing and Admission.
finnCap is acting exclusively for the Company and for no one else
in relation to the matters described in the Announcement and is not
advising any other person and accordingly will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of finnCap, or for providing advice in relation
to the contents of the Announcement or any matter referred to in
it. The responsibilities of finnCap as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of the Announcement, or otherwise.
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 finnCap or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
the Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
APPIX - IMPORTANT INFORMATION FOR PLACEES ONLY
The Announcement, including this Appendix, and the information
contained herein is restricted and is not for release, publication
or distribution, in whole or in part, directly or indirectly, in,
into or from the United States of America ("United States"),
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which such release, publication or distribution
would be unlawful (a "Prohibited Jurisdiction").
Members of the public are not eligible to take part in the
Placing. This Appendix and the terms and conditions set out herein
are for information purposes only and are directed only at persons
selected by finnCap who fall within the description that, if they
were clients of finnCap, could be categorised as a "professional
client" or an "eligible counterparty" within the meaning of Chapter
3 of the FCA's Conduct of Business Sourcebook and therefore fall
within the provisions of point (1) of section (i) of Annex (III) to
the Markets in Financial Instruments Directive and furthermore, who
are: (a) persons in Member States of the European Economic Area
(the "EEA") who are qualified investors as defined in section 86(7)
of the Financial Services and Markets Act 2000, as amended
("FSMA"), ("qualified investors") being persons falling within the
meaning of Article 2(1)(e) of the EU Prospectus Directive (which
means Directive 2003/71/EC (as amended by Directive 2010/73/EC) and
includes any relevant implementing directive measure in any member
state) (the "Prospectus Directive"); and (b) in the United Kingdom,
qualified investors who are persons who (i) have professional
experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"); (ii)
fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order and are qualified
investors; or (iii) are persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to
as "Relevant Persons"). This Appendix and the terms and conditions
set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Appendix and the terms and conditions set out herein
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
The Announcement is for information purposes only and does not
itself constitute an offer for sale or subscription of any
securities in the Company. The Announcement has been issued by and
is the sole responsibility of the Company.
The Announcement is not an offer for sale or subscription in any
jurisdiction in which such offer, solicitation or sale would be
unlawful under the securities laws of any such jurisdiction. The
Announcement is not an offer of or solicitation to purchase or
subscribe for securities in the United States. The securities
referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the United States, except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Neither the
United States Securities and Exchange Commission nor any securities
regulatory authority of any state or other jurisdiction of the
United States has approved or disapproved of an investment in the
securities or passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of the contents of the Announcement. Any
representation to the contrary is a criminal offence in the United
States. No public offering of securities is being made in the
United States. No money, securities or other consideration from any
person inside the United States is being solicited and, if sent in
response to the information contained in the Announcement will not
be accepted.
Each Placee should consult with its own advisers as to the
legal, tax, business and related aspects of an investment in
Placing Shares.
The price of shares in the Company and the income from them (if
any) may go down as well as up and investors may not get back the
full amount invested on disposal of shares.
1. Definitions
In this Appendix:
a) "Admission" means the admission of the Placing Shares to trading on AIM;
b) "AIM" means the AIM market operated and regulated by the London Stock Exchange plc;
c) "Announcement" means the Company's regulatory announcement
(set out above) of the Placing, together with this Appendix,
expected to be released on or around 16 December 2016;
d) "CJA" means the Criminal Justice Act 1993;
e) "Company" or "HML" means HML Holdings plc;
f) "EEA" means European Economic Area;
g) "FCA" means the Financial Conduct Authority;
h) "finnCap" means finnCap Ltd;
i) "finnCap Person" means any person being (i) finnCap, (ii) an
undertaking which is a subsidiary undertaking of finnCap, (iii) a
parent undertaking of finnCap or (other than finnCap) a subsidiary
undertaking of any such parent undertaking, or (iv) a shareholder,
director, officer, agent or employee of any such person;
j) "FSMA" means the Financial Services and Markets Act 200 (as amended);
k) "Group" means the group comprising the Company and its subsidiary undertakings;
l) "Long Stop Date" means the latest date for Admission, being 20 January 2017;
m) "Market Abuse Regulation" means Market Abuse Regulation EU No 596/2014;
n) "Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended);
o) "Ordinary Shares" means the ordinary shares of 1.5 pence each
in the capital of the Company;
p) "Placee" means any Relevant Person who is or becomes
committed on a conditional basis to subscribe for Placing Shares
under the Placing;
q) "Placing" the placing of the Placing Shares at the Placing
Price by finnCap pursuant to the Placing Agreement;
r) "Placing Agreement" means the conditional placing agreement
relating to the Placing entered into between the Company and
finnCap;
s) "Placing Price" means GBP0.37 per Placing Share the fixed
price at which each Placing Share is to be made available for
subscription under the Placing;
t) "Placing Shares" means the 5,500,000 new Ordinary Shares to
be issued pursuant to the Placing;
u) "Prohibited Jurisdiction" means the United States, Australia,
Canada, Japan, the Republic of South Africa or any other
jurisdiction in which such release, publication or distribution of
this Announcement would be unlawful;
v) "Prospectus Directive" means Directive 2003/71/EC (as amended
by Directive 2010/73/EC) and includes any relevant implementing
directive measure in any member state;
w) "Prospectus Rules" means the prospectus rules of the FCA;
x) "Regulations" means the CJA, the Market Abuse Regulation,
money laundering and terrorist financing under the Anti-Terrorism,
Crime and Security Act 2001, the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2003, the Terrorism Act 2006,
the Money Laundering Regulations 2007 and part VIII of FSMA;
y) "Relevant Persons" means (a) persons in member states of the
European Economic Area who are qualified investors as defined in
section 86(7) of FSMA ("qualified investors"), being persons
falling within the meaning of article 2(1)(e) of the Prospectus
Directive; and (b) in the United Kingdom, qualified investors who
are persons who (i) have professional experience in matters
relating to investments and are "investment professionals" falling
within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order and are qualified
investors; and (iii) are persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to
as "Relevant Persons");
z) "Securities Act" means the US Securities Act of 1933;
aa) "United States" means the United States of America; and
bb) terms defined elsewhere in this Announcement have the same
meanings, unless the context requires otherwise.
2. Placing
finnCap is acting as the Company's agent in respect of the
Placing. finnCap will determine the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee. No commissions will be paid to or by Placees
in respect of their agreement to subscribe for any Placing
Shares.
finnCap has entered into the Placing Agreement under which it
has, on the terms and subject to the conditions set out in the
Placing Agreement, agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares at the Placing
Price.
Each Placee will be required to pay to finnCap, on the Company's
behalf, the Placing Price as the subscription sum for each Placing
Share that it is required to subscribe for in accordance with the
terms set out in or referred to in this Appendix. Each Placee's
obligation to subscribe and pay for Placing Shares under the
Placing will be owed to each of the Company and finnCap. Each
Placee will be deemed to have read this Appendix in its entirety.
Neither finnCap nor any other finnCap Person will have any
liability (subject to applicable legislation and regulations) to
Placees or to any person other than the Company in respect of the
Placing.
Various dates referred to in this document are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. The expected date for the
release of the Announcement is 16 December 2016. The expected date
for Admission is 21 December 2016 and, in any event, the latest
date for Admission is 20 January 2017 (the "Long Stop Date").
Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this document
and on the terms contained in it. No admission document for the
purposes of the AIM Rules for Companies, or prospectus, is required
to be published, or has been or will be published, in relation to
the Placing or the Placing Shares.
3. Participation and settlement
Participation in the Placing is only available to persons who
are invited to participate in it by finnCap.
A Placee's commitment to subscribe for a fixed number of Placing
Shares under the Placing will be agreed orally with finnCap. Such
agreement will constitute an irrevocable, legally binding
commitment on such Placee's part to subscribe for that number of
Placing Shares at the Placing Price on the terms and subject to the
conditions set out or referred to in this Appendix and subject to
the Company's constitution. After such agreement is entered into a
written confirmation will be dispatched to the Placee by finnCap
stating (i) the number of Placing Shares for which such Placee has
agreed to subscribe, (ii) the aggregate amount such Placee will be
required to pay for those Placing Shares, (iii) relevant settlement
information, and (iv) settlement instructions. A settlement
instruction form will accompany each written confirmation and, on
receipt, should be completed and returned by the date and time
stated in it.
The expected timetable for settlement will be as follows:
Trade Date 19 December 2016
Settlement Date 21 December 2016
ISIN Code GB00B16DFY89
SEDOL B16DFY8
Deadline for input instruction into CREST 10.00 a.m. on 19 December 2016
Please refer to the instruction form for the CREST ID of
finnCap.
Settlement of transactions in the Placing Shares will take place
within the CREST system, subject to certain exceptions, on a
"delivery versus payment" basis. finnCap reserves the right to
require settlement for and/or delivery to any Placee of any Placing
Shares by such other means as it may deem appropriate if delivery
or settlement is not possible or practicable within the CREST
system within the timetable set out in the Announcement.
On the settlement date, each Placee must settle the full amount
owed by it in respect of the Placing Shares allocated to it.
A Placee whose Placing Shares are to be delivered to a custodian
or settlement agent should ensure that the written confirmation is
copied and delivered promptly to the appropriate person within that
organisation.
4. Placing conditions
The Placing is conditional on, among other things, (i) the
Company having complied with its obligations and satisfied all
conditions to be performed or satisfied by it under the Placing
Agreement or the terms of this Announcement that fall to be
performed or satisfied on or before Admission (unless waived by
finnCap, where capable of waiver), (ii) the warranties in the
Placing Agreement being true and accurate and not misleading as at
the date they are given or at any time between the entry into the
Placing Agreement and Admission by reference to the facts and
circumstances then subsisting, (iii) finnCap's obligations under
the Placing Agreement not being terminated in accordance with its
terms and the Placing Agreement becoming unconditional in all
respects, and (iv) Admission taking place by the relevant time and
date stated in the Announcement. finnCap may extend the time and/or
date for the fulfilment of any of the conditions referred to above
to a time no later than 8.00 a.m. on the Long Stop Date. If any
such condition is not fulfilled (and, if capable of waiver under
the Placing Agreement, is not waived by finnCap) by the relevant
time, the Placing will lapse and each Placee's rights and
obligations in respect of the Placing will cease and terminate at
such time.
finnCap's obligations under the Placing Agreement may be
terminated by finnCap at any time prior to Admission in certain
circumstances including, among other things, following a material
breach of the Placing Agreement by the Company or the occurrence of
certain force majeure events. The exercise of any right of
termination pursuant to the Placing Agreement, any waiver of any
condition in the Placing Agreement and any decision by finnCap
whether or not to extend the time for satisfaction of any condition
in the Placing Agreement will be within finnCap's absolute
discretion (as is the exercise of any right or power of finnCap
that is referred to in this Appendix). finnCap will have no
liability to any Placee or to anyone else in respect of any such
termination, waiver or extension or any decision to exercise or not
to exercise any such right of termination, waiver or extension.
5. Placees' warranties and undertakings to the Company and finnCap
By agreeing with finnCap to subscribe for Placing Shares under
the Placing, each Placee (and each person acting on a Placee's
behalf) irrevocably acknowledges, confirms, warrants, represents
and undertakes to, and agrees with, each of the Company and
finnCap, in each case as a fundamental term of such Placee's
application for Placing Shares and of the Company's obligation to
allot and/or issue any Placing Shares to it or at its direction
(save where finnCap expressly agrees in writing to the contrary),
that:
a) it agrees to and accepts all the terms and conditions set out in this Appendix;
b) its rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this Appendix
and will not be subject to rescission or termination by it in any
circumstances;
c) 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 the Announcement; the Announcement being the sole
responsibility of the Company;
d) it is not a client of finnCap in relation to the Placing and
finnCap is not acting for it in connection with the Placing and
will not be responsible to it in respect of the Placing for
providing protections afforded to its clients under the rules of
the FCA (the "FCA Rules") or for advising it with regard to the
Placing Shares and finnCap shall not be responsible to it or any
other person for providing the protections afforded to its
customers whether under the FCA Rules or otherwise, or for advising
it or any other person in respect of or in connection with such
arrangements. In addition, any payment by it will not be treated as
client money governed by the FCA Rules. It agrees that finnCap
shall not be liable to it for any matter arising out of its role as
placing agent or otherwise in connection with the Placing and that,
where any such liability nevertheless arises as a matter of law, it
will immediately waive any claim against finnCap which it may have
in respect thereof;
e) it has not relied on any representation or warranty in
reaching its decision to subscribe for Placing Shares under the
Placing and it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing;
f) it has not been, and will not be, given any warranty or
representation by any finnCap Person in relation to any Placing
Shares, the Company or any other member of its Group and no finnCap
Person will have any liability to it for any information contained
in the Announcement or which has otherwise been published by the
Company or for any decision by it to participate in the Placing
based on any such information or on any other information provided
to it;
g) it will pay the full subscription sum at the Placing Price as
and when required in respect of all Placing Shares for which it is
required to subscribe under its Placing participation and will do
all things necessary on its part to ensure that payment for such
shares and their delivery to it or at its direction is completed in
accordance with the standing CREST instructions (or, where
applicable, standing certificated settlement instructions) that it
has in place with finnCap or puts in place with finnCap;
h) the issue to the Placee, or the person specified by such
Placee for registration as holder of Placing Shares, will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services);
i) its obligations under the Placing are valid, binding and
enforceable and that it has all necessary capacity and authority,
and has obtained all necessary consents and authorities to enable
it to commit to participation in the Placing and to perform its
obligations in relation thereto and will honour its
obligations;
j) should any stamp duty or stamp duty reserve tax be payable on
a Placee's subscription of shares under the Placing, this will be
to the account of the Placee and neither the Company nor finnCap
will be responsible in respect thereof and if any such person is
obliged by law to pay any such tax, they shall be entitled to
recover it from the Placee;
k) it is permitted to subscribe for Placing Shares under 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 Regulations) and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such subscription, and it
will provide promptly to finnCap such evidence, if any, as to the
identity or location or legal status of any person which finnCap
may request from it in connection with the Placing (for the purpose
of complying with any such laws or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by finnCap on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be allotted and/or issued to it or at its
direction pursuant to the Placing being reduced to such number, or
to nil, as finnCap may decide;
l) unless paragraph (m) below applies, it has neither received
nor relied on any inside information (for the purpose of and
section 56 of the CJA) in relation to its participation in the
Placing;
m) if it has received any inside information (for the purposes
of the Market Abuse Regulation and section 56 of the CJA) in
relation to the Company and its securities, it confirms that it has
not: (a) dealt (or attempted to deal) in the securities of the
Company; (b) encouraged, recommended or induced another person to
deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being
made publicly available;
n) that it has identified its clients in accordance with the
Regulations and that it has complied fully with its obligations
pursuant to the Regulations;
o) it will not distribute any press announcement relating to the
Placing or any other offering material, directly or indirectly, in
or into a Prohibited Jurisdiction;
p) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done or to be done
by it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
q) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
r) in the case of a Relevant Person who acquires any Placing
Shares pursuant to the Placing acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, it represents and warrants that:
(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 other than Relevant Persons or
in circumstances in which the prior consent of finnCap 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 Relevant Persons,
the offer of those Placing Shares to it is not treated under the
Prospectus Directive as having been made to such persons;
s) it has not and will not make any offer to the public of the
Placing Shares for the purposes of section 102B FSMA;
t) it agrees to be bound by the terms of the Company's articles of association;
u) it is acting as principal only in respect of the Placing or,
if it is acting for any other person (i) it is duly authorised to
do so, (ii) it is and will remain liable to the Company and/or
finnCap for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person), (iii) it is both an "authorised person" for
the purposes of FSMA and a qualified investor acting as agent for
such person, and (iv) such person is either (1) a FSMA qualified
investor or (2) its "client" (as defined in section 86(2) of FSMA)
that has engaged it to act as his agent on terms which enable it to
make decisions concerning the Placing or any other offers of
transferable securities on his behalf without reference to him;
v) nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance
with FSMA or the Prospectus Rules or in accordance with any other
laws applicable in any part of the European Union or the European
Economic Area;
w) it will not treat any Placing Shares in any manner that would
contravene any legislation applicable in any territory or
jurisdiction and no aspect of its participation in the Placing will
contravene any legislation applicable in any territory or
jurisdiction in any respect or cause the Company or finnCap to
contravene any such legislation in any respect;
x) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the
Securities Act) (i) none of the Placing Shares have been or will be
registered under the Securities Act or under the securities laws of
any State of or other jurisdiction within the United States, (ii)
subject to certain exceptions, Placing Shares may not be offered or
sold, resold, or delivered, directly or indirectly, into or within
the United States or to, or for the account or benefit of, any US
person, (iii) it is (unless otherwise expressly agreed with
finnCap) neither within the United States nor a US person, (iv) it
has not offered, sold or delivered and will not offer, sell or
deliver any of the Placing Shares to persons within the United
States, directly or indirectly, (v) neither it, its affiliates, nor
any persons acting on its behalf, has engaged or will engage in any
directed selling efforts with respect to the Placing Shares, (vi)
it will not be subscribing Placing Shares with a view to resale in
or into the United States, and (vii) it will not distribute the
Announcement or any offering material relating to Placing Shares,
directly or indirectly, in or into the United States or to any
persons resident in the United States;
y) it has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in FSMA) which makes it an "insider" for the purposes of Part V of FSMA and the Market Abuse Regulation, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by finnCap or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which it is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;
z) where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in
writing by each managed account: (a) to acquire the Placing Shares
for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgments, undertakings and
agreements in this Announcement; and (c) to receive on its behalf
any investment letter relating to the Placing in the form provided
to it by finnCap;
aa) finnCap may itself agree to become a Placee in respect of
some or all of the Placing Shares or by nominating any other
finnCap Person or any person associated with any finnCap Person to
do so;
bb) time is of essence as regards its obligations under this Appendix;
cc) neither it, its affiliates, nor any person acting on its or
their behalf, has engaged or will engage in any form of general
solicitation or general advertising (within the meaning of
Regulation D promulgated under the Securities Act) in connection
with any offer and sale of the Placing Shares in the United
States;
dd) it will indemnify on an after-tax basis and hold the
Company, finnCap, each finnCap Person and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
ee) it is an institution that has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares and it is experienced in investing in securities of
this nature and in this sector and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
ff) to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement;
gg) 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;
hh) it irrevocably appoints any director or employee of finnCap
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;
ii) this Appendix and any contract which may be entered into
between it and finnCap and/or the Company pursuant to this Appendix
or the Placing, and all non-contractual obligations arising between
the Placee and finnCap and/or the Company in respect of the
Placing, will be governed by and construed in accordance with the
laws of England, for which purpose it submits (for itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute,
or matter arising out of or relating to this Appendix or such
contract, except that each of the Company and finnCap will have the
right to bring enforcement proceedings in respect of any judgement
obtained against such Placee in the English courts or in the courts
of any other relevant jurisdiction;
jj) each right or remedy of the Company or finnCap provided for
in this Appendix is in addition to any other right or remedy which
is available to such person and the exercise of any such right or
remedy in whole or in part will not preclude the subsequent
exercise of any such right or remedy;
kk) 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 finnCap;
ll) nothing in this Appendix will exclude any liability of any
person for fraud on its part, and all times and dates in the
Announcement are subject to amendment at the discretion of finnCap
except that in no circumstances will the date scheduled for
Admission be later than the Long Stop Date;
mm) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to subscribe for any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of its obligations in respect of the Placing;
nn) finnCap does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement; and
oo) it agrees that the Company and finnCap will rely upon the
truth and accuracy of the foregoing conformations, representations,
warranties, acknowledgements, undertakings and agreements which are
given by each Placee (or persons acting on their behalf) to finnCap
and the Company and are irrevocable.
The acknowledgments, confirmations, warranties, representations
and undertakings contained in this Appendix are given to finnCap
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
6. Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on finnCap's receipt of payment in full
for such shares by the relevant time to be stated in the written
confirmation referred to above, or by such later time and date as
finnCap may determine, and otherwise in accordance with that
confirmation's terms. finnCap may waive this condition, and will
not be liable to any Placee for any decision to waive it or
not.
If any Placee fails to make such payment by the required time
for any Placing Shares (1) the Company may release itself, and (if
it decides to do so) will be released from, all obligations it may
have to allot and/or issue any such Placing Shares to such Placee
or at its direction which are then unallotted and/or unissued, (2)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the full extent
permitted under its constitution or by law and to the extent that
such Placee then has any interest in or rights in respect of any
such shares, (3) the Company or, as applicable, finnCap may sell
(and each of them is irrevocably authorised by such Placee to do
so) all or any of such shares on such Placee's behalf and then
retain from the proceeds, for the account and benefit of the
Company or, where applicable, finnCap (i) any amount up to the
total amount due to it as, or in respect of, subscription monies,
or as interest on such monies, for any Placing Shares and (ii) any
amount required to cover dealing costs and/or commissions
necessarily or reasonably incurred by it in respect of such sale,
and (4) such Placee will remain liable to the Company and to
finnCap for the full amount of any losses and of any costs which it
may suffer or incur as a result of it (i) not receiving payment in
full for such Placing Shares by the required time, and/or (ii) the
sale of any such Placing Shares to any other person at whatever
price and on whatever terms are actually obtained for such sale by
or for it. Interest may be charged daily in respect of payments not
received by finnCap for value by the required time referred to
above at the rate of two percentage points above prevailing LIBOR
as determined by finnCap.
7. Overseas jurisdictions
The distribution of the Announcement and the offering and/or
issue of shares pursuant to the Placing in certain jurisdictions is
restricted by law. Persons who seek to participate in the Placing
must inform themselves about and observe any such restrictions. In
particular, the Announcement does not constitute or form part of
any offer or invitation, or a solicitation of any offer or
invitation, to subscribe for or acquire or sell or purchase or
otherwise deal in Placing Shares in any Prohibited
Jurisdiction.
8. Placing Shares
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the then existing
issued Ordinary Shares.
9. Entire Agreement
The terms set out in this Announcement (including the Appendix)
and the allocation of Placing Shares (including the subscription
amount payable) as confirmed to a Placee, constitute the entire
agreement to the terms of the Placing and a Placee's participation
in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such
terms must be in writing.
10. Governing Law and Jurisdiction
The agreement arising out of acceptance of the Placing and any
dispute or claim arising out of or in connection with the Placing
or formation thereof (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the laws of
England and Wales. Each Placee irrevocably agrees to submit to the
exclusive jurisdiction of the courts of England and Wales to settle
any claim or dispute that arises out of or in connection with the
agreement arising out of acceptance of the Placing or its subject
matter or formation (including non-contractual disputes or
claims).
11. General
References to time in the Announcement are to London, England
time, unless otherwise stated.
All times and dates in the Announcement are subject to amendment
at the discretion of finnCap.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELLFVTFALELIR
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