TIDMHSS
RNS Number : 5265H
HSS Hire Group PLC
04 December 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING
CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN
CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE
ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE
INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE COMBINED PROSPECTUS AND CIRCULAR PUBLISHED BY THE COMPANY ON 16
NOVEMBER 2020.
4 December 2020
HSS Hire Group plc
("HSS Hire" or the "Company")
Result of Open Offer
HSS Hire announced on 26 October 2020 its intention to raise
gross proceeds of up to c.GBP54.0 million by way of an Open Offer
of up to GBP35.5 million and Firm Placing of GBP18.6 million
(together with the Placing, being the "Capital Raise"). A combined
circular and prospectus was published on 16 November 2020 setting
out details of the Capital Raise (the " Prospectus ").
Ahead of its General Meeting at 11.00 a.m. today, HSS Hire
issues the following update in relation to the Open Offer. The Open
Offer closed for acceptances at 11.00 a.m. on 3 December 2020 in
accordance with its terms. The Company announces that it has
received valid acceptances and excess applications from Qualifying
Shareholders under the Open Offer in respect of 299,446,502 Open
Offer Shares, representing 84.45 per cent. of the 354,598,212 Open
Offer Shares available pursuant to the Open Offer.
As announced on 16 November 2020, Numis Securities Limited
("Numis") will seek subscribers for the shares not taken up in the
Open Offer (the " Placing ") at a price of 10 pence per New Share.
An announcement will be made in due course if any further shares
are to be issued in connection with the Placing. The Placing will
be conducted through an accelerated bookbuild process which will be
launched immediately following this Announcement, in accordance
with the terms and conditions of the Placing set out in the
Appendix. The Placing is not underwritten.
The Capital Raise remains conditional on, among other things,
the passing by the Company's shareholders of the Resolutions (as
set out in the Notice of General Meeting contained within the
Prospectus) at the General Meeting to be held at 11:00 a.m. today.
The Company will announce the results of the General Meeting as
soon as practicable after the meeting concludes. It is expected
that Admission will become effective, and that dealings in the New
Shares on the London Stock Exchange's Main Market for listed
securities will commence, at 8.00 a.m. on 8 December 2020.
Directors' participation in the Open Offer
The following Directors participated in the Open Offer in the
amounts set out below:
Name Existing Number of Resulting
Shareholding New Shares Shareholding
acquired
Alan Peterson
OBE 884,392 1,842,483 2,726,875
-------------- ------------ --------------
Steve Ashmore 313,479 653,081 966,560
-------------- ------------ --------------
Paul Quested 47,000 97,916 144,916
-------------- ------------ --------------
Amanda Burton 35,714 74,404 110,118
-------------- ------------ --------------
Doug Robertson 9,523 19,839 29,362
-------------- ------------ --------------
All capitalised terms used in this Announcement but not defined
herein have the meaning given to them in the Prospectus.
For further information, please contact:
HSS Hire Group plc Tel: 020 3757 9248
Steve Ashmore, Chief Executive Officer Please email: Investors@hsshire.com
Paul Quested, Chief Financial Officer
Greig Thomas, Head of Group Finance
Numis Securities Tel: 020 7260 1000
Stuart Skinner
George Price
George Shiel
Teneo Tel: 07785 528363 / 07557
491860
Matt Thomlinson
Tom Davies
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation EU No 596/2014. Upon the publication of
this Announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain.
The person responsible for releasing this Announcement is Daniel
Joll, Company Secretary.
HSS Hire Group plc LEI: 2138004DGL1J6VQO6S92
Important notices
This Announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
Announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this Announcement or on its accuracy or completeness. The
information in this Announcement is subject to change.
This Announcement is not a prospectus. Neither this Announcement
nor anything contained in it shall form the basis of, or be relied
upon in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Shares referred
to in this Announcement except on the basis of the information
contained in the Prospectus.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raise. The price and value of securities can go down as well as up.
Past performance is not a guide to future performance. The contents
of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
Numis is authorised and regulated in the United Kingdom by the
FCA. Numis is acting exclusively for the Company and is acting for
no one else in connection with the Capital Raise and will not
regard any other person as a client in relation to the Capital
Raise and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients, nor for
providing advice in connection with the Capital Raise or any other
matter, transaction or arrangement referred to in this
Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis by FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Numis, nor any of its affiliates, directors, officers, employees or
advisers, accepts any responsibility whatsoever for, or makes any
representation or warranty, express or implied, as to the contents
of this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
New Shares, the Capital Raise or Admission. Numis and its
affiliates, directors, officers, employees and advisers accordingly
disclaim to the fullest extent permitted by law any and all
liability whatsoever, whether arising in tort, contract or
otherwise, which they might otherwise have in respect of this
Announcement or any such statement.
Copies of the Prospectus are available on the Company's website
at www.hsshiregroup.com . Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this Announcement.
The Prospectus provides further details of the New Shares being
offered pursuant to the Capital Raise.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The securities referred to herein have not been and
will not be registered under the Securities Act, or with any
securities regulatory authority of any state or jurisdiction of the
United States, and may not be offered, sold or transferred,
directly or indirectly, in or into the United States absent
registration under the Securities Act or an available exemption
from, or as part of a transaction not subject to, the registration
requirements of the Securities Act and in each case, in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United States.
No money, securities or other consideration from any person inside
the United States is being solicited and, if sent in response to
the information contained in this Announcement, will not be
accepted.
Information for 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 "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Cautionary statement regarding forward-looking statements
This Announcement may include certain forward-looking
statements, forecasts, estimates, projections and opinions
("Forward-looking Statements"). When used in this document, the
words "anticipate", "believe", "estimate", "forecast", "expect",
"intend", "plan", "project", "may", will" or "should" or, in each
case, their negative or other variations or similar expressions, as
they relate to the Group, its management or third parties, identify
Forward-looking Statements. Forward-looking Statements include
statements regarding the Group's business strategy, objectives,
nancial condition, results of operations and market data, as well
as any other statements that are not historical facts. These
statements re ect beliefs of the Directors (including based on
their expectations arising from pursuit of the Group's strategy),
as well as assumptions made by the Directors and information
currently available to the Company.
Although the Group considers that these beliefs and assumptions
are reasonable, by their nature, Forward-looking Statements involve
known and unknown risks, uncertainties, assumptions and other
factors because they relate to events and depend on circumstances
that will occur in the future whether or not outside the control of
the Company. These factors, risks, uncertainties and assumptions
could cause actual outcomes and results to be materially different
from those projected. Past performance cannot be relied upon as a
guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. No representation is made
or will be made that any Forward-looking Statements will be
achieved or will prove to be correct. These factors, risks,
assumptions and uncertainties expressly qualify all subsequent oral
and written Forward-looking Statements attributable to the Group or
persons acting on its behalf.
None of the Company, the Directors or Numis assumes any
obligation to update any Forward-looking Statement and disclaims
any obligation to update their view of any risks or uncertainties
described herein or to publicly announce the result of any
revisions to the Forward-looking Statements made in this document,
except as required by law (including, for the avoidance of doubt,
the Prospectus Regulation Rules, the Listing Rules and Disclosure
Guidance and Transparency Rules).
In addition, this Announcement may contain information
concerning the Group's industry and its market and business
segments generally, which is forward-looking in nature and is based
on a variety of assumptions regarding the ways in which the
industry, and the Group's market and business segments, will
develop. These assumptions are based on information currently
available to the Company. If any one or more of these assumptions
turn out to be incorrect, actual market results may differ from
those predicted. While the Company does not know what effect any
such differences may have on the Group's business, if there are
such differences, they could have a material adverse effect on the
Group's future results of operations and nancial condition.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT NOTICE ON THE PLACING FOR INVITED PLACEES ONLY
This Announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
Announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this Announcement or on its accuracy or completeness. The
information in this Announcement is subject to change.
The material set out herein is for information purposes only and
should not be construed as, or form any part of, an offer or
invitation of securities for sale, or any invitation to purchase or
subscribe for securities in the United States or any other
jurisdiction.
The distribution or publication of this Announcement and the
offering of the Placing Shares 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. No action has been taken by the Company or Numis Securities
Limited ("Numis") 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 and Numis to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of applicable law and regulation.
This Announcement and the information contained herein is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in, into or from
Australia, Canada, Japan, the United States or any other
jurisdiction where to do so would breach any applicable law or
regulation.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions contained
herein are for information purposes only and are directed only at
and may only be communicated to: (a) persons in Member States who
are qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors"); and (b) in the
United Kingdom, to Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) fall within
Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated (all such persons in (a) or
(b) together being referred to as "Relevant Persons").
This Announcement and the terms and conditions set out herein
are directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this Announcement 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 relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; and no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada or Japan. Accordingly, subject to certain
exceptions or unless an exemption under the relevant securities
laws is applicable, the Placing Shares may not be offered, sold,
resold or delivered, directly or indirectly, in or into the
Australia, Canada or Japan or any other jurisdiction outside the
United Kingdom.
The Placing Shares have not been and will not be registered
under the Securities Act, or with any securities regulatory
authority of any state or jurisdiction of the United States, and
may not be offered, sold or transferred, directly or indirectly, in
or into the United States absent registration under the Securities
Act or an available exemption from, or as part of a transaction not
subject to, the registration requirements of the Securities Act
and, in each case, in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. No
public offering of the Placing Shares is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this Announcement, will
not be accepted.
Numis is authorised and regulated in the United Kingdom by the
FCA. Numis is acting exclusively for the Company as sponsor and
placing agent in relation to the Placing and Admission and is
acting for no one else in connection with the Placing and Admission
and will not regard any other person as a client in relation to the
Placing and Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Placing
and Admission or any other matter, transaction or arrangement
referred to in this Announcement. The responsibilities of Numis as
the Company's sponsor under the Listing Rules are owed solely to
the FCA 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 this Announcement, or otherwise.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis by FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Numis, nor any of its affiliates, directors, officers, employees or
advisers, accepts any responsibility whatsoever for, or makes any
representation or warranty, express or implied, as to the contents
of this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
Placing or Admission. Numis and its affiliates, directors,
officers, employees and advisers accordingly disclaim to the
fullest extent permitted by law any and all liability whatsoever,
whether arising in tort, contract or otherwise, which they might
otherwise have in respect of this Announcement or any such
statement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Numis or by any of its affiliates (within
the meaning of Rule 405 under the Securities Act ("Affiliates")),
agents or any of such persons' directors, officers or employees or
any other person as to the truth, accuracy, completeness or
fairness of the written or oral information contained in this
Announcement (or whether any information has been omitted from this
Announcement) or made available to or publicly available to any
interested party or its advisers and no liability whatsoever is
accepted by Numis or any of its Affiliates, directors, officers or
employees or any other person for any loss howsoever arising,
directly or indirectly, from any use of such information or
otherwise arising in connection therewith and any liability
therefor is expressly disclaimed.
The price of shares and any income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial adviser.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement or this Appendix should seek appropriate
advice before taking any such action.
This Announcement is for information purposes only and does not
itself constitute an offer for sale or subscription of any
securities in the Company. Each Placee should consult with its own
advisers as to legal, tax, business and related aspects of an
investment in Placing Shares.
Certain figures contained in this Announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain circumstances, the sum or percentage
contained in this Announcement may not confirm exactly with the
total figure given.
1. DETAILS OF THE PLACING
1.1 Numis has entered into the Sponsor and Placing Agreement
with the Company under which, subject to the terms and conditions
contained therein, Numis, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
Placees for the Placing Shares at the Placing Price.
1.2 The Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
1.3 The Sponsor and Placing Agreement contains customary
undertakings and warranties given by the Company to Numis including
as to the accuracy of information contained in this Announcement,
to matters relating to the Company (and the Group as a whole) and
its business and a customary indemnity given by the Company to
Numis in respect of liabilities arising out of or in connection
with the Placing and Admission.
1.4 The Placing is conditional upon, amongst other things,
Admission becoming effective and the Sponsor and Placing Agreement
not being terminated in accordance with its terms (further details
on the conditions of the Placing are set out in paragraph 4
below).
1.5 Placees' commitments in respect of Placing Shares will be
made solely on the basis of the information contained in this
Announcement (including the terms and conditions contained herein)
and the Prospectus.
2. ADMISSION
2.1 Applications will be made to the FCA and the London Stock
Exchange respectively for admission of the Placing Shares to
trading on (a) the premium listing segment of the Official List and
(b) trading on London Stock Exchange's main market for listed
securities.
2.2 It is expected that Admission will become effective at 8.00
am on 8 December 2020 and that dealings in the Placing Shares will
commence at that time.
2.3 Admission is subject to the Sponsor and Placing Agreement
becoming unconditional in all respects and not being terminated in
accordance with its terms.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
3.1 Numis is acting as placing agent for the Company in
connection with the Placing and Admission. Numis is authorised and
regulated in the United Kingdom by the FCA, and is acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Numis or for providing
advice in relation to the matters described in this
Announcement.
3.2 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
3.3 Participation in the Placing has only been made available to
persons who may lawfully, and have been invited by Numis to,
participate in it. Numis and its Affiliates are each entitled, but
not obliged, to participate in the Placing as principal.
3.4 The placing price will be a fixed price of 10 pence per
Placing Share. No commissions will be paid to Placees or by the
Placees in respect of any Placing Shares.
3.5 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by Numis or one of its
affiliates, and a contract note will be dispatched as soon as
practicable thereafter as evidence of such Placee's allocation and
commitment. The terms and conditions of this Appendix will be
deemed incorporated into the contract note. That oral confirmation
will constitute an irrevocable legally binding commitment upon that
person (who at that point will become a Placee) in favour of the
Company and Numis to subscribe for the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association.
3.6 An offer to acquire Placing Shares, which has been
communicated by a prospective Placee to Numis and which has not
been withdrawn or revoked prior to publication of this Announcement
shall not be capable of withdrawal or revocation immediately
following the publication of this Announcement without the consent
of Numis.
3.7 Each Placee has an immediate, separate, irrevocable and
binding obligation, owed to Numis (as agent for the Company), to
pay to it (or as it may direct) in cleared funds immediately on the
settlement date in accordance with the registration and settlement
requirements set out below an amount equal to the product of the
Placing Price and such number of Placing Shares that such Placee
has agreed to acquire and the Company has agreed to allot to
it.
3.8 Settlement for all Placing Shares to be acquired pursuant to
the Placing will be made at the same time, on the basis explained
below under "Registration and Settlement".
3.9 All obligations of Numis under the Placing are subject to
fulfilment or, where applicable, waiver 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 Sponsor and Placing Agreement".
3.10 By participating in the Placing, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
3.11 Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and Numis shall not have any liability to the Placees for the
failure of the Company to fulfil those obligations.
3.12 To the fullest extent permissible by law and applicable FCA
rules, neither Numis nor any of its Affiliates shall have any
liability (including, to the fullest extent permissible by law, any
fiduciary duties) to Placees (or to any other person whether acting
on behalf of a Placee or otherwise) under these terms and
conditions. In particular, neither Numis nor any of its Affiliates
shall have any liability (including, to the fullest extent
permissible by law, any fiduciary duties) in respect of Numis'
conduct in effecting the Placing.
4. CONDITIONS OF THE PLACING
4.1 Numis' obligations under the Sponsor and Placing Agreement
in respect of the Placing Shares are conditional on:
4.1.1 the Company complying with its obligations in relation to the Open Offer;
4.1.2 the Sponsor and Placing Agreement not having been terminated prior to Admission.
4.2 If: (i) any of the conditions contained in the Sponsor and
Placing Agreement, including those described above, are not
fulfilled or, where applicable, waived by Numis; or (ii) the
Sponsor and Placing Agreement is terminated in accordance with its
terms, the Placing will not proceed and each Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof. Numis may terminate the
Sponsor and Placing Agreement in certain circumstances, details of
which are set out in paragraph 5 below.
4.3 By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the Sponsor
and Placing Agreement" below and will not be capable of rescission
or termination by it.
5. TERMINATION OF THE SPONSOR AND PLACING AGREEMENT
5.1 Numis is entitled, at any time prior to Admission, to
terminate the Sponsor and Placing Agreement by giving notice to the
Company in certain circumstances, including (but not limited to)
if:
5.1.1 in the opinion of Numis (acting reasonably and in good
faith), the Company fails to comply with any of its obligations
under the Sponsor and Placing Agreement and that failure is, in the
opinion of Numis (acting reasonably and in good faith), material in
the context of the Sponsor and Placing Agreement;
5.1.2 any warranty given by the Company to Numis is untrue,
inaccurate or misleading if it were to be repeated at any time
prior to Admission, to the extent that, in the opinion of Numis
(acting reasonably and in good faith) such warranty being untrue,
inaccurate or misleading would or would be likely to prejudice
materially the Company or the Capital Raise;
5.1.3 there has been a breach of any warranty given by the Company to Numis;
5.1.4 a matter or circumstance has arisen which would be likely
to give rise to a claim under the indemnity in the Sponsor and
Placing Agreement which Numis (acting reasonably and in good
faith), considers to be material in the context of the Group taken
as a whole or the Capital Raise and Admission; or
5.1.5 there has occurred any material adverse change since the
date of the Sponsor and Placing Agreement (whether or not
foreseeable at the date of the Sponsor and Placing Agreement).
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Sponsor and Placing Agreement and will not be subject to
termination by the Placee or any prospective Placee at any time or
in any circumstances. By participating in the Placing, Placees
agree that the exercise by Numis of any right of termination or
other discretion under the Sponsor and Placing Agreement shall be
within the absolute discretion of Numis and that it need not make
any reference to Placees and that neither it nor its Affiliates
shall have any liability to Placees whatsoever in connection with
any such exercise. Placees will have no rights against Numis, the
Company or any of their respective directors or employees (or
Affiliates) under the Sponsor and Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended).
6. REGISTRATION AND SETTLEMENT
6.1 Settlement of transactions in the Placing Shares (ISIN:
GB00BVFD4645) following Admission will take place within CREST
using the delivery versus payment mechanism, subject to certain
exceptions. Numis reserves the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
in certificated form if, in Numis' opinion, 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 such Placee's jurisdiction.
6.2 Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with Numis.
6.3 The Company will deliver the Placing Shares to a CREST
account operated by Numis as agent for the Company and Numis will
enter its delivery (DEL) instruction into the CREST system. Numis
will hold any Placing Shares delivered to this account as nominee
for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
6.4 It is expected that settlement will take place on 8 December
2020 on the basis of the trade date for the Placing Shares being
on, or shortly after, 4 December 2020 in accordance with the
instructions set out in the contract note.
6.5 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 LIBOR as
determined by Numis.
6.6 Each Placee is deemed to agree that, if it does not comply
with these obligations, Numis may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Numis' account and benefit (as agent of the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify Numis (as agent of the Company)
for any shortfall between the net proceeds of such sale and the
placing proceeds of such Placing Shares and will be required to
bear any stamp duty, stamp duty reserve tax or other stamp, issue,
securities, transfer, registration, execution, documentary or other
similar impost, duty or tax (together with any interest, fines or
penalties relating thereto) which may arise in any jurisdiction
upon the sale of such Placee's Placing Shares on its behalf. By
communicating a bid for Placing Shares to Numis, each Placee
confers on Numis all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which Numis lawfully takes in pursuance of such sale.
6.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
6.8 Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax (and/or any interest, fines or
penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Numis nor the
Company shall be responsible for the payment thereof.
6.9 Placees are not entitled to receive any fee or commission in
connection with the Placing.
7. REPRESENTATIONS AND WARRANTIES
7.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Company and Numis (in its capacity as placing agent of the
Company in respect of the Placing), in each case as a fundamental
term of its application for Placing Shares, that:
7.1.1 it has read and understood this Announcement and the
Prospectus in its entirety and its subscription for the Placing
Shares is subject to and based on the terms and conditions of the
Placing as referred to and included in this Announcement and the
Prospectus and undertakes not to redistribute or duplicate this
Announcement or the Prospectus;
7.1.2 the Ordinary Shares are admitted to trading on London
Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance
with MAR and the rules and practices of London Stock Exchange
and/or the FCA (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information;
7.1.3 (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) none of Numis, the Company, any of their respective affiliates
or any person acting on behalf of any of them has provided, or will
provide it, with any material regarding the Placing Shares in
addition to this Announcement or the Prospectus; and (iii) it has
not requested Numis, the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
7.1.4 the content of this Announcement is exclusively the
responsibility of the Company and that neither Numis, nor any of
its affiliates or any person acting on its behalf, has or shall
have any liability for any information, representation or statement
contained in this Announcement or any information previously or
concurrently published by or on behalf of the Company and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
7.1.5 the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement, the Prospectus
and any Exchange Information, such information being all it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has not received or relied on any information
given or any representations, warranties or statements, express or
implied, made by, Numis or the Company or any of their Affiliates
or any person acting on behalf of any of them or, if received, it
has not relied upon any such information, representations,
warranties or statements (including any management presentation
that may have been received by any prospective Placee) and neither
Numis, nor the Company (or any of their respective Affiliates) will
be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any information,
representation, warranty or statement other than that contained in
this Announcement, the Prospectus and any Exchange Information;
7.1.6 it has the funds available to pay for the Placing Shares
it has agreed to acquire and acknowledges, agrees and undertakes
that it will pay the total subscription amount in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other acquirers or sold at such price as Numis determines;
7.1.7 (i) the Placing Shares have not been and will not be
registered under the Securities Act, or with any securities
regulatory authority of any state or jurisdiction of the United
States, nor approved or disapproved by the US Securities and
Exchange Commission, and may not be offered, sold or transferred,
directly or indirectly, into or within the United States absent
registration under the Securities Act or an available exemption
from, or as part of a transaction not subject to, the registration
requirements of the Securities Act and, in each case, in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States; (ii) the Placing Shares are
being offered and sold pursuant to Regulation S under the
Securities Act or in a transaction exempt from or not subject to
the registration requirements of the Securities Act; and (iii)
there is no present intention to register any of the Placing Shares
for sale or re-sale under the Securities Act and that no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
7.1.8 it and the person(s), if any, for whose account or benefit
it is subscribing for the Placing Shares is a person (or are
persons) located outside the United States and is (or are)
subscribing for Placing Shares only in an "offshore transaction" as
defined in and in accordance with Regulation S under the Securities
Act;
7.1.9 it is not acquiring Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act);
7.1.10 it is acquiring the Placing Shares for investment
purposes and is not acquiring the Placing Shares with a view to, or
for offer or sale in connection with, any distribution thereof
(within the meaning of the Securities Act) that would be in
violation of the securities laws of the United States or any state
thereof;
7.1.11 it: (i) is permitted to acquire the Placing Shares under
the laws of all relevant jurisdictions which apply to it; (ii) has
fully complied, and will comply, with all such laws; (iii) has the
requisite capacity and authority and is entitled to enter into and
to perform its obligations as a subscriber for Placing Shares and
will honour such obligations; and (iv) has obtained all necessary
consents and authorities (including, without limitation, in the
case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) to enable it to enter into the
transactions contemplated hereby and to perform its obligations in
relation thereto and, in particular, if it is a pension fund or
investment company it is aware of and acknowledges it is required
to comply with all applicable laws and regulations with respect to
its subscription for Placing Shares;
7.1.12 it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are subscribed will not
be, a resident of, or with an address in, Australia, Canada or
Japan, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada or Japan and may
not be offered, sold, taken up, delivered, transferred or acquired,
directly or indirectly, within those jurisdictions;
7.1.13 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 only;
7.1.14 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
Numis for the performance of all of 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 or
transferable securities on his behalf without reference to him
7.1.15 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 section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis in its
capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised
person;
7.1.16 it is aware of and acknowledges that it has complied with
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;
7.1.17 it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to Admission except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA or an offer to
the public in any other Member State;
7.1.18 if it is a financial intermediary, as that term is used
in Article 2(d) of the Prospectus Regulation, it represents and
warrants that: (i) the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a Member State which has implemented the Prospectus
Regulation other than Qualified Investors, or in circumstances in
which the prior consent of Numis has been given to the offer or
resale; or (ii) if Placing Shares will be acquired by it on behalf
of persons in any Member State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;
7.1.19 it is aware of and has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000,
the Anti -- Terrorism Crime and Security Act 2001, the Terrorism
Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if 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;
7.1.20 in order to ensure compliance with the Regulations, Numis
(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 Numis or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Numis' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form, may be withheld at
Numis', or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity Numis (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, Numis 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;
7.1.21 it is aware of the obligations regarding insider dealing
in the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
7.1.22 except as set out in paragraph 7.1.23 below, it has
neither received nor relied on any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993)
concerning the Company prior to or in connection with accepting the
invitation to participate in the Placing and is not purchasing
Placing Shares on the basis of material non-public information;
7.1.23 if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
7.1.24 time is of the essence as regards its obligations under this Appendix;
7.1.25 the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it acquires Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty at the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability or
in connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
7.1.26 it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty,
stamp duty reserve tax and all other stamp, issue, securities,
transfer, registration, execution, documentary or other similar
imposts, duties or taxes (including any interest, fines or
penalties relating thereto), if any, payable in any jurisdiction on
acquisition of any of the Placing Shares or the agreement to
acquire the Placing Shares and acknowledges and agrees that none of
Numis, the Company, any of their respective Affiliates or any
person acting on behalf of them will be responsible for any such
liabilities. Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Company and Numis (and any of their
respective Affiliates) on an after-tax basis in respect of the
same, on the basis that the Placing Shares will be allotted to the
CREST stock account of Numis who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
7.1.27 neither of Numis, nor any of its Affiliates, nor any
person acting on behalf of any of them has or shall have any
liability for any information, representation or statement
contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
7.1.28 neither of Numis, nor any of its Affiliates, nor 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 its participation in the Placing is on the basis that it is
not and will not be a client of Numis and that Numis has no duties
or responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Sponsor and Placing Agreement or 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;
7.1.29 Numis may, and its Affiliates acting as an investor for
its or their own account(s) may, acquire and/or purchase Placing
Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by Numis and/or any of their respective Affiliates acting
as an investor for its or their own account(s). Neither Numis nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
7.1.30 these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, 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 English courts as
regards 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
Numis 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;
7.1.31 the Company and Numis and their respective Affiliates and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties and
undertakings which are given to Numis, on its own behalf and on
behalf of the Company, and are irrevocable and it irrevocably
authorises each of Numis and the Company to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
7.1.32 it irrevocably appoints any duly authorised officer of
Numis as its agent for the purpose 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 for which it agrees to subscribe or purchase upon
the terms of this Announcement;
7.1.33 it will indemnify on an after-tax basis and hold the
Company, Numis 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, undertakings, agreements and
acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
7.1.34 that in making any decision to acquire the Placing
Shares: (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares; (ii) it is experienced in
investing in securities of this nature in this sector 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; and (iii) it has relied upon its own examination, due
diligence and analysis of the Company and its associates taken as a
whole, including the markets in which the Group operates, and the
terms of the Placing, including the merits and risks involved; (iv)
it has had sufficient time and access to information to consider
and conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its
own investigation to the extent it deems necessary for the purposes
of its investigation, and (v) it will not look to the Company,
Numis, any of their respective Affiliates or any person acting on
their behalf for all or part of any such loss or losses it or they
may suffer;
7.1.35 to the fullest extent permitted by law, it acknowledges
and agrees to the disclaimers contained in this Announcement;
and
7.1.36 its commitment to acquire Placing Shares on the terms set
out herein will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing.
7.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Company
and Numis (for itself and on behalf of the Company) and are
irrevocable and shall not be capable of termination in any
circumstances.
7.3 Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such person
on a subscription for Placing Shares direct from the Company, such
Placing Shares should be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. This assumes that the
warranty in paragraph 7.1.25 is true and correct. If that is not
the case, UK stamp duty or stamp duty reserve tax may be payable,
for which neither the Company nor Numis 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 UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that any of the Company
and/or Numis has incurred any such liability to UK stamp duty or
stamp duty reserve tax. Each Placee should seek its own advice as
to whether any such liability to UK stamp duty or stamp duty
reserve tax arises and notify Numis accordingly.
7.4 The Company and Numis are not liable to bear any stamp duty,
stamp duty reserve tax, or other stamp, issue, securities,
transfer, registration, execution, documentary or other similar
imposts, duties or taxes (including any interest, fines or
penalties relating thereto) arising in any jurisdiction on a sale
of Placing Shares subsequent to their acquisition by Placees.
7.5 In addition, Placees should note that they will be liable
for any stamp duty, stamp duty reserve tax, and all other stamp,
issue, securities, transfer, registration, execution, documentary
or other similar imposts, duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United
Kingdom by them or any other person on the subscription by them of
any Placing Shares or the agreement by them to acquire any Placing
Shares.
7.6 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Numis does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Sponsor and Placing
Agreement.
7.7 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Numis or any of its Affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares. Each Placee acknowledges and is
aware that Numis is receiving a fee in connection with its role in
respect of the Placing as detailed in the Placing Agreement.
7.8 The rights and remedies of Numis and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
7.9 When a Placee or person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges and agrees that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Numis' money in accordance
with the client money rules and will be used by Numis in the course
of its own business; and the Placee will rank only as a general
creditor of Numis.
7.10 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
7.11 Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
7.12 All times and dates in this Announcement may be subject to
amendment. Numis shall notify the Placees and any person acting on
behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" means admission to (a) the premium listing segment
of the Official List and (b) trading on the London Stock Exchange's
main market for listed securities
"Announcement" means this announcement (including the Appendix
to this announcement)
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001) for the paperless
settlement of trades and the holding of uncertificated securities
operated by Euroclear UK & Ireland Limited
"EEA" means the European Economic Area
"FCA" means the Financial Conduct Authority acting in its
capacity as the competent authority for the purposes of Part VI of
FSMA
"FSMA" means the Financial Services and Markets Act of 2000 (as
amended)
"Group" means the Company and its subsidiary undertakings and,
where the context requires, its associated undertakings
"London Stock Exchange" means London Stock Exchange plc
"Member State" means a member state of the EEA
"New Shares" means the new Shares which the Company will allot
and issue pursuant to the Placing, Open Offer, Firm Placing and
Warrant Exercise
"Official List" means the Official List of the FCA
"Open Offer" means the conditional invitation to Qualifying
Shareholders to subscribe for the New Shares at the Offer Price on
the terms and subject to the conditions set out in this document
and, in the case of Qualifying Non-CREST Shareholders only, the
Application Form
"Open Offer Shares" means the 354,598,212 New Shares which may
be issued pursuant to the Open Offer
"Ordinary Shares" means the ordinary shares of one penny each in
the capital of the Company
"Placee" means any person who shall agree to subscribe for
shares pursuant to the Placing
"Placing" means the placing by Numis, as agent of and on behalf
of the Company, of any Open Offer Shares not subscribed for under
the Open Offer, on the terms and subject to the conditions of the
Sponsor and Placing Agreement and this Announcement
"Placing Price" means 10 pence per New Share
"Placing Shares" means the number of Open Offer Shares (if any)
not subscribed for under the Open Offer and to be issued pursuant
to the Placing
"Prospectus Regulation" means the Prospectus Regulation (EU)
2017/1129 and amendments thereto
"Regulation S" means Regulation S under the Securities Act
"Securities Act" means the United States Securities Act of 1933,
as amended
"Sponsor and Placing Agreement" means the sponsor and placing
agreement dated 16 November 2020 between the Company and Numis in
respect of Numis' role as sponsor and placing agent to the Company
in connection with the Capital Raise and Admission
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland
"United States" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
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END
ROIUPGMCPUPUGBW
(END) Dow Jones Newswires
December 04, 2020 02:00 ET (07:00 GMT)
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