TIDMIMO
RNS Number : 9570T
IMImobile PLC
11 January 2017
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
11 January 2017
IMImobile PLC
("IMImobile" or the "Company")
Share Exchange & Proposed Placing of New Ordinary Shares
IMImobile (AIM: IMO) announces that it has been notified by
Viswanatha Alluri, Non-Executive Director of the Company and
Shyamprasad Bhat, CTO both founders of the Company, (together the
"Founding Shareholders") of their intention to exercise their right
to exchange their shareholdings in IMI Mobile Private Limited
("PVT") for ordinary shares of 10 pence each in the Company
("Ordinary Shares") in accordance with the terms of the
relationship agreement (the "Relationship Agreement") described in
paragraph 13.5 of Part IV of the Admission Document published by
the Company on 18 June 2014.
To facilitate the payment of tax and other costs arising from
this transaction the Founding Shareholders intend to sell 30% of
their shareholdings in PVT at the same time as exchanging the
remainder of their PVT shares into Ordinary Shares. As such, the
Company is announcing a proposed placing of 3,389,881 new Ordinary
Shares (the "Placing" or the "Placing Shares") to acquire the
Founding Shareholders' PVT shares. As a result of the
reorganisation of the share capital of the Company and PVT, the
Placing will be non-dilutive to the existing shareholders in the
Company.
Under the terms of the Relationship Agreement, the Founding
Shareholders have the right to exchange their PVT shares on the
basis of one PVT share for three Ordinary Shares (the "Share
Exchange") or to require the Company to purchase those shares on
the basis of a price which is three times the price of an Ordinary
Share (the "Acquisition"). The PVT shares in aggregate represent
rights over 11,299,599 Ordinary Shares representing approximately
18.6 per cent. of IMImobile's enlarged issued capital following
completion of the Share Exchange and Placing. The Company has been
notified by the Founding Shareholders that they are exercising
their rights under the Share Exchange provisions in respect of
2,636,573 PVT shares (representing 7,909,719 Ordinary Shares
representing approximately 13.0 per cent. of IMImobile's existing
issued share capital on a fully diluted basis) and under the
Acquisition provisions in respect of their remaining 1,129,960 PVT
shares. As a result of the Share Exchange and Acquisition, the
Company will own 99.99% of the issued share capital of PVT.
Proposed Placing
In order to facilitate the Acquisition, IMImobile announces that
it intends to place 3,389,881 new Ordinary Shares at a price of 159
pence per Placing Share (the "Placing Price"), representing
approximately 5.6 per cent. of IMImobile's enlarged issued capital
following completion of the Share Exchange and Placing, raising
gross proceeds of GBP5.4 million.
The proceeds of the Placing will be used to acquire 1,129,960
shares in PVT for an aggregate cash consideration of approximately
GBP5.4 million representing a price of 477p per PVT share, that
price being three times the price of an Ordinary Share.
Following the proposed Share Exchange and Placing the Founding
Shareholders shareholdings will be as follows:
-- Viswanatha Alluri will hold 6,739,707 Ordinary Shares,
representing approximately 11.1 per cent. of IMImobile's share
capital; and
-- Shyamprasad Bhat will hold, 1,170,012 Ordinary Shares,
representing approximately 1.9% per cent. of IMImobile's share
capital.
In aggregate, the Founding Shareholders will hold 7,909,719
Ordinary Shares representing approximately 13.0 per cent. of
IMImobile's issued share capital following the Share Exchange and
Placing. All costs of the proposed Share Exchange and Placing will
be borne by the Founding Shareholders.
A further announcement will be made once the Placing has been
completed. Investec and Whitman Howard are acting as joint
bookrunners and brokers (together the "Joint Bookrunners" and
"Joint Brokers") in respect of the Placing.
The Appendix to this announcement (which forms part of the
announcement) sets out the terms and conditions of the Placing and
expressions used in this announcement shall have the meanings set
out in the Definitions section of the Appendix.
Total Voting Rights
Following the Share Exchange, Placing and Admission, the
Company's enlarged issued share capital will comprise 60,621,781
Ordinary Shares of 10 pence each. The Company holds zero shares in
treasury.
Therefore, when calculating voting rights, shareholders should
use the figure of 60,621,781 as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure and
Transparency Rules.
The two B Shares (which are described in paragraph 5.2.16 Part
IV of the Admission Document published by the Company on 18 June
2014) will cease to have voting rights following the completion of
the Share Exchange. The Company will redeem the B Shares at par
from the proceeds of the placing in accordance with the Company's
articles of association at which time the Relationship Agreement
will be terminated. In addition the Company will propose a
resolution at its next general meeting to remove references to the
B Shares from its articles of association.
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.
For further information please contact:
IMImobile PLC c/o Redleaf Communications
Jay Patel, Chief Executive Officer Tel: +44 (0)20 7382 4769
Mike Jefferies, Chief Financial Officer
Redleaf Communications - PR adviser Tel: +44 (0)20 7382 4769
Charlie Geller imimobile@redleafpr.com
Sam Modlin
Investec Bank - Nominated Adviser and Broker Tel: +44 (0)207 597 4000
Dominic Emery
Henry Reast
Whitman Howard - Joint Broker Tel: +44 (0) 207 659 1234
Ranald McGregor-Smith
Francis North
About IMImobile PLC
IMImobile is a cloud communications software and solutions
provider that enables companies to use mobile and digital
technologies to communicate and engage with their customers.
Organisations that trust us to deliver smarter digital customer
engagement solutions include Vodafone, O2, Telefonica, Aircel,
Airtel, EE, BSNL, AT&T, MTN, France Telecom, Centrica,
Universal Music, Tata, the AA, the BBC and major financial
institutions.
IMImobile is headquartered in London with offices in Hyderabad,
Atlanta, Dubai and Johannesburg and has over 800 employees
worldwide. IMImobile is quoted on the London Stock Exchange's AIM
market with the TIDM code IMO.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS: (A) WHO, IF IN THE UNITED KINGDOM, HAVE
BEEN SELECTED BY THE RELEVANT BROKER AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19 (5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMED) (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.") OF THE ORDER; (B) WHO, IF IN A MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, ARE "QUALIFIED INVESTORS" (AS DEFINED
IN 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 EU DIRECTIVE 2003/71/EC OF THE
EUROPEAN PARLIAMENT AND THE COUNCIL OF 4 NOVEMBER 2003 (TOGETHER
WITH ANY IMPLEMENTING DIRECTIVE MEASURE IN SUCH MEMBER STATES, THE
"PROSPECTUS DIRECTIVE")); (C) WHO, IF IN THE UNITED STATES, ARE
"QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE
US SECURITIES ACT); OR (D) ARE OTHERWISE PERSONS TO WHOM IT MAY
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS 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.
THIS ANNOUNCEMENT, INCLUDING THIS 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
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR
DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON
ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF
THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO
MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE
UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
For the purposes of this Appendix, "Relevant Broker" means
either of Investec or Whitman Howard.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (each such person
whose participation is accepted by the Relevant Broker in
accordance with this Appendix being hereinafter referred to as a
"Placee" and together, as the "Placees"), will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State of
the European Economic Area ("EEA") which has implemented the
Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Brokers has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any Member State of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons; and/or
3. (a) it is not in the United States, (b) it is a dealer or
other professional fiduciary in the United States acting on a
discretionary basis for a non-US person (other than an estate or
trust) in reliance on Regulation S under the Securities Act; or (c)
it is otherwise acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the
Securities Act.
The Company, Investec and Whitman Howard will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. No action has been taken by the Company or the Brokers
that would permit an offering of such securities or possession or
distribution of this document or any other offering or publicity
material relating to such securities in any jurisdiction where
action for that purposes is required. This Announcement and the
information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, Canada, Australia, New Zealand, Japan or the Republic of
South Africa or in any jurisdiction in which such publication or
distribution is unlawful. Persons into whose possession this
Announcement may come are required by the Company to inform
themselves about and to observe any restrictions of transfer of
this Announcement. No public offer of securities of the Company is
being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. Furthermore, the Placing Shares
have not been recommended by any US federal or state securities
commission or regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
confirmed the accuracy or determined the adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The Placing Shares are being offered
and sold outside the United States in accordance with Regulation S
under the Securities Act.
The Placing Shares will not be lodged with or registered by the
Australian Securities and Investments Commission and are not being
offered for subscription or sale and may not be directly or
indirectly offered, sold, taken up, transferred or delivered in or
into Australia or to or for the account or benefit of any person or
corporation in (or with a registered address in) Australia. The
relevant clearances have not been, and will not be obtained from
the Ministry of Finance of Japan and no circular in relation to the
Placing Shares has been or will be lodged with or registered by the
Ministry of Finance of Japan. The Placing Shares may not therefore
be offered, taken up, transferred or sold, directly or indirectly,
in or into Japan, its territories and possessions and any areas
subject to its jurisdiction or to any resident of Japan. The
approval of the South African Exchange Control Authorities has not
been, and will not be, obtained in relation to the Placing Shares.
The Placing Shares may not therefore be offered, taken up,
transferred or sold directly or indirectly in or into South Africa
or to a resident of South Africa. The Placing Shares may not be
offered, taken up, transferred or sold directly or indirectly in or
into Canada or to a resident of Canada.
Any indication in this Announcement of the price at which Shares
have been bought or sold in the past cannot be relied upon as a
guide to future performance. 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 Placing Shares will not be admitted to trading on any stock
exchange other than the AIM Market of the London Stock
Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Details of the Placing
The Brokers have entered into the Placing Agreement with the
Company under which the Brokers have, on the terms and subject to
the conditions set out therein, undertaken to use their reasonable
endeavours to procure, as agent for the Company, subscribers for
the Placing Shares at the Placing Price.
The Placing Agreement contains customary undertakings and
warranties given by the Company to the Brokers including as to the
accuracy of information contained in this Announcement, to matters
relating to the Company and its business and a customary indemnity
given by the Company to the Brokers in respect of liabilities
arising out of or in connection with the Placing.
The Placing is conditional upon Admission becoming effective and
the Placing Agreement not being terminated in accordance with its
terms.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Shares,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Shares after the relevant date of issue of the Placing
Shares.
The Company, subject to certain exceptions, has agreed not to
allot, issue or grant any rights in respect of its Shares in the
period of 180 days from the date of Admission without the prior
consultation with, and written consent of, the Brokers (such
consent not to be unreasonably withheld).
Application for admission to trading
Application will be made to the London Stock Exchange for
Admission. It is expected that settlement of the Placing Shares and
Admission will become effective on or around 17 January 2017 and
that dealings in the Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. The Brokers will arrange the Placing as agents for and on behalf of the Company.
2. Investec is authorised in the United Kingdom by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA, 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 protections afforded to the customers of Investec or
for providing advice in relation to the matters described in this
Announcement.
3. Whitman Howard 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 protections afforded to the customers of Whitman Howard
or for providing advice in relation to the matters described in
this Announcement.
4. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Brokers. Investec, the Company and Whitman Howard will determine in
their absolute discretion the extent of each Placee's participation
in the Placing, which will not necessarily be the same for each
Placee.
5. This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
6. The Placing Price will be a fixed price of 159 pence (159p) per new Ordinary Share.
7. A Placee's commitment to subscribe for a fixed number of
Placing Shares will be agreed with and confirmed to it orally by
Investec or Whitman Howard and a contract note (a "Contract Note")
will be despatched as soon as possible thereafter. The terms of
this Appendix will be deemed incorporated by reference therein. The
oral confirmation to the Placee by the Relevant Broker constitutes
an irrevocable, legally binding contractual commitment in favour of
the Company and the Brokers (as agents for the Company) to
subscribe for the number of Placing Shares allocated to it at the
Placing Price and on the terms set out in this Appendix and in
accordance with the Company's Articles of Association.
8. An offer to acquire Placing Shares, which has been
communicated by a prospective Placee to a Relevant Broker 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 the Relevant Broker.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Brokers or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
10. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to the Company and the Brokers, to pay
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 the number of
Placing Shares such Placee has agreed to take up and the Company
has agreed to allot.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the times and on the basis explained below under
"Registration and Settlement".
12. All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
13. 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.
14. The Brokers are 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
the Brokers or for providing advice in relation to the matters
described in this Announcement. To the fullest extent permissible
by law, none of the Company, the Brokers or any of their respective
affiliates, agents, directors, officers or employees, shall have
any liability to Placees nor shall they owe any Placees fiduciary
duties in respect of any claim they may have (or to any other
person whether acting on behalf of a Placee or otherwise) under
these terms and conditions. In particular, none of the Company, the
Brokers or any of their respective affiliates, agents, directors,
officers or employees shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of the Brokers' conduct of the Placing. Each Placee acknowledges
and agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and neither the Brokers nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to the Placees for the failure
of the Company to fulfil those obligations.
Conditions of the Placing
The Brokers' obligations under the Placing Agreement are
conditional on, inter alia:
(a) the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(b) Admission taking place not later than 8.00 a.m. on 17
January 2017, or such later time and/or date being no later than
8.00 a.m. on 3 February 2017, as the Company may agree with the
Brokers.
The Brokers' obligations under the Placing Agreement are also
conditional on:
(a) there not having been any material breach of the Second
Relationship Agreement by any party to it and no party to the
Second Relationship Agreement having terminated or rescinded the
Second Relationship Agreement; and
(b) in the sole judgement of the Brokers, there not having
occurred since the date of the Placing Agreement any development or
event (or any development or event reasonably likely to include a
prospective change) which will or is reasonably likely to have an
adverse change in or affecting the condition (financial
operational, legal or otherwise), earnings, business, management,
properties, assets, rights, results of operations or prospects of
the Group as a whole whether or not arising in the ordinary course
of business, which in each case is material in the context of the
Placing ("Material Adverse Effect").
If (i) any of the conditions contained in the Placing Agreement
are not fulfilled or waived by the Brokers in writing by the time
or date where specified (or such later time or date as the Company
and the Brokers may agree, not being later than 8.00 a.m. on 3
February 2017), or (ii) the Placing Agreement is terminated as
described below, the Placing will lapse and the Placees' 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.
The Brokers may, in their respective absolute discretions, waive
the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that the
condition relating to Admission taking place, and the time by which
this must occur, may not be waived and the period for compliance
with such conditions may not be extended. Any such waiver will not
affect Placees' commitments as set out in this Announcement.
None of Investec, Whitman Howard or the Company, nor any of
their respective affiliates, agents, directors, officers or
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 they 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 they 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
Investec, Whitman Howard and the Company.
Right to terminate under the Placing Agreement
Each of the Brokers is entitled in its absolute discretion, at
any time before Admission, to terminate the Placing Agreement by
giving notice to the Company and to the other in certain
circumstances, including, inter alia:
(a) a material breach of the Second Relationship Agreement by
any party to it or any party to the Second Relationship Agreement
has terminated or rescinded the Second Relationship Agreement;
(b) any of the warranties in the Placing Agreement being (in the
sole judgement of that Broker) untrue or incorrect in any material
respect when made or any event, matter or circumstance arising on
or after the date of the Placing Agreement and prior to Admission
which would, if the warranties in the Placing Agreement had been
repeated at such time by reference to the circumstances then
existing, have rendered any of such warranties untrue or inaccurate
in any material respect or misleading;
(c) a material breach by the Company of any of its obligations
under the Placing Agreement (to the extent such obligations fall to
be performed prior to Admission);
(d) in the sole judgement of that Broker, there has occurred any
Material Adverse Effect since the date of the Placing Agreement;
or
(e) there has been a change in national or international
monetary, political, financial, economic or stock market conditions
(primary or secondary); an incident of terrorism, outbreak or
escalation of hostilities, war, declaration of martial law or any
other calamity or crisis; a disruption, suspension or material
limitation in trading of securities generally on any stock
exchange; any change in currency exchange rates or exchange
controls or a disruption of settlement systems or a material
disruption in commercial banking, or any other adverse change (or
prospective adverse change) regarding taxation affecting the
Shares, in each case as would be likely in the opinion of that
Broker to materially prejudice the success of the Placing, dealings
in the Shares in the secondary market or which makes it, in the
sole judgement of that Broker, impractical to proceed with the
Placing.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the 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 either Broker of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of that Broker, and that it need not make any reference
to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against Investec, Whitman
Howard, the Company or any of their respective directors or
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
No admission document or prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require an admission document or prospectus in the United
Kingdom or in any other jurisdiction. No offering document,
admission document or prospectus has been or will be submitted to
be approved by the FCA or submitted to the London Stock Exchange in
relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below). Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Exchange Information), representation,
warranty, or statement made by or on behalf of the Company, the
Brokers, any of their respective affiliates, agents, directors,
officers or employees, or any other person and neither the Brokers,
the Company, any of their respective affiliates, agents, directors,
officers or employees nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Brokers, the Company,
or their respective officers, directors, employees or agents. 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. Neither the
Company nor the Brokers are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BLBP4Y22) following Admission will take place within CREST
provided that, subject to certain exceptions, Investec reserves the
right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a Contract Note stating the number of Placing Shares allocated to
it at the Placing Price, the aggregate amount owed by such Placee
to Investec (as agent for the Company) and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either
the CREST or certificated settlement instructions that it has in
place with Investec.
It is expected that settlement in respect of the Placing Shares
will be on 17 January 2017 on a T+3 basis in accordance with the
instructions set out in the Contract Note.
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 Investec.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Investec may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Investec's account and benefit (as agent for
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 Investec (as agent for the
Company) on demand for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Investec all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Investec lawfully takes in pursuance of
such sale.
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.
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
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the Brokers,
namely that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and not in reliance on any information given or any
representations, warranties or statements made at any time by any
person in connection with Admission, the Company, the Placing or
otherwise, other than the information contained in this
Announcement, and undertakes not to redistribute or duplicate this
Announcement or any part of it;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Shares are admitted to trading on AIM,
and the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules for
Companies (collectively "Exchange Information"), which includes the
Company's most recent balance sheet and profit and loss account and
the Company's announcements and circulars published in the last 12
months and that the Placee is able to obtain or access such
information or comparable information without undue difficulty;
4. acknowledges that none of the Brokers, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Brokers, the Company,
their respective affiliates or any person acting on behalf of any
of them to provide it with any such information and has read and
understood the Exchange Information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of the
Brokers, their respective affiliates, agents, directors, officers
or employees, or any person acting on its or their 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 otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by the
Brokers, the Company or any of their respective affiliates, agents,
directors, officers or employees 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 or any material prepared by the Research
Department of either Broker (the views of such Research Departments
not representing and being independent from those of the Company
and the Corporate Finance Departments of the Brokers and not being
attributable to the same)), and neither Broker, nor the Company,
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this Announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company in
deciding to participate in the Placing and it will not rely on any
investigation that the Brokers, their affiliates, agents,
directors, officers or employees or any other person acting on
their behalf has or may have conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that the Brokers do not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that the Brokers are not acting for it or its clients
and that the Brokers will not be responsible for providing
protections to it or its clients;
8. acknowledges that none of the Brokers, their respective
affiliates, agents, directors, officers or employees, or any person
acting on behalf of them has or shall have any liability for the
Exchange Information, any publicly available or filed 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;
9. neither of the Brokers, their ultimate holding companies nor
any direct or indirect subsidiary undertakings of such holding
companies, nor any of their respective affiliates, agents,
directors, officers or employees shall be liable to Placees for any
matter arising out of the Brokers' roles as placing agent or
otherwise in connection with the Placing and that where any such
liability nevertheless arises as a matter of law each Placee will
immediately waive any claim against any of such persons which you
may have in respect thereof;
10. represents and warrants that it is not in the United States;
11. acknowledges that the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, and that the offer and sale of the Placing
Shares to it has been made outside of the United States in an
'offshore transaction' (as such term is defined in Regulation S
under the Securities Act) and agrees not to reoffer, resell, pledge
or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in
accordance with any applicable securities laws of any state or
jurisdiction of the United States; therefore, it agrees that it
will not offer, sell, pledge or otherwise transfer any Placing
Shares in the United States unless and until the Placing Shares are
registered under the US Securities Act (which it acknowledges the
Company has no obligation to do) or unless the Placing Shares are
offered, sold, pledged or transferred in a transaction exempt from,
or not subject to, the registration requirements of the US
Securities Act and the laws of any state or other jurisdiction of
the United States;
12. represents and warrants that neither it, nor the beneficial
owner if different of such Placing Shares, will be a resident of
Canada, Australia, New Zealand, Japan or the Republic of South
Africa;
13. acknowledges and agrees that the relevant clearances have
not been and will not be obtained from the securities commission of
any province of Canada and that the Placing Shares have not been
and will not be registered under the securities legislation of
Australia, New Zealand, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
15. represents and warrants that: (i) it is aware of and has
complied with its obligations under the Criminal Justice Act 1993
and Part VIII of FSMA; (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006, the Anti-Terrorism Crime and
Security Act 2001 and the Money Laundering Regulations 2007; and
(iii) it is not a person: (a) with whom transactions are prohibited
under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(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 and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Investec such evidence, if any, as to the identity or location
or legal status of any person which Investec may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Investec on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Investec may decide in
its sole discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that 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 of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Brokers has been
given to the offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area 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
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with the Brokers in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a person (i) who has professional experience in matters relating to
investments falling within Article 19(1) of Order; (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement may otherwise be lawfully communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (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) and will honour such obligations;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by either of the Brokers;
24. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Investec may in its sole
discretion determine and without liability to such Placee and it
will remain liable and will indemnify Investec on demand for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's Placing Shares on its
behalf;
25. acknowledges that none of the Brokers, any of their
affiliates, or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of either Broker and that neither Broker has any duties or
responsibilities to it for providing the protections afforded to
their clients or customers 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 their rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither of the Brokers, 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. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and the Brokers in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Investec who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement 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 (including non-contractual
matters) 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 Investec 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;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
29. agrees that the Company, the Brokers and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Brokers on its own behalf and
on behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, the Brokers and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, the Brokers or any person acting on behalf of the
Company or the Brokers that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the Contract Note 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;
34. acknowledges that the Brokers, or any of their affiliates
acting as an investor for their own account may take up shares in
the Company and in that capacity may retain, purchase or sell for
their own account such shares and may offer or sell such shares
other than in connection with the Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation; and
36. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Brokers
and the Company and are irrevocable and shall not be capable of
termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for 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 relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which none of the Company or the
Brokers 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 the Brokers in
the event that any of the Company or the Brokers has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify the
Brokers accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Broker owes any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Brokers, or any of their
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Investec, any money held in an account with Investec
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 the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Investec's money in
accordance with the client money rules and will be used by Investec
in the course of its own business and the Placee will rank only as
a general creditor of Investec.
All times and dates in this Announcement may be subject to
amendment. The Brokers shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement:
'Act' means the Companies Act 2006, as amended from time to
time;
'Admission' means the admission of all the Placing Shares to
trading on AIM becoming effective in accordance with the AIM Rules
for Companies;
'AIM' means the market of that name operated by the London Stock
Exchange;
'AIM Rules for Companies' means the provisions of the London
Stock Exchange's AIM Rules for Companies as amended from time to
time governing, inter alia, admission to AIM and the continuing
obligations of AIM companies;
'Announcement' means this announcement (including the appendix
to this announcement);
'Brokers' means, together, Investec and Whitman Howard;
'Business Day' means 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;
'Company' means IMIMobile plc;
'Contract Note' means the trade confirmation to be sent to each
Placee stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Investec
(as agent for the Company) and settlement instructions;
'CREST' means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
'CREST Regulations' means the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time;
'Directors' or 'Board' means the directors of the Company as at
the date of this Announcement;
'FCA' means the Financial Conduct Authority of the United
Kingdom;
'FSMA' means the Financial Services and Markets Act 2000 (as
amended);
'Investec' means Investec Bank plc, registered in England and
Wales with number 00489604, whose registered office is at 2 Gresham
Street, London EC2V 7QP;
'London Stock Exchange' means London Stock Exchange plc;
'Placee' means the persons who are to subscribe for Placing
Shares pursuant to the Placing;
'Placing' means the placing of the Placing Shares by the
Brokers, on behalf of the Company, with Placees pursuant to the
Placing Agreement;
'Placing Agreement' means the placing agreement dated 11 January
2017 between the Company, Investec and Whitman Howard in respect of
the Placing;
'Placing Price' means 159 pence (159p) per Placing Share;
'Placing Shares' means the 3,389,881 new Shares to be issued by
the Company pursuant to the Placing;
'Prospectus Directive' means the Directive of the European
Parliament and of the Council of the European Union 2003/71/EC;
'Second Relationship Agreement' means the relationship agreement
dated 18 June 2014 between (1) the Company, (2) Vishwanath Alluri
and Shyamprasad Bhat, (3) Tarimela Business Ventures Private
Limited and (4) IMI Mobile Private Limited in relation to the
acquisition by the Company of shares in IMI Mobile Private Limited
held by Tarimela Advisors PVT Limited and Shyamprasad Bhat;
'Securities Act' means the US Securities Act of 1933, as
amended;
'Shares' means the ordinary shares of GBP0.10 each in the
capital of the Company;
'United Kingdom' or 'UK' means the United Kingdom of Great
Britain and Northern Ireland;
'UKLA' means the United Kingdom Listing Authority, a division of
the FCA acting in its capacity as the competent authority for the
purposes of part VI of FSMA;
'United States' or 'US' means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
'Whitman Howard' means Whitman Howard Limited, registered in
England and Wales with number 06944529, whose registered office is
at 1st Floor, Connaught House, 1-3 Mount Street, London W1K
3NB.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBIGDBLBBBGRB
(END) Dow Jones Newswires
January 11, 2017 13:18 ET (18:18 GMT)
Imimobile (LSE:IMO)
Historical Stock Chart
From Apr 2024 to May 2024
Imimobile (LSE:IMO)
Historical Stock Chart
From May 2023 to May 2024