TIDMIQG
RNS Number : 0835H
IQGeo Group PLC
01 December 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE ACQUISITION AND FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF IQGEO GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
IQGEO GROUP PLC
("IQGeo", the "Company" or the "Group")
Proposed Acquisition of OSPInsight
Proposed Placing and Subscription to raise approximately GBP5.3
million
Notice of General Meeting
The Board of IQGeo Group plc, a provider of geospatial
collaboration and productivity software to the telecommunications
and utilities industries, is pleased to announce that the Group has
agreed to acquire OSPInsight International Inc. ("OSPI") for a
total consideration of up to $8.75 million (the "Acquisition"). The
Acquisition is conditional on the completion of the Fundraising
described below.
The Board is also pleased to announce the intention to raise
approximately GBP5.3 million, before expenses, by way of a placing
(the "Placing") and a direct subscription ("Subscription") by the
directors of the Company (conditional upon on the Placing) each at
a price of 78 pence per new ordinary share (the "Issue Price") (the
Placing and the Subscription together the "Fundraising"). The net
proceeds of the Fundraising will be used to fund the Acquisition
and related transaction expenses.
The Placing is being conducted through an accelerated bookbuild
(the "Bookbuild") to be undertaken by finnCap Ltd ("finnCap"). The
Bookbuild will commence immediately following the release of this
announcement. The Placing is subject to the terms and conditions
set out in appendix II to this announcement (the appendices form
part of this announcement, such announcement and its appendices
together being this "Announcement"). The Subscription is not being
made subject to the terms and conditions set out in Appendix II to
this Announcement and instead will be made on the terms set out in
the Subscription Letters with the Company.
The Fundraising (and therefore the Acquisition) is conditional,
inter alia, upon Shareholder approval being obtained at the General
Meeting of the Company which will be held at the registered office
of the Company at Nine Hills Road, Cambridge, United Kingdom, CB2
1GE at 10.00 a.m. on 18 December 2020.
Acquisition Highlights:
-- Acquisition of OSPI, a US-based geospatial software company
that builds and licenses software for operators to build and
operate fiber optic networks for a total consideration of $8.75
million;
-- the consideration comprises of an initial cash payment of
$5.6 million on completion of the Acquisition and an issue of
shares in IQGeo with a value of $1.0 million, subject to customary
adjustments, with the remainder as deferred or earn-out
consideration and to be settled in equal parts cash and new
ordinary shares (as further explained below);
-- the Acquisition brings complementary technology in the form
of market-leading fibre optic network management software that
expands IQGeo's addressable market, particularly in Tier 3 and Tier
4 telecommunication providers;
-- the Acquisition expands IQGeo's IP in the technically complex
area of network design, splice design and detailed record keeping
which will accelerate IQGeo's own development of a market-leading
system of record for large customers;
-- for the year ended 31 December 2019, OSPI achieved total
revenue of $4.0 million including recurring subscription and
maintenance revenue currently running at $2.5 million per year and
adjusted EBITDA of approximately $0.5 million. OSPI subscription
revenue has grown by 160 per cent. between the first half of 2019
and first half of 2020;
-- the Acquisition adds a global customer base of over 200
active customers providing IQGeo a materially enlarged and loyal
user base to increase its sales of the award-winning IQGeo
collaboration and productivity software; and
-- the financial benefits of the Acquisition will be realised by
the Company immediately and the Acquisition is expected to be
accretive in the first full year of ownership.
Fundraising Highlights:
-- Proposed Placing and Subscription to raise gross proceeds of
approximately GBP5.3 million at the Issue Price;
-- the Placing will be supported by existing and new
institutional shareholders, including an indication by Kestrel
Partners (an existing substantial shareholder as defined by the AIM
Rules) that they intend to participate in the Placing;
-- each of the Directors of the Company (other than the Director
representing Kestrel Partners on the Board) intend to participate
by way of the Subscription (which is conditional on the Placing)
and this will raise an aggregate amount of approximately GBP0.5
million;
-- the Issue Price of 78 pence is the closing mid-market price
on 30 November 2020, being the last business day prior to the
release of this announcement; and
-- the net proceeds of the Fundraising will be used to fund the
Acquisition and related transaction expenses.
Richard Petti, CEO of IQGeo, commented: "The acquisition of
OSPInsight significantly expands our user base providing us with a
materially enlarged and loyal market for new product subscriptions.
Additionally, it provides us with a highly complementary product
giving us access to the attractive alternative fibre ISP and
private network operator markets which have been under-served by
the geospatial incumbents.
The OSPInsight team brings increased depth to our technical,
sales and operational expertise that will allow us to accelerate
the development of IQGeo into a broader fully cloud-enabled
market-leading system of record with the functional depth and
scalability to significantly increase our market share in our
traditional markets.
With the complementary technology and enlarged customer base,
the OSPInsight acquisition strengthens our competitiveness,
diversifies our revenue streams and strengthens our financial
position. We look forward to welcoming OSPInsight to the IQGeo
Group."
General Meeting
A circular (the "Circular"), containing a notice convening the
General Meeting to be held at the registered office of the Company
at Nine Hills Road, Cambridge, United Kingdom, CB2 1GE at 10.00
a.m. on 18 December 2020 (the "Notice"), is expected to be posted
to shareholders today and will be available on the Company's
website at www.iqgeo.com. The General Meeting has been convened to
consider and, if thought fit, approve the Resolutions set out in
the Circular and Notice which are required to effect the
Fundraising. The Acquisition is conditional on the completion of
the Fundraising.
In light of the prevailing guidance from the UK Government in
relation to the Covid-19 outbreak and specifically the restrictions
on unnecessary travel and large gatherings, the General Meeting
will be convened with the minimum quorum of Shareholders (which
will be facilitated by the Company's management) in order to
conduct the business of the meeting. The General Meeting will thus
be a closed meeting with Shareholders not permitted to attend in
person. Instead of attending the General Meeting, we urge
Shareholders to vote by proxy on the Resolutions as early as
possible. Given the restrictions on attendance, the Board strongly
recommends that Shareholders appoint the Chair of the General
Meeting as their proxy (and not any named individual as they will
not be able to attend the meeting). In the interests of safety, any
proxy who is not the Chair of the General Meeting or any
Shareholder attending the General Meeting in person (other than
those required for a quorum to exist) will be denied access to the
General Meeting. The Company will continue to closely monitor the
developing impact of Covid-19, including the latest UK Government
guidance. Should it become appropriate to revise the current
arrangements for the General Meeting, any such changes will be
notified to Shareholders through our website at
https://www.iqgeo.com/investors and, where appropriate, by
announcement made by the Company to a Regulatory Information
Service. Arrangements are being made to enable shareholders to
listen to the formal business of the General Meeting. However, it
is emphasised that such participation will not constitute formal
attendance at the General Meeting. Shareholders who wish to
participate should contact the Company Secretary using the details
set out in the Circular so as to obtain the relevant dial-in
details. Shareholders are asked to submit any questions they may in
advance and by no later than 10 a.m. on 17 December 2020. The Board
will endeavour to answer as many questions as possible.
The Directors consider the Resolutions to be set out in the
Circular and Notice to be in the best interests of the Company and
the Shareholders as a whole. The Directors who hold Ordinary Shares
intend to vote in favour of the Resolutions in respect of their
beneficial holdings, representing in aggregate approximately 34.0
per cent. of the Company's current issued share capital as at the
date of this announcement.
Further information on the Acquisition and Fundraising is set
out in Appendix I below and this announcement should be read in its
entirety.
Enquiries:
IQGeo Group plc +44(0) 1223 606655
Richard Petti, CEO www.iqgeo.com
Haywood Chapman, CFO
finnCap Ltd - NOMAD and Broker +44(0)20 7220 0500
Henrik Persson, Anthony Adams - Corporate
Finance
Tim Redfern, Richard Chambers - ECM
Notes to editors
IQGeo's end-to-end geospatial software improves productivity and
collaboration across enterprise planning, design, construction,
maintenance and sales processes for telecoms and utility network
operators. Our mobile-first enterprise solutions create and
maintain, an accurate view of complex network assets that is easily
accessible by anyone, wherever and whenever needed.
Specialized applications combined with our open IQGeo Platform
help network operators create a single source of network truth to
meet their digital transformation ambitions and operational KPIs.
Our award-winning, cloud-enabled solutions save time and money, and
improve safety and productivity, while enhancing customer
satisfaction.
With over 50,000 active software users, IQGeo has an established
and rapidly growing customer base with telecoms and utility
companies worldwide.
IQGeo trades on AIM with the ticker IQG.
For additional information please visit www.iqgeo.com
Important notices
No statement in this announcement is intended to be a profit
forecast or estimate 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.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Circular containing notice of the General Meeting, a copy of which
will be available on the Company's website.
finnCap is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and finnCap will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this announcement.
APPIX I - ADDITIONAL INFORMATION
The following text has been extracted from the Circular:
Background to the Fundraising and Acquisition
Acquisition of OSPInsight
On 30 November 2020, IQGeo America has agreed, conditional upon,
and effective immediately prior to, successful completion of the
Fundraising to acquire OSPInsight, a Utah based company
specialising in the design and storage of information for fibre
optic networks, for an initial consideration of $6.6 million
subject to customary adjustments, including a working capital
adjustment, in addition to deferred consideration of $1.075 million
and earn-out consideration of up to a further $1.075 million.
The initial consideration of $6.6 million less net debt will be
satisfied through the issue of the Initial Consideration Shares
with the balance of $5.6 million paid in cash by IQGeo America. The
Initial Consideration Shares will be issued at a price equal to the
volume weighted average of the middle market quotations for a share
of the Company on AIM for each of the twenty working days
immediately preceding Completion.
The deferred consideration of $1.075 million will become due on
the 12-month anniversary of Completion ("Deferred Consideration")
and will be satisfied by the issuance of the Deferred Consideration
Shares and a cash payment by IQGeo America in the amount of $0.537
million.
The earn-out consideration of up to $1.075 million is subject to
OSPInsight achieving defined levels of recurring revenue in the
Earn-out Period ("Earn-Out Consideration"). If such levels of
recurring revenue are met, the Earn-Out Consideration will become
due once agreed by the Vendors and IQGeo America in the manner
described in the Purchase Agreement in the period following the
Earn-out Period. The Earn-Out Consideration payable shall be
satisfied by the payment by IQGeo America of a cash amount equal to
50 per cent. of the Earn-Out Consideration and the issue of
Earn-Out Consideration Shares with a value equal to 50 per cent. of
the Earn-Out Consideration.
The Deferred Consideration Shares and Earn-Out Consideration
Shares will be issued at a price equal to the volume weighted
average of the middle market quotations for a share of the Company
on AIM for each of the twenty working days immediately preceding
the date on which Deferred Consideration or Earn-Out Consideration
(as applicable) is due pursuant to the Purchase Agreement.
The Initial Consideration Shares, Deferred Consideration Shares
and Earn-Out Consideration Shares will be subject to lock-in and
orderly market arrangements.
Strategic priorities
Since the completion of the sale of the RTLS SmartSpace division
and Ubisense brand, the Company has been focused on growing IQGeo
product revenues which include generating recurring revenues from
software subscription products, selling perpetual software licences
and the associated maintenance and support contracts, and
delivering consultancy services revenues. As set out in the
Company's H1 FY20 results published on 14 September 2020, the
Company continues to focus on the following strategic
priorities:
1. Order growth and expansion of market share: Maintaining the
high level of growth in new logos and expansion orders across our
key markets of North America, Europe and Japan.
2. Subscription model: by maintaining the high percentage of new
orders being secured as long-term subscriptions, driven by
customer's new use cases and increased user base, the Company plans
to create an attractive SaaS business model.
3. Cloud capabilities: Developing and enhancing our
market-leading cloud capabilities to further support large-scale
deployment on optimised infrastructures.
4. Increased channel influence: Building on the success of our
Japanese channel model, the Company will be expanding our strategic
partnerships with selected partners in Europe and North
America.
5. Quality of earnings: By growing its recurring subscription
revenue, scaling through partners and sensible organisational
growth the Company will continue to grow gross margins and reduce
cash outflows in line with its long-term strategy.
The Company has achieved substantial growth in its core business
and has continued the strong momentum made in the first half of
FY20 in the second half. Despite the Covid-19 related market
downturn the Company has been able to increase its bookings and
revenue thanks largely to its subscription model which scales the
number of paid seats as customers find their own use cases. As a
result, the Company has seen significantly improved gross margins
and reduced cash outflow due to the revised subscription model.
Rationale for the Acquisition
The Directors believe that the Acquisition will enhance the
Company's scale in its key market of the US, improve its revenue
quality and growth prospectus and expand its addressable markets.
In particular, the Acquisition will add $4.0 million (FY19) of
revenue of which currently $2.5 million is recurring, along with a
complementary client base of over 200 US logos with minimal overlap
with the Company's existing client base. The Acquisition is
expected to be earnings enhancing in FY21. The key points
underlying the rationale for the Acquisition are outlined
below:
1) Accelerate scale by adding enlarged customer base of over 200
logos with minimal overlap, consisting of:
i) 22 tier 1 and 2 logos with annual recurring revenue ranging from $1,000 to $500,000
ii) 180 tier 3 or tier 4 logos with average annual recurring revenue of $7,350
2) Increases recurring revenue and proportion of revenues that are recurring
3) Opportunity to upgrade and upsell over 200 OSPInsight
customers with new modules derived from current IQGeo product
suite
4) Opportunity to deliver world class system of record
functionality for the T1/T2 IQGeo platform thanks to specialist
IP
5) Expands addressable markets:
i) Strengthening IQGeo's Tier 1 and Tier 2 offering by
increasing penetration with its IQGeo product range
ii) (ii) Increasing IQGeo's competitiveness in Tier 3 and Tier
4, particularly in the lower end of alternative fibre operators
globally
iii) (iii) Opening up private network operator market globally,
such as universities, large corporations, utilities, and
government
The Directors have identified a number of areas in which they
consider the Acquisition complementary to the Company's product and
organisational strategy, including the following synergies:
-- enhanced feature sets for both products to increase competitiveness in respective markets
-- accelerated transition to SaaS and PaaS models for both businesses
-- the ability to consolidate product management and
development, applicable to both product ranges
-- integration of the organisations into a single group, led by UK-based Plc Board
-- broadened sales organisation to ensure most efficient
distribution into respective markets capable of enhancing delivery
in all tiers
-- focused channel management and cloud functions
-- cost savings in marketing, finance and admin
-- maximised staff retention on newly acquired products
As well as bringing with it additional technically able staff,
the Directors believe that the wider geographic
footprint in the US resulting from the Acquisition will be
helpful in terms of increasing the catchment area from which to
recruit suitably qualified technical people in future as well as
aid staff retention.
Taken together, the Acquisition and the Placing are expected to
be modestly earnings enhancing in IQGeo's first financial year
following Completion.
About OSPInsight
OSPInsight develops and sells Fiber Optic Network Management
Software (FNMS) solutions and related services. The software is
used by customers to aid in the design, construction, and
maintenance of fiber optic networks. The software allows customers
to combine their network data with third-party Geographic
Information System (GIS) technology to provide location-based
insights to customers. Over 85 per cent. of OSPInsight's customers
are based in North America.
OSPInsight benefits from fast sales cycles, typically 6-12 weeks
for majority of their customers which are Tier 3 and Tier 4
accounts and therefore a low cost of sale. The product offers a
market-leading system of record for design, management and record
keeping which can be deployed for the customer with near
zero-deployment costs. As a result, OSPInsight's distribution model
caters well to the smaller end of the market, selling mostly
through an inside sales team which produces a fast turnover of
smaller deals. Comparing this to IQGeo's customer base which is
made up of fewer, larger installations, typically in Tier 1 and
Tier 2, OSPInsight brings a highly complementary customer base with
minimal overlap.
Financial information on OSPInsight
OSPInsight was spun out of Advance Fiber Options, Inc. in
January 2019 and while both entities were legally separated at that
time, they operated together during 2019. Despite being operated
more fully on a standalone basis from January 2020, OSPInsight does
not have readily available audited stand-alone accounts, and as a
result the latest available financial information that most
accurately reflects the contribution of the stand-alone OSPInsight
business is based on internal management reported figures, as set
out below. These are presented in a non-GAAP basis.
Revenue summary ($'m)
Six months Year ended Six months
ended 31 December ended
30 June 2019 30 June
2019 2020
Subscription 0.2 0.7 0.6
M&S 0.4 1.2 0.5
Recurring revenues 0.6 1.9 1.1
Software 0.5 1.0 0.3
Services/Other 0.6 1.1 0.4
Non-recurring revenues 1.1 2.1 0.7
Total OSPInsight revenues 1.7 4.0 1.8
Adjusted EBITDA 0.1 0.5 0.2
Current Trading and Outlook
The Company reported half year results to 30 June 2020 in
September 2020. It reported total revenue growth from IQGeo
products of over 50 per cent., recurring IQGeo product revenue
growth of over 170 per cent. and an improvement in gross margins to
51 per cent.
Since reporting its FY20 first half results, the Company has
continued to trade in line with expectations and the Company will
issue a trading update for the financial year ended 31 December
2020 in mid-January 2021.
Use of Proceeds
The Fundraising is expected to raise the requisite funds to
provide the Company with the cash to pay the Initial Consideration
and cover adviser fees and other costs incurred by the Company in
connection with the Acquisition and the Fundraising.
APPIX II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO
BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED
TO TRADING ON A REGULATED MARKET, AND REPEALING DIRECTIVE
2003/71/EC (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER, AND (B) ARE A "PROFESSIONAL
CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER
3 OF THE CONDUCT OF BUSINESS SOURCEBOOK PUBLISHED BY THE FINANCIAL
CONDUCT AUTHORITY (the "FCA") FROM TIME TO TIME (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
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN IQGEO GROUP PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA (THE "UNITED STATES" OR "US"),, 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. 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 OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN 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, NEW
ZEALAND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, finnCap
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. Persons
into whose possession this Announcement comes are required by the
Company and finnCap to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation 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. No action has been taken to obtain
clearances in respect of or otherwise facilitate the participation
in the Placing by persons in any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan, New Zealand 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 including the
information provided in the "Important Notice" section of this
Announcement.
By participating in the Placing, each person participating in
the Placing (each 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; and
2 in the case of a Relevant Person in the United Kingdom or any
member state of the EEA who acquires any Placing Shares pursuant to
the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or any
member state of the EEA other than Qualified Investors or in
circumstances in which the prior written consent of finnCap has
been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in in the United Kingdom or any member state of the EEA
other than Qualified Investors, the offer of those Placing Shares
to it is not treated under the Prospectus Regulation as having been
made to such persons;
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 Appendix; 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 and is acquiring the Placing Shares in offshore transactions
as defined in and in accordance with Regulation S under the
Securities Act.
No 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 any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of Publicly Available Information and subject
to any further terms set out in the contract note to be sent to
individual Placees. For the purpose of this Announcement, "Publicly
Available Information" means the information contained in this
Announcement together with any other 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.
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
finnCap or the Company or any other person and none of finnCap, the
Company nor 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. No Placee
should consider any information in the Publicly Available
Information to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
There is a placing agreement between finnCap and the Company
(the "Placing Agreement") under which, on the terms and subject to
the conditions set out in the Placing Agreement, finnCap, as agent
for and on behalf of the Company, has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares. The Placing
is not being underwritten by finnCap.
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 issued ordinary shares of
2 pence each in the capital of the Company (the "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 Admission will take place on or before 8.00
a.m. on or around 21 December 2020 and that dealings in the Placing
Shares on AIM will commence at the same time.
Principal terms of the Placing:
1 finnCap is acting as agent to the Company in connection with the Placing.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by finnCap to participate.
finnCap and any of its affiliates are entitled to participate in
the Placing as principal.
3 The price per Placing Share (the "Placing Price") is fixed at
78 pence and is payable to finnCap (as agent for the Company) by
all Placees.
4 Each Placee's allocation of Placing Shares will be determined
by finnCap in its discretion following consultation with the
Company and will be confirmed orally over a recorded telephone line
or in writing by finnCap as agent of the Company ("Confirmation").
The Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix (a copy of the terms and conditions having been provided
to the Placee prior to or at the same time as such Confirmation)
and in accordance with the Company's articles of association. For
the avoidance of doubt, the Confirmation constitutes each Placee's
irrevocable legally binding agreement, subject to the Placing
Agreement not having been terminated described below and under the
"Conditions of the Placing" Section below, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s) and, except with the
consent of finnCap, the Confirmation will not be capable of
variation or revocation after the time at which it is made.
5 Each Placee's allocation and commitment will be subsequently
evidenced by a contract note or electronic confirmation ("contract
note") issued to such Placee by finnCap. The terms of this Appendix
will be deemed incorporated in that contract note.
6 Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with finnCap's
consent will not be capable of variation or revocation after the
time at which it is made. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to finnCap (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 Except as required by law or regulation, no press release or
other announcement will be made by finnCap 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.
8 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 and on the basis explained
below under "Registration and settlement".
9 All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing".
10 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.
11 To the fullest extent permissible by law and applicable FCA rules, neither:
(a) finnCap;
(b) any of its affiliates, agents, directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with finnCap as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
finnCap);
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 finnCap nor any of its affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of finnCap's conduct of the Placing or of such
alternative method of effecting the Placing as finnCap and the
Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to finnCap.
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 finnCap in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
finnCap.
Settlement of transactions in the Placing Shares (ISIN:
GB00B3NCXX73) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by finnCap and is
expected to occur on 21 December 2020 (the "Settlement Date") in
accordance with the contract notes. 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 finnCap may agree that the Placing Shares should be issued in
certificated form. finnCap reserves the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to
Placees, by such other means as it deems 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. If a Placee wishes to receive its Placing Shares in
certificated form, it should contact Carly Cella at finnCap on 020
7220 0505 as soon as possible after receipt of its contract
note.
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 the prevailing base rate of
Barclays Bank plc as determined by finnCap.
Each Placee is deemed to agree that if it does not comply with
these obligations, finnCap may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for finnCap'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 Placing Price
and for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of its Placing
Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, 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 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 obligations of finnCap under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
(a) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
(b) shareholder approval of the resolutions to be proposed at
the General Meeting of the Company for the purpose of implementing
the Placing;
(c) the Company having allotted, conditional only upon
Admission, the Placing Shares in accordance with the Placing
Agreement; and
(d) Admission occurring by not later than 8.00 a.m. on 21
December 2020 or such later time as finnCap may agree with the
Company (being not later than 21 January 2021),
(all conditions to the obligations of finnCap included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and finnCap may agree), 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.
finnCap may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of certain of the conditions in the
Placing Agreement in whole or in part, or extend the time provided
for fulfilment of one or more conditions. Any such extension or
waiver will not affect Placees' commitments as set out in this
Appendix.
finnCap may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither finnCap nor any of its affiliates, agents, directors,
officers or employees nor the Company 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 finnCap.
Termination of the Placing
finnCap may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
(a) the Company fails to comply with any of its obligations
under the Placing Agreement;
(b) any statement contained in this Announcement or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing was or has been discovered
to be untrue, inaccurate or misleading; or
(c) any of the warranties given by the Company in the Placing
Agreement were not true and accurate, or were misleading: (i) when
given or deemed given; or (ii) at any time they are repeated or
deemed repeated (by reference to the facts or circumstances in each
case then subsisting) would no longer be true and accurate, or
would be misleading.
In addition, finnCap may by notice in writing to the Company
prior to Admission terminate the Placing Agreement if there has
been a force majeure event.
By participating in the Placing, each Placee agrees with the
Company and finnCap that the exercise by the Company or finnCap of
any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or finnCap or for agreement between the Company and
finnCap (as the case may be) and that neither the Company nor
finnCap need make any reference to such Placee and that none of the
Company, finnCap 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.
Information for distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, finnCap will only procure investors
who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, undertakes,
acknowledges and agrees (for itself and for any such prospective
Placee) that (save where finnCap expressly agrees in writing to the
contrary):
1 it has read and understood this Announcement in its entirety
and that its subscription for 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 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 Regulation; nor
(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 finnCap nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor 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 finnCap,
the Company, any of their respective affiliates, agents, directors,
employees or officers or any person acting on behalf of any of them
to provide it with any such information;
5 neither finnCap nor any person acting on behalf of it nor any
of its 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 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 the Publicly Available Information;
7 neither finnCap, nor the Company (nor any of their respective
affiliates, agents, directors, officers and employees) have 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;
8 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;
9 it has not relied on any investigation that finnCap or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
10 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 finnCap nor any
persons acting on its behalf 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.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
11 it is not, and at the time the Placing Shares are acquired
will not be, a resident of the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa;
12 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, Japan, New Zealand 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 the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or in
any country or jurisdiction where any such action for that purpose
is required;
13 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 pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as finnCap determines;
14 it and/or each person on whose behalf it is participating in the Placing:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) 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
(d) 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 Appendix) 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 and that it is in full
compliance with all applicable laws and regulations with respect to
its subscription for Placing Shares;
15 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,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa, and it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified under
the securities legislation of Australia, Canada, Japan, New Zealand
or the Republic of South Africa and may not be offered, sold, or
acquired, directly or indirectly, within those jurisdictions;
16 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;
17 it understands that 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;
18 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;
19 it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 for resales of Placing Shares;
and
(c) it will not deposit the Placing Shares in a depositary
receipt programme in the United States or for US persons (as
defined in the Securities Act);
20 it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the
Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
21 it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS 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 EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF
THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS";
22 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;
23 none of finnCap, its affiliates and any person acting on
behalf of any of them is making any recommendations to it or
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 finnCap and that finnCap 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;
24 it will make payment to finnCap 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 finnCap determines in its
absolute discretion 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;
25 its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
26 no action has been or will be taken by any of the Company,
finnCap or any person acting on behalf of the Company or finnCap
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;
27 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;
28 finnCap and the Company will not 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 subscribe for Placing
Shares pursuant to the Placing and agrees to indemnify the Company
and finnCap in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of finnCap or
transferred to a CREST stock account of finnCap who will hold them
as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
29 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;
30 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
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
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;
31 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in any member
state of the EEA prior to the expiry of a period of six months from
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
member state of the EEA within the meaning of the Prospectus
Regulation;
32 if it is within the EEA, it is a Qualified Investor within
the meaning of Article 2(e) of the Prospectus Regulation;
33 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 and
agrees that this Announcement has not been approved by finnCap in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
34 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);
35 it represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, 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 the United Kingdom or a member state of the EEA
other than Qualified Investors, or in circumstances in which the
express prior written consent of finnCap has been given to the
offer or resale;
36 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not:
(a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the securities of the Company; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
37 neither finnCap, nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of finnCap or its affiliates, agents, directors,
officers or employees is making any recommendations to it, nor
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or
performance of any of finnCap's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
38 finnCap and its affiliates, 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.
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, finnCap and/or any of its affiliates acting as an
investor for its or their own account(s). Neither finnCap 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;
39 (i) it has complied with and will continue to comply with its
obligations under the Market Abuse Regulation (EU) No. 596/2014,
Criminal Justice Act 1993 and Part VIII of the FSMA; (ii) it has
complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) 2017 Regulations and the Criminal
Finances Act 2017 and any other applicable law (together, the "AML
Regulations"); and (iii) it is not a person: (1) 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; (2) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (3) subject to financial sanctions imposed
pursuant to a regulation of the EU 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 pursuant to the AML
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
finnCap or the Company such evidence, if any, as to the identity or
location or legal status of any person (including in relation to
the beneficial ownership of any underlying investor) which finnCap
or the Company 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 or any other information as may be
required to comply with legal or regulatory requirements (including
in particular under the AML Regulations)) in the form and manner
requested by finnCap or the Company 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 finnCap may decide at
its sole discretion;
40 in order to ensure compliance with the Regulations including
the AML Regulations, finnCap (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to finnCap or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at finnCap's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at finnCap's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
finnCap (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, either finnCap 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;
41 it acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the contract note
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 finnCap's conduct of the
Placing;
42 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has 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;
43 it irrevocably appoints any duly authorised officer of
finnCap 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 for upon the terms
of this Announcement;
44 the Company, finnCap and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to finnCap on its own behalf and on behalf of the Company
and are irrevocable;
45 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements, undertakings and indemnities on
behalf of each such accounts;
46 time is of the essence as regards its obligations under this Appendix;
47 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to finnCap;
48 the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the articles of association of the
Company; and
49 the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing 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 such contract except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or finnCap 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, finnCap 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 Appendix or incurred by finnCap, 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 Appendix 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 finnCap 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 finnCap
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 finnCap in the event that either
the Company and/or finnCap have incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements, undertakings
and indemnities contained in this Appendix are given to finnCap for
itself and on behalf of the Company and are irrevocable.
finnCap is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and finnCap will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that finnCap 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 finnCap may (at its absolute
discretion) satisfy its 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 finnCap, any money held in an account with finnCap 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 the 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 finnCap's money 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. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, 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 pursuant to the Placing will not
be admitted to trading on any stock exchange other than 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUAUWRRNUURRA
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