TIDMIDOX
RNS Number : 8015R
IDOX PLC
14 December 2016
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
IDOX PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014. IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
14 December 2016
Idox plc
("Idox", the "Company" or the "Group")
Proposed acquisition of 6PM Holdings plc
Proposed accelerated bookbuild to raise up to circa GBP20.5
million
Idox plc (AIM: IDOX), a leading supplier of specialist
information management solutions and services, is pleased to
announce that it has today made a conditional voluntary offer to
acquire the entire issued share capital of 6PM Holdings plc, a
company listed on the Malta Stock Exchange, to be funded partly in
cash and partly by the issue and allotment to 6PM Shareholders of
Idox Shares (the "Offer"). The Offer values the entire issued share
capital of 6PM at GBP18.46 million.
In conjunction with the Offer, the Company announces it
intention to conduct a placing to raise gross proceeds of up to c.
GBP20.5 million (before expenses) through the issue of new ordinary
shares of 1 pence each in the Company (the "Placing Shares")(the
"Placing").
The Placing Shares are being offered by way of an accelerated
bookbuild ("Bookbuild"), which will be launched immediately
following this announcement. Nplus1 Singer Advisory LLP ("N+1
Singer") will be acting as sole bookrunner in connection with the
Bookbuild.
Highlights of the Acquisition
-- 6PM Group, founded in 2004, delivers software and solutions, principally to the UK NHS.
-- The Acquisition offers Idox the opportunity to expand
significantly its presence in the health and social care market
whilst playing to the public sector efficiency and cost saving
agenda.
-- The Acquisition broadens the Idox public sector product
offering, further expands its customer base providing cross-selling
opportunities and operational synergies, and is expected to enhance
Idox's digital services platform.
Financial effects of the Acquisition
-- The Acquisition is in line with Idox's target of achieving
GBP100m of revenues at sustainable margins in the short to medium
term, through a combination of organic growth and acquisitions.
-- The Directors believe the Acquisition will be earnings enhancing from FY17 onwards.
Andrew Riley, Chief Executive of Idox plc, commented:
"The acquisition of 6PM is in line with our strategy of becoming
a broader public sector provider and is expected to deliver a wide
range of potential benefits - significant expansion in the large
health and social care market, important enhancements to our
digital services platform, and exciting opportunities to cross sell
and derive operational synergies.
"It also plays very well to the public sector efficiency and
cost saving agenda and the overall focus of our business on serving
the public sector. We look forward to completing the fund raising
and acquisition and delivering the earnings enhancement that we
expect."
Expected Timetable
Publication of the Circular and 14 December 2016
announcement of the Offer
Publication of the Offer Document 14 December 2016
Latest time and date for receipt 10.30 am on 3
of Form of Proxy January 2017
Voting Record Date 6.00 pm on 3
January 2017
General Meeting 10.30 am on 5
January 2017
Latest time for acceptances from 11.00 am on 24
6PM Shareholders under the Offer January 2017
Latest time for satisfaction of 11.00 am on 24
all conditions under the Offer January 2017
Closing Date of the Offer 11.00 am on 24
January 2017
Admission of the Placing Shares 8.00 am on 26
("Placing Admission") January 2017
Where applicable, expected date 26 January 2017
for CREST accounts to be credited
in respect of Placing Shares in
uncertificated form
Where applicable, expected date week commencing
for posting of share certificates 30 January 2017
for Placing Shares in certificated
form
Admission of the Consideration 8.00 am on 1
Shares February 2017
Completion of the Offer and Settlement 3 February 2017
of the Offer Consideration
Each of the times and dates refer to London time and are subject
to change by the Company (with the agreement of N+1 Singer), in
which case details of the new times and dates will be notified to
the London Stock Exchange and the Company will make an appropriate
announcement through a Regulatory Information Service.
The issue and allotment of the Placing Shares is conditional on
the Offer becoming unconditional and the Placing is also
conditional, inter alia, on the passing of the Resolution. A
General Meeting is therefore being convened at 10.30 am on 5
January 2017 at Fairfax House, 15 Fulwood Place, London WC1V 6AY
for the purpose of considering the Resolution. The circular (the
"Circular"), which will provide further details of the Placing and
include a notice convening the General Meeting, is expected to be
sent to shareholders and be available on the Company's website
later today.
The Acquisition is not conditional on the Placing becoming
unconditional or completion of the Placing. In the event that the
conditions relating to the Offer are fulfilled (or waived by the
Company) but the Resolution is not passed or the Placing is
terminated prior to completion, the Company will utilize its
banking facilities and existing allotment authorities to complete
the Acquisition.
Additional information on the Placing is included below.
Attention is drawn to the section headed 'Important Information'
below and to the Appendix containing the terms and conditions of
the Placing (representing important information for Placees only).
The number of Placing Shares to be issued in connection with the
Placing will be agreed by Idox and N+1 Singer following the close
of the Bookbuild to further orders, and the results of the Placing
will be announced as soon as practicable thereafter. The timing of
the closing of the book, pricing and allocations is at the absolute
discretion of Idox and N+1 Singer.
Terms used but not defined in this announcement shall have the
meanings given to such terms in the Appendix. This announcement
contains inside information for the purposes of Article 7 of EU
Regulation 596/2014 ("MAR"). In addition, market soundings (as
defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and
its securities.
Enquiries:
Idox plc +44 (0) 870 333 7101
Laurence Vaughan, Non-Executive Chairman
Andrew Riley, Chief Executive
Jane Mackie, Chief Financial Officer
N+1 Singer (NOMAD and Broker) +44 (0) 20 7496 3000
Shaun Dobson
Liz Yong
James Hopton
Rachel Newton
MHP (Financial PR) +44 (0) 20 3128 8100
Reg Hoare
Andrew Leach
Charlie Barker
For more information see www.idoxplc.com
ADDITIONAL INFORMATION
Reproduced below without material adjustment is an extract from
the Chairman is letter to Shareholders, the full text of which will
be contained within the Circular expected to be posted to
Shareholders later today.
1. Introduction
The Company has today announced a conditional voluntary offer to
acquire the entire issued share capital of 6PM Holdings plc, a
company registered in Malta and listed on the Malta Stock Exchange,
to be funded partly in cash and partly by the issue and allotment
to 6PM Shareholders of Consideration Shares.
In conjunction with the Offer, the Company has also announced a
conditional Placing by N+1 Singer to raise gross proceeds of up to
GBP20.5 million by the issue and allotment of Placing Shares with
new and existing investors at the Placing Price.
The issue and allotment of the Placing Shares is conditional on
the passing of the Resolution and the
Placing is also conditional, inter alia, to the passing of the
Resolution. A General Meeting is therefore being convened at 10.30
a.m. on 5 January 2017 at Fairfax House 15 Fulwood Place, London
WC1V 6AY for the purpose of considering the Resolution. The Notice
of General Meeting containing the Resolution is set out at the end
of the Circular.
The purpose of the Circular is to explain the terms of the
Offer, provide details of the proposed Placing, explain why the
Directors are seeking authority from the Shareholders to dis-apply
pre-emption rights in order to issue and allot the Placing Shares
and why they recommend that you vote in favour of the
Resolution.
2. Background to the Offer
The Offer offers Idox the opportunity to significantly expand
its health and social care presence and enhances Idox's digital
service platform. This follows on from the acquisition of Open
Objects, which provides social care customer solutions, in July
2016. The Directors believe that there is an increasing overlap
between the social care and healthcare sectors and therefore that
the acquisition of 6PM will allow Idox to supply both sectors.
3. Information on 6PM
6PM Group, founded in 2004, delivers healthcare solutions,
principally to the NHS within the UK, using a combination of
proprietary software, infrastructure, and professional services
that enables healthcare organisations to enhance and optimise
efficiency. The market is influenced by strong regulatory and
clinical drivers. The products consist of primarily Hospital
Management Solutions, Clinical Systems and Mobile Health
Solutions.
6PM's hospital management solution ('iFIT') provides hospitals
with the ability to track patient records, assets and people using
RFID and barcoding technology, and is fully compliant with the GS1
Standard.
iFIT has relationships with 22 hospital trusts in the UK
primarily for records management and for managing assets more
efficiently.
6PM also provides several clinical solutions to manage dementia,
stroke care, HIV and sexual health. The sexual health clinical
system (Lillie) is used by a large number of sexual health clinics
within the UK and manages the full scope of health professional and
patient interaction. 6PMs HIV product (Climate-HIV) is believed to
be the only specialist HIV clinical system in the UK market.
6PM's Emcare product is a mobile product that supports
independent living for the elderly and those requiring care
services, by providing real-time health and environmental
monitoring. Used by over 10,000 subscribers, the service provides
alerts in the event of an emergency and can, via integration with a
range of digital healthcare equipment, monitor vital signs that can
be analysed by health care professionals to also provide care
proactively.
The 6PM Group has offices in the UK, Ireland, Macedonia and
Malta and employs approximately 170 staff.
6PM Financials
A summary of the reported financial results of 6PM for the years
ended 31 December 2011, 2012, 2013, 2014 and 2015 are presented
below. The Directors' estimates for the year ended 31 December
2016, following completion of the Acquisition and adoption of
IDOX's accounting policies, are also presented. Further information
on accounting policies is described in paragraph 5.
Year ended 2011A 2012A 2013A 2014A 2015A 2016E
31 December
Revenue GBP5.32m GBP7.16m GBP9.25m GBP9.68m GBP11.33m GBP11.7m
EBITDA (GBP0.16m) GBP0.82m GBP1.14m GBP1.49m GBP2.19m GBP2.9m
4. Summary of the key terms of the Offer
The Company has made a conditional voluntary public offer to 6PM
Shareholders to acquire the entire issued share capital of 6PM for
88 pence per 6PM Share.
The Offer values the entire issued share capital of 6PM at
GBP18.46 million. Taking into account, inter alia, net debt
(including c. EUR13 million 5.1 per cent. unsecured 2025 bonds
listed on the Malta Stock Exchange) and working capital
requirements, the Directors consider the enterprise value of 6PM to
be approximately GBP35 million.
Under the terms of the Offer, the Offer Consideration will be
payable to 6PM Shareholders as either the Combined Consideration or
the Alternative Consideration. The Combined Consideration is
comprised of the Cash Component of 44 pence in cash per 6PM Share
and the Idox Share Component of 0.6542 new Consideration Shares per
6PM Share, based on the Closing Price of 67.25 pence per Idox Share
on 12 December 2016, being the Last Practicable Date. Pursuant to
the Malta Stock Exchange Listing Rules, the Company is also
required to offer a full cash alternative. Any 6PM Shareholders who
elect to receive the Alternative Consideration will be entitled to
receive 88 pence per 6PM Share in cash only.
The Offer is expected to remain open for four weeks and it is
expected that the Offer will become unconditional as to acceptances
by 24 January 2017 and will be completed by 3 February 2017. It is
expected that the Consideration Shares will be admitted to trading
on AIM by no later than 8.00 a.m. on 1 February 2017.
Idox has received irrevocable undertakings dated 13 December
2016 from six major shareholders of 6PM, holding an aggregate of
14,675,483 6PM Shares, representing 69.94 per cent. of the 6PM
Issued Share Capital, and each of those 6PM Shareholders undertook,
subject to certain conditions, to accept the Offer.
These shareholders have irrevocably undertaken to accept the
Combined Consideration in respect of 50.06 per cent. of the 6PM
Issued Share Capital and the balance in cash (being the Alternative
Consideration). If all other 6PM Shareholders elect to receive the
Combined Consideration then the Offer Consideration will be a total
of approximately GBP11.07 million in cash and 10,998,479
Consideration Shares. If however, all of the 6PM Shareholders
elected to receive the Alternative Consideration then the Offer
Consideration will be approximately GBP13.84 million in cash and
6,872,143 Consideration Shares.
The Offer is not subject to any of the conditions of the Placing
being fulfilled, neither, is it conditional on the Placing itself.
It is however, subject to the following conditions:
i. a minimum acceptance threshold of ninety per cent. (90 per cent.) of the 6PM Shares;
ii. no material adverse change taking place, following the
Announcement and until Completion, in relation to the financial
condition, business, assets or results of operation of 6PM;
iii. following the Announcement and until Completion, 6PM
continuing to conduct its business in an ordinary manner;
iv. no court or governmental or other regulatory authority
(including any applicable securities exchange) taking any legal
action which restrains or prohibits the Offer or the completion of
same in any manner; and
v. the major shareholders not terminating and/or breaching their
irrevocable undertakings and, accordingly, the irrevocable
undertakings remaining valid and in full force and effect up to and
including the Closing Date.
The Closing Date for the acceptance of the Offer by 6PM
Shareholders is 11.00 a.m. on 24 January 2017. Where Idox acquires
and becomes entitled to hold more than ninety per cent. (90 per
cent.) of the issued share capital and voting rights in 6PM (the
"Squeeze Out Threshold") and following Completion, Idox shall
become entitled to exercise its right (the "Squeeze Out Right") set
out in the Malta Stock Exchange Listing Rules to require all the
remaining 6PM Shareholders to sell and transfer to Idox the
remaining 6PM Shares, and each remaining 6PM Shareholder will have
the right to require Idox to purchase the remaining 6PM Shares, in
both cases at a fair price payable in cash within a maximum period
of ninety (90) calendar days from the Closing Date.
In accordance with the Malta Stock Exchange Listing Rules, once
the Squeeze Out Threshold is reached and the Squeeze Out Right is
triggered, an independent expert is required to draw up a report
determining the price considered to be a fair and reasonable value
of those remaining 6PM Shares. The Company will appoint Grant
Thornton Malta to prepare the required report, if required.
The Offer is not conditional on the Placing becoming
unconditional or completion of the Placing. In the event that the
conditions relating to the Offer are fulfilled (or waived by the
Company) but the Resolution is not passed or the Placing is
terminated for some other reason, the Company will drawdown
sufficient funds under its banking facilities with Royal Bank of
Scotland Plc and Silicon Valley Bank in order to fulfil its
obligations to pay the Cash Component and the Alternative
Consideration.
5. Effects of the Offer
In the event that the Offer is successful, Idox intends to
maintain the 6PM Group's current business focus but to accelerate
its plans for growth. The 6PM Group will become the health division
of Idox's government portfolio of software and solutions. Its
technology will also be used in combination with other capabilities
within the Group to deliver cross-selling benefits across the
Group's customer base. Idox intends for 6PM to implement its
group-wide finance and enterprise resource planning ("ERP") system
to provide stronger and more standardised information and
controls.
Leveraging the recent acquisition of Open Objects and the
Group's entry into the social care market, the Directors believe
that the Offer will facilitate the Group's entry into the UK health
market. Following implementation of the Directors' synergy plan,
the Acquisition is expected to be earnings accretive in the current
financial year and beyond.
Integration plan
Idox does not intend, as a direct consequence of the
Acquisition, to implement any material changes to the general
business of the 6PM Group or to the employees of or the current
conditions of employment in place at 6PM. The Directors' present
intentions are to continue with current operations in Malta and
Macedonia. However, Idox does intend to accelerate existing
management's plans to focus 6PM Group's business on health, to
invest in additional sales resources, give 6PM access to the
Group's UK infrastructure, systems and resources, and to rebrand
6PM. The Directors expect that the Acquisition will lead to
cross-selling opportunities across the Group's customer base and
that certain synergies will be achievable immediately.
Legal Structure
In the UK and Ireland where Idox Group has existing legal
entities, 6PM Group's structure will be consolidated
post-Acquisition to simplify the legal structure of the Idox Group.
This is not intended to impact on operations in those
territories.
6PM Board
Post-Acquisition, the board of directors of 6PM Holdings plc
will be comprised of the following pre-
Acquisiton directors.
Ivan Bartolo, Chief Executive Officer
Stephen Wightman, Deputy Chief Executive Officer
It is intended that Andrew Riley, CEO and Jane Mackie, CFO of
Idox will join the board of 6PM on completion of the
Acquisition.
Accounting policies
The 6PM Shares are admitted to trading on the Malta Stock
Exchange, where certain published standards with regards to the
production, publication and auditing of financial information are
in place. However, the Directors believe that following the
Acquisition, material adjustment will need to be made to the manner
in which 6PM's financial statements are prepared to achieve
consistency with Idox's accounting policies (including disclosures
that would be required in order to present the historical financial
information of 6PM in a manner consistent with the application of
policies followed by Idox, particularly with regard to revenue
recognition and intangible assets).
6PM reported revenues of GBP11.33m and EBITDA of GBP2.19m in its
last audited financial year (FY2015). Under the expected
reconciliation to Idox's accounting policies, certain of 6PM's
revenues that were recognised in its accounts in (i) FY2015 and
(ii) FY2016 would instead be recognised in (i) FY2016 and
FY2017 and (ii) FY2017 and FY2018 respectively.
As a consequence, application of these same accounting policies
are estimated to be likely to increase profit for 6PM for 2016 and
2017. The Directors can only estimate the likely impact at this
stage as additional accounting work is ongoing as to the timing of
revenue recognition under Idox's policies.
The value of 6PM net assets reported in FY2015 was GBP15.8m.
Following the Acquisition, the Directors expect that the value of
the net assets of 6PM under Idox's accounting policies will be
reduced materially.
The Directors believe that the Acquisition will be beneficial to
the Company, providing a route into the strategically important
public health sector through the acquisition of an established
player with a significant number of NHS relationships. The
Acquisition is expected to be earnings enhancing for Idox in its
2017 financial year and beyond. The Directors do not believe that
any similar acquisition opportunities exist in the UK market that
would give the Company such an established footprint, and that the
investment that would be required to establish the Company as a new
entrant in this market organically would be prohibitively expensive
and time-consuming.
6. Current Trading
The Company has today published its final results for the
financial year ended 31 October 2016, which include the following
highlights[1][2]:
-- Revenues up 23 per cent. to GBP76.7m (2015: GBP62.6m)
-- Adjusted EBITDA increased 18 per cent. to GBP21.5m (2015: GBP18.2m)
-- Adjusted EBITDA margin 28.0 per cent. (2015: 29.1 per cent.)
-- Adjusted profit before tax was GBP16.7m, up 15 per cent. (2015: GBP14.5m)
-- Adjusted EPS 4.11p up 25 per cent. (2015: 3.28p)
-- Statutory profit before tax was 33 per cent. higher at GBP13m (2015: GBP9.8m)
-- Statutory basic EPS increased by 49 per cent. to 3.30p (2015: 2.21p)
The Directors believe the Group has started the new financial
year strongly, building on the performance in FY2016, having
integrated recent acquisitions and have had early successes winning
contracts. The Group is well positioned in its markets and has a
strong revenue visibility, order book and pipeline.
7. The Placing
The Placing Shares will be conditionally placed by N+1 Singer as
agent for the Company, with new and existing institutional and
other investors in accordance with the terms of the Placing
Agreement.
The Placing Shares will, when issued, rank in full for all
dividends declared, made or paid after the date of their issue and
otherwise pari passu with the Existing Ordinary Shares.
8. The Placing Agreement
N+1 Singer has entered into the Placing Agreement with the
Company whereby it has agreed to use its reasonable endeavours, as
agent for the Company, to procure placees for the Placing Shares at
the Placing Price.
The Placing Agreement contains warranties from the Company in
favour of N+1 Singer in relation to, inter alia, the accuracy of
the information in the Circular and other matters relating to the
Idox Group, the Offer and the 6PM Group and its business. In
addition, the Company has agreed to indemnify N+1 Singer in
relation to certain liabilities that it may incur in connection
with the Placing.
The Placing is conditional on, inter alia, all conditions in the
Offer Document having been satisfied (or where appropriate, waived
by the Company), the passing of the Resolution and the Placing
Agreement becoming or being declared unconditional in all respects
and it not being terminated before Placing Admission and Placing
Admission occurring by no later than 26 January 2017 or such later
date as the Company and N+1 Singer shall agree provided that this
is not later than 23 February 2017.
N+1 Singer has the right to terminate the Placing Agreement in
certain circumstances prior to Placing Admission, in particular, in
the event of a breach of the warranties, the Offer lapsing or a
material adverse change in the financial position or prospects of
the Group.
Application will be made to the London Stock Exchange Plc for
the Placing Shares and the Consideration Shares to be admitted to
trading on AIM. It is expected that Placing Admission will become
effective and that dealings in the Placing Shares will commence on
AIM at 8:00 a.m. on 26 January 2017 and that Offer Admission will
become effective and that dealings in the Consideration Shares will
commence on AIM at 8:00 a.m. on 1 February 2017.
9. Use of Proceeds
The net proceeds of the Placing (assuming that an aggregate of
6,872,143 Consideration Shares are issued to 6PM Shareholders,
being 25.03 per cent. of the overall consideration payable to 6PM
Shareholders under the Offer) will be used as set out below:
GBPm
Cash consideration payable to 6PM Up to 13.8
Shareholders*
6PM net debt and working capital requirement 5.0
Costs of the Offer and the Placing 1.7
Total* Up to 20.5
*The exact cash consideration payable to 6PM Shareholders
depends on uptake of the Combined
Consideration and the Alternative Consideration
10. General Meeting
Set out at the end of the Circular is a notice convening a
General Meeting to be held at Fairfax House, 15 Fulwood Place,
London WC1V 6AY at 10.30 a.m. on 5 January 2017 for the purposes of
considering and, if thought fit, passing the Resolution.
The Resolution proposed is a special resolution, to permit the
Directors to allot the Placing Shares for cash on a non-pre-emptive
basis.
The authorities set out in the Resolution are in addition to the
existing authorities granted at the annual general meeting of the
Company held on 25 February 2016. The Directors' will use the
existing authorities to allot the Consideration Shares and to
authorise the Directors' to allot the Placing Shares.
If the Resolution is not passed at the General Meeting or an
adjourned meeting by the dates specified in the Placing Agreement,
the conditions of the Placing Agreement will not be satisfied.
Consequently, in these circumstances the Placing will not occur,
but the Company will still be required to proceed with the
Offer.
11. Action to be taken
A Form of Proxy for use at the General Meeting will accompany
the Circular. Whether or not you intend to attend the General
Meeting it is important that you complete and sign the Form of
Proxy. It should be completed and signed in accordance with the
instructions thereon and returned to the Company's registrars,
Neville Registrars Limited, Neville House, 18 Laurel Lane,
Halesowen, BD63 3DA as soon as possible, but in any event, so as to
be received by no later than 10.30 a.m. on 3 January 2017 (or, in
the case of an adjournment, not later than 48 hours before the time
fixed for the holding of the adjourned meeting).The completion and
return of a Form of Proxy will not preclude Shareholders from
attending the General Meeting and voting in person should they so
wish.
If you hold your shares in the Company in uncertificated form
(that is, in CREST) you may vote using the CREST proxy appointment
service in accordance with the procedures set out in the CREST
Manual (please also refer to the accompanying notes to the Notice
of the General Meeting set out at the end of the Circular). Proxies
submitted via CREST must be received by the Company by no later
than 10.30 a.m. on 3 January 2017 (or, in the case of an
adjournment, not later than 48 hours before the time fixed for the
holding of the adjourned meeting).
12. Directors' Recommendation
The Board considers that the Placing is in the best interests of
the Idox Group and Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders to
vote in favour of the Resolution to be proposed at the General
Meeting as they intend to do so in respect of their own beneficial
holdings amounting, in aggregate, to 13,589,826 Ordinary Shares,
representing approximately 3.7 per cent. of the Existing Ordinary
Shares.
FORWARD LOOKING STATEMENTS
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Enlarged Group's
financial position, business strategy, plans and objectives of
management for future operations, or any statements proceeded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Enlarged Group to be materially different from
future results, performance or achievements expressed or implied by
such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Enlarged Group's
present and future business strategies and the environment in which
the Enlarged Group will operate in the future. These forward
looking statements speak only as at the date of this Announcement.
The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based
unless required to do so by applicable law or the AIM Rules.
APPIX - TERMS AND CONDITIONS OF THE PLACING
UNLESS DEFINED BELOW CAPITALISED TERMS ARE AS DEFINED AT THE OF
THIS APPIX.
IMPORTANT INFORMATION - FOR INVITED PLACEES ONLY REGARDING THE
PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT 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 FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING 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 TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN IDOX PLC. THIS
ANNOUNCEMENT HAS BEEN ISSUED BY THE COMPANY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OR SOLICITATION OF SECURITIES
FOR ISSUE, SALE, TRANSFER OR ACQUISITION IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS AND ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY
JURISDICTION, INCLUDING CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA AND JAPAN, IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION AND
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(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 THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, Nplus1 Singer Advisory
LLP ("N+1 Singer") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa or in any other jurisdiction. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this
Announcement.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 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;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of N+1 Singer has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement;
and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA or any other regulatory body in
any Relevant Member State in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of
the information contained in this Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on
behalf of the Company on or prior to the date of this Announcement
(the "Publicly Available Information") and subject to any further
terms set forth in the form of confirmation to be sent to
individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, the Company or any other person and none of N+1 Singer, the
Company or any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, N+1
Singer, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees to subscribe for
the Placing Shares at the Placing Price, such subscription
commitments being conditional upon the conditions (summarised
below) being satisfied by the Company or otherwise waived by N+1
Singer.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Placing Admission will take place at 08.00
a.m. on or around 26 January 2017 and that dealings in the Placing
Shares on AIM will commence at the same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and broker to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("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 N+1 Singer or for
providing advice in relation to the matters described in this
Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer to participate.
N+1 Singer and any of its respective affiliates are entitled to
participate in the Placing as principal.
3 The Placing Price and number of Placing Shares will be agreed
between the Company and N+1 Singer at the close of the Bookbuild.
The Placing Price will be payable by all Placees to N+1 Singer (as
agent of the Company).
4 Each Placee's allocation is determined by N+1 Singer in its
discretion following consultation with the Company and has been or
will be confirmed orally by N+1 Singer and a form of confirmation
will be dispatched as soon as possible thereafter. That oral
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of N+1 Singer and the Company, under which it agrees to
acquire the number of Placing Shares allocated to the Placee at the
Placing Price and otherwise on the terms and subject to the
conditions set out in this Announcement and in accordance with the
Company's articles of association. Except with N+1 Singer's written
consent, such commitment will not be capable of variation or
revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to each such Placee by N+1 Singer. The
terms of this Announcement will be deemed incorporated in that form
of confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
7 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8 All obligations of N+1 Singer under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates,
agents, directors, officers, consultants, (c) to the extent not
contained within (a) or (b), any person connected with N+1 Singer
as defined in the Financial Services and Markets Act 2000 ("FSMA")
((b) and (c) being together "affiliates" and individually an
"affiliate" of N+1 Singer), (d) any person acting on N+1 Singer's
behalf, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither N+1 Singer, nor any of its respective
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting
the Placing as N+1 Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation by N+1 Singer, as soon as it is
able which will confirm the number of Placing Shares allocated to
them, the Placing Price and the aggregate amount owed by them to
N+1 Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB0002998192) following Placing Admission will take place within
the CREST system, subject to certain exceptions. Settlement through
CREST is expected to take place on 26 January 2017 unless otherwise
notified by N+1 Singer and Placing Admission is expected to occur
no later than 8.00 a.m. on 26 January 2017 unless otherwise
notified by N+1 Singer. Placing Admission and Settlement may occur
at an earlier date, which if achievable, will be notified through a
Regulatory Information Service. Settlement will be on a delivery
versus payment basis. However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and N+1 Singer may
agree that the Placing Shares should be issued in certificated
form. N+1 Singer reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by
such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in a Placee's
jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee is deemed to agree that if it does not comply with
these obligations, N+1 Singer may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for N+1
Singer's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the
amount owed by it and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
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 United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the Company having complied in all material respects with
its obligations under, and having satisfied all other conditions to
be performed or satisfied by it under the Placing Agreement which
fall to be satisfied on or prior to Placing Admission;
(b) the Company's offer for the entire issued share capital of
6PM Holdings plc becoming or being declared unconditional in all
respects;
(c) the warranties given by the Company and contained in the
Placing Agreement being true and accurate in all material respects
as at the date of Placing Admission by reference to the facts and
circumstances then subsisting;
(d) N+1 Singer's obligations under the Placing Agreement not
being terminated in accordance with its terms; and
(e) Placing Admission occurring by not later than 8.00 a.m. on
26 January 2017 (or such later date as the Company and N+1 Singer
may agree in writing);
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or waived in accordance with the Placing Agreement
within the stated time periods (or such later time and/or date as
the Company and N+1 Singer may agree, provided that the time for
satisfaction of the condition set out in (e) above shall not be
extended beyond 8.00 a.m. on 23 February 2017), or the Placing
Agreement is terminated in accordance with its terms, the Placing
will lapse and the Placee's rights and obligations shall cease and
terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof.
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
Placing" below and will not be capable of rescission or termination
by it.
Some or all of the conditions may be waived in whole or in part
by N+1 Singer, in its absolute discretion by notice in writing to
the Company and N+1 Singer may also agree in writing with the
Company to extend the time for satisfaction of any condition. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of N+1 Singer.
Termination of the Placing
N+1 Singer may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Placing Admission if, inter
alia:
1 the Company's offer for the entire issued share capital of 6PM
Holdings plc (the "Offer") lapses, is withdrawn or otherwise
terminates prior to becoming or being deemed to be unconditional in
all respects;
2 the Company fails to comply with any of its material
obligations under the Placing Agreement, the terms of the Placing
or the Offer or applicable law or regulation in relation to the
Placing and/or the Offer which, in any such case, N+1 Singer
considers to be material in the context of the Placing;
3 any of the warranties contained in the Placing Agreement has
become untrue and inaccurate in any material respect by reference
to the facts or circumstances subsisting at that time; or
4 any statement contained in any of the documents prepared
and/or published in respect of the Placing and/or the Offer is or
has become untrue, incorrect or misleading in any material respect,
or any matter has arisen which would, if the Placing were made at
that time, constitute a material omission from the such documents
or any of them;
5 in the reasonable opinion of N+1 Singer, there shall have been
any material adverse change in, or any development reasonably
likely to involve a prospective material adverse change in the
condition (financial, operational, legal or otherwise) or the
earnings, business affairs or business prospects of the Company's
group taken as a whole, whether or not arising in the ordinary
course of business;
6 there has occurred any material adverse change in the
financial markets in the United Kingdom or the international
financial markets, any outbreak of hostilities or escalation of
hostilities or other calamity or crisis or any change or
development involving a prospective change in national or
international political, financial or economic conditions, or
currency exchange rates, in each case the effect of which is such
as to make it, in the judgment of N+1 Singer (acting reasonably),
impracticable or inadvisable to proceed with the Placing in the
manner contemplated or which may materially and adversely affect
the success of the Placing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and N+1 Singer that the exercise by the Company or N+1
Singer of any right of termination, waiver of any condition or
decision to extend (or not) the time for satisfaction of any
condition, or any other right or other discretion under the Placing
Agreement shall be within the absolute discretion of the Company or
N+1 Singer and that neither of the Company nor N+1 Singer need make
any reference to such Placee and that neither N+1 Singer, the
Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
acknowledges, undertakes and agrees (for itself and for any such
prospective Placee) that, in each case as a fundamental term of
such Placee's application for Placing Shares, (save where N+1
Singer expressly acknowledges in writing to the contrary):
1 it has read, understood and accepts the terms and conditions
set out within this Announcement in its entirety and that its
acquisition of the Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Placing Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, 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 that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares 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 neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested neither
of N+1 Singer, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5 neither N+1 Singer, any person acting on behalf of them or any
of their respective affiliates, agents, directors, officers or
employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6 (a) the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in the Publicly Available Information,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has
made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on Publicly Available Information;
(b) neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
(d) it has not relied on any investigation that N+1 Singer or
any person acting on their behalf may have conducted with respect
to the Company, the Placing or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
persons acting on behalf of it is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or
otherwise;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Republic of South Africa or Japan and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, South Africa or Japan
or in any country or jurisdiction where any such action for that
purpose is required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) under
those laws or otherwise and complied with all necessary formalities
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;
10 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, or subject to the laws of the
United States, Australia, Canada, Japan or the Republic of South
Africa, and it acknowledges;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and 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;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15 neither N+1 Singer, its respective affiliates, agents,
directors, officers or employees nor any person acting on behalf of
any of them is acting for or representing it, making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of N+1 Singer and N+1 Singer has no duties
or responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
17 no action has been or will be taken by any of the Company,
N+1 Singer or any person acting on their behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be; and
18.1 neither N+1 Singer nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement; and
18.2 each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees
to pay the Company and N+1 Singer in respect of the same (including
any interest or penalties) on the basis that the Placing Shares
will be allotted to a CREST stock account of N+1 Singer or
transferred to a CREST stock account of N+1 Singer who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised as
fiduciary or agent to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person and (b) it is and will remain liable to the
Company and N+1 Singer 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);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it 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;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it will not make an offer to the public of the Placing Shares
and it 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 the expiry of a period of six months from Placing
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 and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Directive;
23 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
("Qualified Investor"), being a person falling within Article
2.1(e) the Prospectus Directive. For such purposes, it undertakes
that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its
business only;
24 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges that this
Announcement is not being issued by N+1 Singer as an authorised
person under section 21 of FSMA and therefore it is not subject to
the same controls applicable to a financial promotion made by an
authorised person;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired 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
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer has been given to the offer or
resale;
27 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
28 neither N+1 Singer nor any of its respective affiliates,
agents, directors, officers or employees or 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;
29 acknowledges and accepts that N+1 Singer may, in accordance
with applicable legal and regulatory provisions, engage in
transactions in relation to the Placing Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise and, except as required by
applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions;
30 N+1 Singer and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
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 and, 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 N+1 Singer and/or any of
its respective affiliates, acting as an investor for its or their
own account(s) and neither N+1 Singer 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;
31 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (together, 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;
32 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
EU 596/2014 and the Proceeds of Crime Act 2002 and confirms that it
has and will continue to comply with those obligations;
33 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (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 and pending the
provision to N+1 Singer's or the Company's registrars, as
applicable, of evidence of identity, no Placing Shares will be
registered in the name of any such person and definitive
certificates in respect of the Placing Shares may be retained at
N+1 Singer's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
N+1 Singer's or the Company's registrars', as the case may be,
absolute discretion and if within a reasonable time after a request
for verification of identity N+1 Singer's (for itself and as agent
on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, N+1 Singer 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;
34 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions 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 or N+1
Singer's conduct of the Placing;
35 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing and it has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
36 it irrevocably appoints any duly authorised officer of N+1
Singer 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;
37 the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to N+1 Singer, on their own behalf and on behalf of the
Company and are irrevocable;
38 time is of the essence as regards its obligations under this Announcement;
39 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 N+1 Singer;
40 the Placing Shares will be issued subject to the terms and
conditions of this Announcement; and
41 to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in this Announcement;
42 these terms and conditions in this Announcement and all
documents into which this Announcement is incorporated by reference
or otherwise validly forms a part and/or any agreements entered
into pursuant to these terms and conditions and all agreements to
acquire shares pursuant to the Placing will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of any such contract (whether
under contract or otherwise), 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 N+1 Singer 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; save that
43 nothing in this Announcement shall exclude any liability of
any person for fraudulent misrepresentation.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after-tax
basis and hold the Company, N+1 Singer and each of their respective
affiliates, agents, directors, officers and employees 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 given by the Placee (and any person
acting on such Placee's behalf) in this Announcement or incurred by
N+1 Singer, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect 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 non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and N+1 Singer in the event that
either the Company and/or N+1 Singer has incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Announcement are given to N+1 Singer
for itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer may (at its absolute
discretion) satisfy their obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from N+1 Singer's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
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.
DEFINITIONS
The following definitions apply in this Appendix to the
Announcement and, as the context shall admit, in the
Announcement:
"Act" the Companies Act 2006 (as amended);
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules for
Nominated Advisers as applicable, published by London Stock
Exchange;
"Announcement" this Announcement (including this Appendix and
the information contained herein);
"Articles" the articles of association of the Company;
"Business Day" any day on which banks are generally open in
England and Wales for the transaction of business, other than a
Saturday, Sunday or public holiday;
"Closing Price" the closing middle market quotation of an
Ordinary Share as derived from the AIM Appendix to the Daily
Official List of the London Stock Exchange;
"Company" or "IDOX" IDOX plc, a company incorporated in England
and Wales with registered number 03984070 with its registered
office at Second Floor, 1310 Waterside, Arlington Business Park,
Theale, Reading, RG7 4SA;
"CREST" the computerised settlement system to facilitate
transfer of the title to an interest in securities in uncertified
form operated by Euroclear UK and Ireland Limited;
"Directors" or the "Board" the directors of the Company on the
date of this Announcement;
"Existing Ordinary Shares" the 364,012,063 Ordinary Shares in
issue as at the date of this Announcement;
"Form of Confirmation" the form of confirmation to be despatched
by N+1 Singer to each Placee in connection with the Placing
following receipt of the each Placee's firm order;
"Group" the Company and its subsidiary undertakings;
"Issue Documents" this Announcement, the Placing Agreement and
each further announcement or other document used in connection with
the Placing;
"London Stock Exchange" London Stock Exchange plc;
"Material Adverse Effect" means an effect which in the opinion
of N+1 Singer (acting in good faith):
(a) is or will or is likely to be materially prejudicial to the
prospects or financial position of the Company; and which
(b) by itself or together with any other such occurrence, is
material in the context of the Placing;
"N+1 Singer" Nplus1 Singer Advisory LLP, acting as nominated
adviser and broker to the Company in respect of the Placing, and
where the context allows, its affiliates;
"Ordinary Shares" the ordinary shares of 0.2 pence each in the
capital of the Company;
"Placees" those persons procured by N+1 Singer acting as agent
for the Company who have agreed to subscribe for all or any of the
Placing Shares pursuant to the Placing;
"Placing" the conditional placing by N+1 Singer on behalf of the
Company of the Placing Shares at the Placing Price, in accordance
with the Placing Agreement;
"Placing Admission" admission of the Placing Shares to trading
on AIM;
"Placing Agreement" the agreement dated 14 December 2016 between
Company and N+1 Singer in relation to the Placing;
"Placing Price" the price per Placing Share at which Placees
agree to subscribe as part of the accelerated bookbuilding
process;
"Placing Shares" the new ordinary shares of 1 pence each in the
capital of the Company to be issued and allotted in connection with
the Placing;
"Regulatory Information Service" the regulatory information
service approved by the London Stock Exchange for the distribution
of AIM announcements; and
"Resolution" the resolution to be proposed at the General
Meeting which is set out in the Notice of General Meeting.
[1] Adjusted EBITDA is defined as earnings before amortisation,
depreciation, restructuring, acquisition, corporate finance and
share option costs
[2] Adjusted profit before tax and adjusted EPS excludes
amortisation on acquired intangibles, restructuring and acquisition
costs
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQUSSNRNWAUARA
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December 14, 2016 02:01 ET (07:01 GMT)
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