TIDMLSAI
RNS Number : 3297X
Location Sciences Group PLC
04 May 2021
4 May 2021
This announcement contains inside information for the purposes
of Regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310. With the publication of this announcement via
a Regulatory Information Service, this inside information is now
considered to be in the public domain.
Location Sciences Group PLC
("Location Sciences" or the "Company" or the "Group")
Conditional Placing and Subscription of 1,750,000,000 Ordinary
Shares at 0.2 pence per share,
Conditional Broker Option of up to 175,000,000 Ordinary Shares
at 0.2 pence per share,
Approval of Waiver of Rule 9 of the City Code on Takeovers and
Mergers
Proposed Board Changes
and
Notice of General Meeting
Location Sciences (AIM: LSAI), the leading location data insight
and verification company, announces that it has conditionally
raised up to GBP3.85 million before expenses for the Company
through the issue of new Ordinary Shares.
Key features
-- Placing and Subscription to raise GBP3.5 million before
expenses at the Placing Price of 0.2 pence per Ordinary Share.
-- Broker Option to raise up to GBP350,000 (before expenses) to
meet any additional demand from Shareholders for Ordinary Shares -
Broker Option closes to Shareholders at 8.00 a.m. on 5 May
2021.
-- Issue of warrants over Ordinary Shares in relation to the Placing and Subscription.
-- Participation in the Placing by a broad range of new investors.
-- Placing and Subscription to provide funding to Location
Sciences to continue development and commercialisation of the
Company's products and services and for general working capital
purposes.
-- New Non-Executive Chairman and Non-Executive Director to be
appointed at Admission in place of the current Non-Executive
Chairman and Non-Executive Director. A further new Non-Executive
Director to be appointed in due course.
-- New strategic shareholders, including Mahmud Kamani, Founder
& Group Executive Chairman at Boohoo Group plc and Richard
Hughes, founder at Zeus Capital.
-- Mahmud Kamani and Richard Hughes have together introduced
Simon Wilkinson, a highly experienced software executive and
entrepreneur, as a proposed investor and proposed Non-Executive
Chairman of the Company.
-- Transaction subject to Shareholder approval.
Background to the Transaction
On 11 February 2021, the Company announced that, in part as a
consequence of COVID-19, the Company and in particular, Verify,
would continue to face a number of trading challenges. This is
despite the current relative strength of the Company's working
capital position. Included within this announcement, the Board
advised Shareholders that they were exploring a number of options
for the Company and its businesses and further announcements would
be made as and when appropriate.
Since that announcement, and following numerous discussions,
both internally and with third parties, surrounding the business
review, the Board has concluded that given the market outlook for
each of the Company's business units, it is essential that Location
Sciences secures additional financial resources. The Directors
believe this will give the Company more time and greater
flexibility to deliver value to the Shareholders from the Company's
two core business units, namely location verification and data and
insights.
Pleasingly the Board, with the assistance of Turner Pope, has
secured the investment commitment and support, conditional upon
Shareholder approval, from inter alia, Mahmud Kamani, Founder &
Group Executive Chairman at Boohoo Group plc and Richard Hughes,
founder at Zeus Capital.
The addition of these new supportive shareholders and the
experience and relationships of the Proposed Directors, together
with the additional resources from the Placing and Subscription,
would, in the Board's opinion, considerably enhance the
opportunities available to the Company.
Broker Option
Any Shareholder wishing to apply for any Broker Option Shares,
unless they are themselves a FCA authorised market counterparty,
will need to communicate their interest in Broker Option Shares to
Turner Pope via a FCA authorised market counterparty such as a
stockbroker or other firm authorised by the FCA by 8.00 a.m. on 5
May 2021.
Mark Slade, Chief Executive Officer of Location Sciences,
commented: "Following a lengthy strategic review of the business,
the Board is pleased to announce this fundraising, which has been
secured despite the challenging trading environment being
experienced by the Company. We are extremely cognisant of the
discount to the current share price. However, the Board believes
the fundraise is in the long-term interests of the business and its
Shareholders. We look forward to welcoming the new strategic
investors and Board members, who bring with them a wealth of
relationships and opportunities which we hope will be of benefit to
Location Sciences."
A copy of this announcement is available on the Company's
website
https://www.locationsciencesgroup.ai/investor-relations/documents-circulars/
For further information please contact:
Location Sciences Group PLC via Milk & Honey PR
Mark Slade, Chief Executive Officer
David Rae, CFO and Commercial Director
Allenby Capital Limited (Nominated Adviser) Tel: +44 (0)20 3328 5656
David Hart
David Worlidge
Turner Pope Investments (TPI) Ltd (Placing Agent) Tel: +44 (0)20 3657 0050
James Pope
Andy Thacker
Peterhouse Capital (Broker) Tel: +44 (0) 20 7220 9791
Charles Goodfellow
Eran Zucker
Milk & Honey PR Tel: +44 (0)20 3637 7310
Kirsty Leighton
Jessica Ballinger
Conditional Placing and Subscription of 1,750,000,000 Ordinary
Shares at 0.2 pence per share,
Conditional Broker Option of up to 175,000,000 Ordinary Shares
at 0.2 pence per share,
Approval of Waiver of Rule 9 of the City Code on Takeovers and
Mergers
Proposed Board Changes
and
Notice of General Meeting
1. INTRODUCTION
The Company announces that it has conditionally raised up to
GBP3.85 million before expenses for the Company through the issue
of new Ordinary Shares.
The Transaction is, amongst other things, conditional upon each
of the Resolutions being passed at the forthcoming General Meeting
and includes:
- a Placing and Subscription with certain institutional and
other investors, to raise GBP3.5 million before expenses through
the issue of 1,750,000,000 Ordinary Shares (together, the "Placing
Shares" and the "Subscription Shares") at the Placing Price of 0.2
pence per Ordinary Share. The Placing Price is at a discount of
approximately 64 per cent. to the closing middle market price of
0.56 pence per Existing Ordinary Share on 30 April 2021, being the
latest practicable date prior to the publication of this
announcement;
- a Broker Option to raise up to GBP350,000 (before expenses)
pursuant to which Turner Pope may conditionally allocate up to
175,000,000 Ordinary Shares (in addition to the Placing Shares)
(the "Broker Option Shares") at the Placing Price in order to give
the flexibility to meet any additional demand from Shareholders for
Ordinary Shares arising during the period from the announcement of
the Transaction up to 8.00 a.m. on 5 May 2021;
- the issuance of the Fees Shares, whereby: (i) 17,500,000
Ordinary Shares are to be issued at the Placing Price in respect of
the first year of fees due to Turner Pope for the provision of its
broking services to the Company; (ii) 120,500,000 Ordinary Shares
are to be issued at the Placing Price in settlement of fees and
commission due to Turner Pope pursuant to the Placing; and (iii)
85,000,000 Ordinary Shares are to be issued at the Placing Price in
settlement of the first and second year's fees of the Proposed
Directors;
- the issuance of Promoter Warrants, whereby non-transferable warrants to subscribe for up to 1,500,000,000 Ordinary Shares (equivalent to approximately 85.7 per cent. of the Placing Shares and Subscription Shares issued), exercisable at the Placing Price for five years from Admission, are to be issued to certain members of the Concert Party in consideration of those persons assembling and co-ordinating the Concert Party's investment in the Company and facilitating the proposed appointment of Simon Wilkinson as Non-Executive Chairman;
- the issuance of Cornerstone Investor Warrants, whereby
non-transferable warrants to subscribe for up to 250,000,000
Ordinary Shares (equivalent to approximately 14.3 per cent. of the
Placing Shares and Subscription Shares issued), exercisable at the
Placing Price for five years from Admission, are to be issued to
the Cornerstone Investors;
- the issuance of Director Warrants, whereby non-transferable
warrants to subscribe for, in aggregate, 120,000,000 Ordinary
Shares are issued to the Executive Directors and the Proposed
Directors, (equivalent to approximately 6.9 per cent. of the
Placing Shares and Subscription Shares issued), exercisable at the
Placing Price for five years from Admission, provided that the
Ordinary Shares have traded at a Volume Weighted Average Price
(VWAP) at or above a 50 per cent. premium to the Placing Price for
20 consecutive Business Days, or on a change of control of the
Company. The Director Warrants are to be issued to the Executive
Directors and the Proposed Directors as part of their incentive
package;
- the issuance of Broker Warrants, whereby transferable warrants
to subscribe for up to 100,000,000 Ordinary Shares (equivalent to
5.7 per cent. of the Placing Shares and Subscription Shares
issued), exercisable at the Placing Price for five years from
Admission, are issued to JIM Nominees Limited (as nominee on behalf
of Turner Pope) as part of the consideration payable to Turner Pope
for its services as placing agent to the Transaction. Turner Pope
has agreed to transfer, in aggregate, 41,250,000 Broker Warrants to
Dr Nigel Burton and the Executive Directors upon Admission;
- proposed changes to the Board (namely the appointment of the
Proposed Directors on the terms summarised in paragraph 10 below);
and
- the Rule 9 Waiver.
The proceeds receivable by the Company from the Transaction on
Admission amount to GBP3.5 million (before expenses) and
approximately GBP3.35 million (net of expenses) (assuming that no
Broker Option Shares are issued). If the Broker Option Shares are
issued in full, the proceeds receivable by the Company from the
Transaction amount to GBP3.85 million (before expenses) and
approximately GBP3.7 million (net of expenses).
Immediately following Admission, the Concert Party will hold, in
aggregate, 1,035,000,000 Ordinary Shares, representing
approximately 41.1 per cent. of the Enlarged Issued Share Capital.
If the Promoter Warrants and the Director Warrants held by members
of the Concert Party following Admission are exercised, a further
25,000,000 Fees Shares are issued to Simon Wilkinson, the Broker
Option is not exercised, no other options or warrants are exercised
and no other Ordinary Shares are issued, the Concert Party would
hold 2,590,000,000 Ordinary Shares representing 63.6 per cent. of
the so enlarged ordinary share capital. If the Broker Option, the
Promoter Warrants, the Cornerstone Investor Warrants, the Broker
Warrants, and the Director Warrants are exercised in full and a
further 25,000,000 Fees Shares are issued to Simon Wilkinson (and
assuming no other issuance, including such as that which may arise
from the exercise of other options which may be granted to other
employees in future), the Concert Party would hold 2,590,000,000
Ordinary Shares representing 55.0 per cent. of the so enlarged
ordinary share capital. In the unlikely event that the existing
employee share options over 23,466,666 Ordinary Shares, which have
an exercise price of 2.25 pence per share, are also exercised, then
the Concert Party's holding would reduce to 54.8 per cent. of the
so enlarged ordinary share capital.
Under Rule 9 of the Takeover Code, on Admission, the Concert
Party would normally be obliged to make a general offer to all
Shareholders (other than the Concert Party) to acquire all the
Ordinary Shares not owned by the Concert Party. The Panel has
agreed to waive these obligations subject to the approval (on a
poll) of the Independent Shareholders of Resolution 1 to be
proposed at the General Meeting. The Placing is therefore subject
to the approval of that resolution by the Independent Shareholders.
Your attention is drawn to paragraph 6 below which contains further
information on the Takeover Code and the waiver of Rule 9 of the
Takeover Code.
A General Meeting has been convened for 10.00 a.m. on 21 May
2021 and will be held at the offices of Turner Pope at 8
Frederick's Place, London, EC2R 8AB.
At present, as a result of the COVID-19 pandemic, there continue
to be restrictions on gatherings of people indoors. The Company
will therefore arrange to hold the General Meeting as a closed
meeting, with the minimum attendance required to form a quorum
under the Company's articles of association. These Shareholders
will each be directors, officers or employees of the Company.
Shareholders will not be permitted to attend the General Meeting in
person but can be represented by the Chairman of the General
Meeting acting as their proxy.
Given the uncertainty around whether Shareholders will be able
to attend the General Meeting, all Shareholders are recommended to
complete and return their Form of Proxy to arrive no later than
10.00 a.m. on 19 May 2021 appointing the Chairman of the General
Meeting, as their proxy. This will ensure that Shareholders' votes
will be counted even if attendance at the General Meeting is
restricted or Shareholders are unable to attend in person.
Alternatively, Shareholders may appoint their proxy electronically
via the Registrar's website at www.investorcentre.co.uk/eproxy .
Shareholders will need their Control Number, SRN & PIN which
can be found on their Form of Proxy. CREST members can also vote by
utilising the CREST electronic proxy appointment service in
accordance with the procedures set out in the Notice. Further
instructions for voting can be found in paragraph 14 below.
If approved, the Resolutions would provide the Directors with
the authority to allot the Placing Shares, the Subscription Shares,
the Broker Option Shares, the Fees Shares, and to satisfy in full
the prospective issuance of Ordinary Shares arising from the
exercise of the Promoter Warrants, the Cornerstone Investor
Warrants, the Broker Warrants and the Director Warrants, and to
dis-apply statutory pre-emption rights in respect thereof. They
also include Resolutions to appoint the Proposed Directors, as set
out in paragraph 10 below.
The Transaction is conditional, inter alia, upon: (i) the
passing by Shareholders of all of the Resolutions at the General
Meeting; (ii) the Placing Agreement not having been terminated and
becoming unconditional in all respects save for Admission; and
(iii) Admission having become effective by no later than 8.00 a.m.
on 25 May 2021 (or such time and date as the Company, Allenby
Capital and Turner Pope may agree, being no later than 8.00 a.m. on
22 June 2021). Subject to all relevant conditions being satisfied
(or, if applicable, waived), it is expected that Admission will
occur on or around 25 May 2021.
For the purposes of the Transaction, the Executive Directors are
not considered to be independent in light of their involvement in
the Transaction. As a result, they do not accept responsibility for
the views of the Board on the Transaction and are not participating
in the recommendation to Shareholders.
Shareholders should be aware that if the Resolutions are not
approved at the General Meeting, the Transaction will not proceed
in any respect. Shareholders are urged to vote in favour of the
Resolutions, which the Independent Directors consider to be in the
best interests of the Shareholders as a whole.
2. BACKGROUND TO THE TRANSACTION
On 11 February 2021, the Company announced that, in part as a
consequence of COVID-19, the Company and in particular, Verify,
would continue to face a number of trading challenges. This is
despite the current relative strength of the Company's working
capital position. Included within this announcement, the Board
advised Shareholders that they were exploring a number of options
for the Company and its businesses and further announcements would
be made as and when appropriate.
Since that announcement, and following numerous discussions,
both internally and with third parties, surrounding the business
review, the Board has concluded that given the market outlook for
each of the Company's business units, it is essential that Location
Sciences secures additional financial resources. The Directors
believe this will give the Company more time and greater
flexibility to deliver value to the Shareholders from the Company's
two core business units, namely location verification and data and
insights.
Pleasingly the Board, with the assistance of Turner Pope, has
secured the investment commitment and support, conditional upon
each of the Resolutions being passed at the forthcoming General
Meeting, from inter alia, Mahmud Kamani, Founder & Group
Executive Chairman at Boohoo Group plc and Richard Hughes, founder
at Zeus Capital, each of whom form part of the Concert Party.
Mahmud Kamani and Richard Hughes have together introduced Simon
Wilkinson as a proposed investor and proposed Non-Executive
Chairman of the Company and as a member of the Concert Party.
The addition of these new supportive shareholders and the
experience and relationships of the Proposed Directors, together
with the additional resources from the Placing and Subscription,
would, in the Board's opinion, considerably enhance the
opportunities available to the Company.
3. COMPANY OVERVIEW
About the Company
Location Sciences is a global location verification provider to
the digital advertising industry, and works in partnership with
advertisers, media agencies and suppliers to reduce ad wastage and
improve the effectiveness of location-based advertising
campaigns.
Location Sciences has developed Verify and GeoProtect, the
world's first independent location verification products, to tackle
the global location ad fraud problem. Utilising sophisticated
machine learning and pattern recognition technologies, Verify and
GeoProtect detect location ad fraud and highlight location data
inaccuracy with the aim of bringing back integrity, transparency
and trust to the marketplace.
Location Sciences is also a specialised footfall insights
company in the UK, combining cutting-edge GDPR compliant location
data collection with proprietary machine learning analytics to
create new value and insights from location information.
Recent trading
Trading performance for the year to 31 December 2020
For the year to 31 December 2020, revenue reduced to
GBP1,080,742 (2019: GBP1,206,254) representing a decrease in
revenues of approximately 10 per cent. year-on-year. Location data
and insights delivered GBP762,170 of revenue (2019: GBP710,700)
with Verify contributing GBP318,572 (2019: GBP495,554).
The Group received GBP30,119 of grant income, including
GBP20,119 of furlough income from the UK's job retention scheme in
2020 (2019: GBP25,280). There is no grant income expected in the
foreseeable future.
In response to the COVID-19 pandemic, the Board made swift cost
reductions to mitigate the impact of the downturn in revenues.
These included salary reductions for the Board and senior members
of the team, a hiring freeze, closure of the London office and
staff being furloughed. In addition, with the exception of product
development, all operational expenses were reduced to the minimal
viable levels from April 2020 following the downturn in the
location-based advertising industry caused by the restrictions
imposed by governments globally.
These actions reduced the administrative costs for continuing
operations excluding depreciation and amortisation to GBP1,535,906
(2019: GBP2,545,767) a reduction of 40 per cent. compared to the
prior year.
The business delivered a loss before exceptional items,
amortisation and depreciation of GBP783,242 (2019: GBP1,712,986),
an operating loss of GBP1,400,019 (2019: GBP2,271,242) and a loss
after taxation of GBP1,239,268 (2019: GBP2,116,812).
Loss per Ordinary Share from continuing operations decreased
from 0.61 pence in 2019 to 0.24 pence in 2020.
Impact of COVID-19
Verify revenues have continued to be adversely impacted by the
significantly reduced advertising spend caused by the pandemic. The
anticipated uplift in Verify revenues during the fourth quarter of
2020 did not materialise and there has been no improvement in the
first part of 2021 due to the ongoing restrictions being imposed by
governments globally.
As reported during 2020, it has been a challenging time for
location-based advertising within sectors that rely on people's
movement, such as retail and Quick Service Restaurants.
The outlook for location-based advertising is poor due to the
overall impact of the pandemic on the location-based advertising
industry. In the Board's experience, mainstream media agencies are
now focused on media delivery rather than adopting new
technologies, especially those which risk limiting delivery scale
such as Verify.
Location Verification
In the first two months of 2020, the Board was buoyed by the
momentum building around Verify which included being added to the
Group M technology partner list, trials with Starbucks, Unilever
and Horizon Media Inc., as well as deals with Phillip Morris
International and Dentsu Aegis.
Unfortunately, this momentum was halted by COVID-19. Reduced
media spending on location-based advertising resulted in a
significantly reduced number of campaigns for location
verification. More significantly, a new layer of verification was
something media agencies would not promote given their need to
spend and deliver revenues. In the UK, preferred partner
relationships between location suppliers and their media agencies
amplified this challenge. The recent dispute which the Company has
had with Blis is evidence of how these relationships can override
the Verify platform findings.
It is the management team's belief that the Verify platform
needs a direct sales channel into brands and for the budget holders
to see the problem our products are solving. Although this is a
deeply opaque and unregulated part of digital advertising market,
the Directors believe more work is needed to educate brands on the
inefficiencies caused by poor data and the data quality and fraud
issues omnipresent on the location-based advertising supply
chain.
Following the announcement of the business review, the
management team is exploring options for the Company's location
verification products that could support the brand direct channel
strategy. It is the management team's belief that with the right
partners this can still be a successful SAAS offering.
The Directors are confident that the Company's products solve a
significant problem in the ad-tech ecosystem. However, finding the
right partners who are committed to promoting transparency will be
a key next step. The recent changes in the ad-tech ecosystem such
as the loss of cookies and the move to real time context are also
creating some macro tail winds and scope for optimism.
Data and Insights
The Data and Insights business has fared better despite a drop
in location events due to lack of movement from various lockdowns.
Customers such as CACI, JC Decaux and the NHS have relied on the
Company's data to show movement trends during the different phases
of the COVID-19 pandemic.
The supply of data which feeds the Data and Insights business is
being affected by the privacy changes introduced by the main
operating systems. However, the Location Sciences management team
continue to explore new supply relationships in order to maintain
the data at a level suitable for the level of insights the Company
delivers.
The Board is excited about the launch of the Company's new
Insights products for the financial services industry, with the
first such product launching on the Bloomberg Enterprise Access
Point in the next few months.
The Data and Insights business also faces challenges, in
particular with regards to location data supply, with Google and
Apple having a significant influence on how location data is
collected and processed. The Company has weathered the challenges
of location data supply to date; however, these challenges have
limited the growth of the Company's Data and Insights business as
well as increased the costs to the Company. Consequently, this
business unit is not yet break even and will require further
investment to realise its full potential.
Outlook
There is still significant uncertainty ahead for Location
Sciences. The management team is optimistic that as COVID-19
restrictions are relaxed the brakes on Location Sciences' business
will be eased.
On 11 February 2021, the Company announced that, in part as a
consequence of COVID-19, the Company and in particular, Verify,
would continue to face a number of trading challenges. This is
despite the current relative strength of the Company's working
capital position. As made clear above, the key for Verify is to
find the right partners who are committed to promoting
transparency. In the Board's view, this is imperative to deliver
the value of Verify to shareholders.
4. USE OF PROCEEDS
The Company intends to use the funds raised from the
Transaction:
- to fund the commercialisation of Location Sciences' current products and services;
- to provide funds to further develop Location Sciences' product and service portfolio; and
- for general working capital purposes.
5. INFORMATION ON THE TRANSACTION
Details of the Placing
The Placing is conditional, inter alia, upon:
- all of the Resolutions being passed without amendment at the General Meeting;
- the Company allotting, subject only to Admission, the Placing
Shares and the Broker Option Shares (if any) in accordance with the
Placing Agreement;
- Admission becoming effective by no later than 8.00 a.m. on 25
May 2021 (or such other time and/or date, being no later than 8.00
a.m. on 22 June 2021, as Allenby Capital, Turner Pope and the
Company may agree);
- the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
- the Placing Agreement not having been terminated in accordance
with its terms prior to Admission.
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the Ordinary Shares then in issue,
including the right to receive all future distributions, declared,
paid or made in respect of the Ordinary Shares from the date of
Admission. The Placing Shares will represent approximately 69.0 per
cent. of the Enlarged Issued Share Capital, if no Broker Option
Shares are issued.
None of the Directors nor the Company give any warranty or
undertaking that a subscription for VCT/EIS Shares: (i) is a
qualifying holding for the purposes of Part 6 of the Income Tax Act
2007, or that such qualifying status will not be withdrawn; or (ii)
would be regarded as "eligible shares" for the purposes of Part 5
of the Income Tax Act 2007, nor do they warrant or undertake that
the Company will conduct its activities in a way that qualifies for
or preserves its status or the status of any investment in New
Ordinary Shares. Investors considering taking advantage of any of
the reliefs available to VCTs or under EIS should seek their own
professional advice in order that they may fully understand how the
rules apply in their individual circumstances and what they are
required to do in order to claim any reliefs (if available). As the
rules governing VCT and/or EIS reliefs are complex and interrelated
with other legislation, if any potential investors are in any doubt
as to their tax position, require more detailed information than
the general outline above, or are subject to tax in a jurisdiction
other than the UK, they should consult own their professional
advisers.
Application will be made for the Placing Shares, the
Subscription Shares, the Broker Option Shares (if any) and the Fees
Shares (excluding 42,500,000 Fees Shares in respect of the second
year's fees of the Proposed Directors) to be admitted to trading on
AIM following the approval of the Resolutions. Admission is
expected to become effective by no later than 8.00 a.m. on 25 May
2021. Settlement of the Placing Shares, the Subscription Shares,
the Broker Option Shares (if any) and the Fees Shares (excluding
42,500,000 Fees Shares in respect of the second year's fees of the
Proposed Directors) is expected to take place within the CREST
system in conjunction with Admission.
It is expected that CREST accounts of the Placees who hold their
Ordinary Shares in CREST will be credited with their Placing Shares
and/or Broker Option Shares on 25 May 2021. In the case of Placees
holding Ordinary Shares in certificated form, it is expected that
certificates will be dispatched during the week commencing 31 May
2021.
The Placing and the Subscription are not being underwritten and
the Placing Shares, the Subscription Shares and the Broker Option
Shares are not subject to clawback.
Subscription
The Subscription Shares will be issued at the Placing Price,
raising GBP25,000 for the Company. One of the Executive Directors
has subscribed directly with the Company for these shares, which
are issued on the same terms and conditions as the Placing
Shares.
Details of the Broker Option
The Company has granted the Broker Option to Turner Pope to
enable the Company to raise additional funds in the event of there
being additional demand under the Placing. The Broker Option
enables Turner Pope to procure subscribers for up to 175,000,000
Broker Option Shares, at the Placing Price, which they may use to
satisfy additional demand for Ordinary Shares. Turner Pope may
exercise the Broker Option during the period from the time of this
announcement (on more than one occasion if partially exercising) at
any time up to 5.00 p.m. on 5 May 2021. The allotment and issue of
the Broker Option Shares is subject to the Placing proceeding and
all Resolutions having been passed, amongst other things.
Any issue of Broker Option Shares will be made on the same terms
and conditions as the issue of the Placing Shares. The Broker
Option Shares are not being offered to the public and are not being
offered or sold in any jurisdiction where it would be unlawful to
do so. Any Shareholder wishing to apply for any Broker Option
Shares, unless they are themselves an FCA authorised market
counterparty, will need to communicate their interest in Broker
Option Shares to Turner Pope via a FCA authorised market
counterparty such as a stockbroker or other firm authorised by the
FCA by 8.00 a.m. on 5 May 2021. Turner Pope will have absolute
discretion in the allocation of any Broker Option Shares following
the communication of any such interest, and communication of an
order to Turner Pope will not guarantee any person any allocation
or participation. The Broker Option Shares, if and when issued,
will be credited as fully paid and will rank pari passu in all
respects with the Ordinary Shares then in issue, including the
right to receive all future distributions, declared, paid or made
in respect of the Ordinary Shares from the date of Admission. If
the Broker Option is fully exercised, the Broker Option Shares
arising will represent approximately 6.5 per cent. of the Enlarged
Issued Share Capital as further increased by the full issuance of
the Broker Option Shares.
Details of the Fees Shares
The Fees Shares comprise:
- 17,500,000 Ordinary Shares to be issued at the Placing Price
in respect of GBP35,000 for the first year of fees, paid in
advance, due to Turner Pope for the provision of its broking
services to the Company following Admission, upon which it will be
appointed as joint broker to the Company;
- 120,500,000 Ordinary Shares are to be issued at the Placing
Price in settlement of fees and commission due to Turner Pope
pursuant to the Placing; and
- 85,000,000 Ordinary Shares to be issued at the Placing Price
in respect of the first and second year's fees of the Proposed
Directors, paid in advance, as set out in paragraph 10 below.
The issue of the Fees Shares reflects the agreement of Turner
Pope and the Proposed Directors to apply the amounts owed to them
by the Company in paying up new Ordinary Shares. The Fees Shares
(other than the 42,500,000 Fees Shares to be issued in respect of
the second year's fees of the Proposed Directors) will be issued at
Admission, credited as fully paid and will rank pari passu in all
respects with the Ordinary Shares then in issue, including the
right to receive all future distributions, declared, paid or made
in respect of the Ordinary Shares from the date of Admission. The
Fees Shares (excluding the 42,500,000 Fees Shares to be issued in
respect of the second year's fees of the Proposed Directors) will
represent approximately 7.2 per cent. of the Enlarged Issued Share
Capital, if no Broker Option Shares are issued, or approximately
6.7 per cent. of the Enlarged Issued Share Capital as further
increased if the Broker Option is exercised in full.
Details of the Promoter Warrants
Pursuant to the terms of the Promoter Warrant Instrument, the
Company will, conditional upon Admission, grant warrants to
subscribe for up to 1,500,000,000 Ordinary Shares, which represents
85.7 per cent. of the Placing Shares and the Subscription Shares,
to Richard Hughes, Mahmud Kamani and Simon Wilkinson, who are
members of the Concert Party. The exercise price of the Promoter
Warrants shall be the Placing Price and the Promoter Warrants shall
be capable of exercise for a period of five years from Admission.
The Promoter Warrants will not be listed and will not be
transferable. The Promoter Warrants will be allocated as set out
below:
Name Number of Ordinary Shares
subject to Promoter Warrants
Richard Hughes 500,000,000
Mahmud Kamani 500,000,000
Simon Wilkinson 500,000,000
----------------- ------------------------------
TOTAL 1,500,000,000
================= ==============================
Details of the Cornerstone Investor Warrants
Pursuant to the terms of the Cornerstone Investor Warrant
Instrument, the Company will, conditional upon Admission, grant
warrants to subscribe for up to 250,000,000 Ordinary Shares, which
represents 14.3 per cent. of the Placing Shares and the
Subscription Shares, to the Cornerstone Investors. The exercise
price of the Cornerstone Investor Warrants shall be the Placing
Price and the Cornerstone Investor Warrants shall be capable of
exercise for a period of five years from Admission. The Cornerstone
Investor Warrants will not be listed and will not be transferable.
The Cornerstone Investor Warrants will be allocated as set out
below:
Name Number of Ordinary Shares
subject to Cornerstone Investor
Warrants
Ben Turner 50,000,000
Donna Turner 75,000,000
James Pope 50,000,000
Maxine Pope 75,000,000
-------------- ---------------------------------
TOTAL 250,000,000
============== =================================
Details of the Broker Warrants
Pursuant to the terms of the Broker Warrant Instrument, the
Company will, conditional upon Admission, grant warrants to
subscribe for up to 100,000,000 Ordinary Shares, which represents
5.7 per cent. of the Placing Shares and the Subscription Shares, to
JIM Nominees Limited (as nominee on behalf of Turner Pope). The
exercise price of the Broker Warrants shall be the Placing Price
and the Broker Warrants shall be capable of exercise for a period
of five years from Admission. The Broker Warrants will not be
listed, are transferable and any transfers must be registered with
the Company. The Broker Warrants are exercisable by new holders on
the same terms as they could be exercised by Turner Pope, subject
to such new holders having been registered as holders of the Broker
Warrants in accordance with the transfer terms of the Broker
Warrant Instrument. Turner Pope has agreed to transfer, in
aggregate, 41,250,000 Broker Warrants to Dr Nigel Burton and the
Executive Directors upon Admission. Following such transfers, the
Broker Warrants will be allocated as set out below:
Name Number of Ordinary Shares
subject to Broker Warrants
JIM Nominees Limited (as nominee
on behalf of Turner Pope) 58,750,000
Dr Nigel Burton 25,000,000
Mark Slade 10,000,000
David Rae 6,250,000
---------------------------------- ----------------------------
TOTAL 100,000,000
================================== ============================
6. THE TAKEOVER CODE
The terms of the Transaction give rise to certain considerations
under the Takeover Code. Brief details of the Panel, the Takeover
Code and the protections they afford are given below.
Rule 9 of the Takeover Code
The Code is issued and administered by the Panel. The Company is
a company to which the Code applies, and its Shareholders are
entitled to the protections afforded by the Code. Under Rule 9 of
the Code, any person who acquires an interest (as defined in the
Code) in shares which, taken together with shares in which he is
already interested and in which persons acting in concert with him
are interested, carry 30 per cent. or more of the voting rights of
a company which is subject to the Code, is normally required to
make a general offer to all the remaining shareholders to acquire
their shares.
If any person, together with persons acting in concert with him,
is interested in shares which in the aggregate carry not less than
30 per cent. of the voting rights of a company but does not hold
shares carrying more than 50 per cent. of such voting rights and
such person, or any person acting in concert with him, acquires an
interest in any other shares which increases the percentage of
shares carrying voting rights in which he is interested, such
person shall extend offers, on the basis set out in Rules 9.3, 9.4
and 9.5 of the Code, to the holders of any class of equity share
capital whether voting or non-voting and also to the holders of any
other class of transferable securities carrying voting rights.
Offers for different classes of equity share capital must be
comparable; the Panel should be consulted in advance in such
cases.
An offer will not be required under Rule 9 of the Takeover Code
where control of the offeree company is acquired as a result of a
voluntary offer made in accordance with the Code to all the holders
of voting equity share capital and other transferable securities
carrying voting rights. Note 4 on Rule 9.1 of the Code further
provides, among other things, that where any person who, together
with persons acting in concert with him, holds over 50 per cent. of
the voting rights of a company and acquires further shares, then
they that person will not generally be required to make a general
offer to the other shareholders to acquire the balance of their
shares, although individual members of the concert party will not
be able to increase their percentage interest in shares through or
between a Rule 9 threshold, without Panel consent.
An offer under Rule 9 of the Code must be made in cash (or with
a cash alternative) and at the highest price paid by the person
required to make the offer, or any person acting in concert with
him, for any interest in shares of the company during the 12 months
prior to the announcement of the offer.
Rule 9 Waiver
Under Note 1 of the Notes on the Dispensations from Rule 9, the
Panel may waive the requirement for a general offer to be made in
accordance with Rule 9 if, amongst other things, the shareholders
of a company who are independent of the person who would otherwise
be required to make an offer, and any person acting in concert with
him, pass an ordinary resolution on a poll at a general meeting or
by way of a written resolution approving such a waiver.
The Company has applied to the Panel for the Rule 9 Waiver of
the Code in order to permit the implementation of the Transaction
without triggering an obligation on the part of the Concert Party,
or any member of the Concert Party, to make a general offer to
Shareholders. Subject to the approval of the Independent
Shareholders of the Whitewash Resolution taken on a poll in General
Meeting, the Panel has agreed to waive the obligations to make a
offer under Rule 9 of the Code for the entire issued share capital
of the Company that would otherwise arise as a result
implementation of the Transaction. Accordingly, the Whitewash
Resolution being proposed at the General Meeting will be taken by
means of a poll of Independent Shareholders attending and voting at
the General Meeting. Anybody who is not an Independent Shareholder
cannot vote on the Whitewash Resolution. Any Shareholder, who is
not an Independent Shareholder, has undertaken to the Company that
they will not vote on the Whitewash Resolution.
The waiver to which the Panel has agreed under the Code will be
invalidated if any purchases are made by any member of the Concert
Party, or any person acting in concert with it, in the period
between the date of this announcement and the General Meeting. No
member of the Concert Party, nor any person acting in concert with
it, has purchased Ordinary Shares in the 12 months preceding the
date of this announcement.
Potential voting rights of the Concert Party
Persons acting in concert include persons who, pursuant to an
agreement or understanding (whether formal or informal), co-operate
to obtain or consolidate control of a company.
The Concert Party consists of Richard Hughes, Rebecca Hughes,
Abigail Hughes, Mahmud Kamani, Samir Kamani, Umar Kamani, Adam
Kamani, Petar Cvetkovic, Carol Kane, Daron Lee, John Lyttle, Shaun
Mealey, Christian Stephenson and Simon Wilkinson, all of whom are
presumed to be acting in concert under the Takeover Code. No member
of the Concert Party holds any Existing Ordinary Shares.
The Concert Party will not be restricted from making an offer
for the Company.
Maximum Controlling Position
The Concert Party has conditionally agreed to subscribe for, in
aggregate,1,010,000,000 Ordinary Shares under the Placing. In
addition, a member of the Concert Party is receiving 25,000,000
Fees Shares at Admission. Consequently, immediately following
Admission, the Concert Party will hold, in aggregate, 1,035,000,000
Ordinary Shares, representing approximately 41.1 per cent. of the
Enlarged Issued Share Capital. The Concert Party's acquisition of
New Ordinary Shares would, without a waiver of the obligations
under Rule 9 of the Takeover Code, oblige the Concert Party to make
a general offer for the Company under Rule 9 of the Takeover
Code.
As part of the Transaction, certain members of the Concert Party
will be granted, in aggregate, 1,500,000,000 Promoter Warrants and
30,000,000 Director Warrants. Simon Wilkinson will also be issued
with a further 25,000,000 Fees Shares in respect of his second year
of service as Non-Executive Chairman. If the Promoter Warrants and
the Director Warrants held by members of the Concert Party
following Admission are exercised, a further 25,000,000 Fees Shares
are issued to Simon Wilkinson, the Broker Option is not exercised,
no other options or warrants are exercised and no other Ordinary
Shares are issued, the Concert Party would hold 2,590,000,000
Ordinary Shares representing 63.6 per cent. of the so enlarged
ordinary share capital.
If the Broker Option, the Promoter Warrants, the Cornerstone
Investor Warrants, the Broker Warrants, and the Director Warrants
are exercised in full and a further 25,000,000 Fees Shares are
issued to Simon Wilkinson (and assuming no other issuance,
including such as that which may arise from the exercise of other
options which may be granted to other employees in future), the
Concert Party would hold 2,590,000,000 Ordinary Shares representing
55.0 per cent. of the so enlarged ordinary share capital. In the
unlikely event that the existing employee share options over
23,466,666 Ordinary Shares, which have an exercise price of 2.25
pence per share, are also exercised then the Concert Party's
holding would reduce to 54.8 per cent. of the so enlarged ordinary
share capital.
The exercise of any of the Promoter Warrants or Director
Warrants held by members of the Concert Party and the issue of a
further 25,0000,000 Fees Shares to Simon Wilkinson would, without a
waiver of the obligations under Rule 9 of the Takeover Code, oblige
the Concert Party to make a general offer to Shareholders under
Rule 9 of the Takeover Code.
The following table sets out the Concert Party's shareholdings
(i) on Admission; and (ii) following Admission (assuming that no
Broker Option Shares are issued) in the event that all the Promoter
Warrants and the Director Warrants held by members of the Concert
Party are exercised, a further 25,000,000 Fees Shares are issued to
Simon Wilkinson and no other options or warrants are exercised or
further Ordinary Shares are issued.
Fees Placing Promoter Director Fees
Shares Shares At Admission Warrants Warrants Shares Maximum holding
No. Shares No. Shares No. Shares % No. Shares No. Shares No. Shares No. Shares %
Richard
Hughes - 200,000,000 200,000,000 7.94 500,000,000 - - 700,000,000 17.19
Rebecca
Hughes - 50,000,000 50,000,000 1.99 - - - 50,000,000 1.23
Abigail
Hughes - 50,000,000 50,000,000 1.99 - - - 50,000,000 1.23
Mahmud
Kamani - 200,000,000 200,000,000 7.94 500,000,000 - - 700,000,000 17.19
Samir
Kamani - 60,000,000 60,000,000 2.38 - - - 60,000,000 1.47
Umar
Kamani - 50,000,000 50,000,000 1.99 - - - 50,000,000 1.23
Adam
Kamani - 50,000,000 50,000,000 1.99 - - - 50,000,000 1.23
Petar
Cvetkovic - 25,000,000 25,000,000 0.99 - - - 25,000,000 0.68
Carol
Kane - 50,000,000 50,000,000 1.99 - - - 50,000,000 1.23
Daron
Lee - 125,000,000 125,000,000 4.96 - - - 125,000,000 3.07
John
Lyttle - 50,000,000 50,000,000 1.99 - - - 50,000,000 1.23
Shaun
Mealey - 25,000,000 25,000,000 0.99 - - - 25,000,000 0.68
Christian
Stephenson - 25,000,000 25,000,000 0.99 - - - 25,000,000 0.68
Simon
Wilkinson 25,000,000 50,000,000 75,000,000 2.98 500,000,000 30,000,000 25,000,000 630,000,000 15.47
Total
Concert
Party 25,000,000 1,010,000,000 1,035,000,000 41.11 1,500,000,000 30,000,000 25,000,000 2,590,000,000 63.59
============ =========== ============== ============== ====== ============== =========== =========== ============== ======
Waiver of Rule 9 of the Takeover Code
The Company applied to the Panel for a waiver of Rule 9 of the
Takeover Code in order to permit members of the Concert Party to
subscribe for in aggregate, 1,010,000,000 Ordinary Shares pursuant
to the Placing, receive 50,000,000 Fees Shares and exercise the
Promoter Warrants and Director Warrants held by the Concert Party
without triggering an obligation on the part of the Concert Party
to make a general offer for the Company. The Panel has agreed,
subject to Resolution 1 to be proposed at the General Meeting being
passed on a poll of Independent Shareholders, to waive the
requirement for the Concert Party to make a general offer to all
Shareholders where such an obligation would arise as a result of
members of the Concert Party subscribing for Placing Shares
pursuant to the Placing, receiving 50,000,000 Fees Shares and
exercising the Promoter Warrants and Director Warrants held by the
Concert Party.
In the event that the Rule 9 Waiver is granted by the Panel and
the Concert Party exercises the Promoter Warrants and the Director
Warrants held by members of the Concert Party and a further
25,000,000 Fees Shares are issued to Simon Wilkinson, the Concert
Party may hold in excess of 50 per cent. of the so enlarged
ordinary share capital. As such, the Concert Party would be
entitled to further increase its holding or voting rights without
incurring any further obligations under Rule 9 to make a mandatory
offer, although individual members of the Concert Party will not be
able to increase their percentage shareholding through or between a
Rule 9 threshold without Panel consent.
If the Resolutions are approved at the General Meeting, the
Concert Party will not be restricted from making an offer for the
Company unless the Concert Party either makes a statement that it
does not intend to make an offer or enters into an agreement with
the Company not to make an offer. No such statement has been made
or agreement entered into as at the date of this announcement.
Intentions of the Concert Party
Following completion of the Transaction, the Company's business
will be continued in the same manner as it is at present. The
Concert Party has confirmed that it has no current intention to
change the Company's plans with respect to:
- the Company's existing business (including the Company's
intentions for its research and development functions);
- the continued employment of the employees and management of
the Company, including any material change in conditions of
employment or in the balance of the skills and functions of the
employees and management;
- its strategic plans for the Company, or their likely
repercussions on employment or the locations of the Company's
places of business, including on the location of the Company's
headquarters and the headquarters' functions;
- employer contributions into any pension scheme(s), the accrual
of benefits for existing members, or the admission of new members;
or
- the redeployment of the fixed assets of the Company.
Relationship agreement
Given the size of the Concert Party's aggregate shareholding in
the Company, the Company, Allenby Capital and each member of the
Concert Party have entered into a relationship agreement to
regulate the relationship between the Company and the Concert Party
following Admission.
7. PLACING AGREEMENT
The Company has entered into the Placing Agreement with each of
Allenby Capital and Turner Pope, pursuant to which Allenby Capital
has agreed to act as nominated adviser and financial adviser in
connection with the Transaction and Turner Pope has agreed (as the
Company's placing agent) to use reasonable endeavours to procure
placees for the Placing Shares at the Placing Price. The Company
has also granted the Broker Option to Turner Pope, although Turner
Pope is not obliged to use reasonable endeavours to procure placees
for Broker Option Shares. The Placing Price represents a discount
of approximately 64 per cent. to the closing mid-market price of
0.56 pence per Ordinary Share on 30 April 2021, being the latest
practicable date prior to the publication of this announcement.
The Placing Agreement contains customary warranties given by the
Company to Allenby Capital and Turner Pope as to matters relating
to the Company and its business and a customary indemnity given by
the Company to Allenby Capital and Turner Pope in respect of
liabilities arising out of or in connection with the Transaction.
Each of Allenby Capital and Turner Pope is entitled to terminate
the Placing Agreement in certain circumstances prior to Admission,
including circumstances where any of the warranties are found not
to be true or accurate or to be misleading in any respect or on the
occurrence of certain force majeure events.
The Placing Shares are not being offered to the public and are
not being offered or sold in any jurisdiction where it would be
unlawful to do so.
8. DIRECTORS' AND PROPOSED DIRECTORS' PARTICIPATION IN THE
PLACING AND SUBSCRIPTION AND THEIR RESULTING INTERESTS IN THE
COMPANY
The Executive Directors and Proposed Directors propose to
subscribe for an aggregate of 120,000,000 Placing Shares and
12,500,000 Subscription Shares, representing approximately 7.6 per
cent. of the Placing Shares and Subscription Shares. Immediately
following Admission (assuming the issue of 42,500,000 Fees Shares
but that no Broker Option Shares are issued), the Executive
Directors and Proposed Directors will together hold an aggregate of
182,371,111 Ordinary Shares, representing 7.2 per cent. of the
Enlarged Issued Share Capital, as set out in the table below. This
figure decreases to 6.8 per cent. of the Enlarged Issued Share
Capital as further increased if the Broker Option is exercised in
full and excluding the 42,500,000 Fees Shares in respect of the
second year's fees of the Proposed Directors.
Director Number of Number of Number of Number of Resulting Resulting
Existing Placing Subscription Fees Shares number of holding
Ordinary Shares Shares to be issued Ordinary Shares as a percentage
Shares held subscribed subscribed at Admission held immediately of the Enlarged
for for following Issued Share
Admission1 Capital
Executive Directors
Mark Slade 6,204,444 20,000,000 - - 26,204,444 1.0%
David Rae 1,166,667 - 12,500,000 - 13,666,667 0.5%
Proposed Directors
Simon Wilkinson - 50,000,000 - 25,000,000 75,000,000 3.0%
Dr Nigel Burton - 50,000,000 - 17,500,000 67,500,000 2.7%
---------------- ------------ ---------------- ---------------- ------------- ----------------- ----------------
TOTAL 7,371,111 120,000,000 12,500,000 42,500,00 182,371,111 7.2%
================ ============ ================ ================ ============= ================= ================
Note: The interests above assume no Broker Option Shares are
issued and exclude the 22,888,889 unexercised but out-of-the-money
options over Ordinary Shares held at the date of this announcement
by the Executive Directors, as disclosed in the Company's 2020
Annual Report. It is expected that following Admission these
options will be surrendered and that new options will be granted to
the Executive Directors. If any new options are granted, details
will be notified to Shareholders via a Regulatory Information
Service.
9. RELATED PARTY TRANSACTIONS
The Directors' aggregate participation in the Placing and
Subscription (as set out in paragraph 8 above) and their aggregate
entitlement to Broker Warrants and Director Warrants (as set out in
paragraphs 10 and 11 below) are deemed to constitute a related
party transaction pursuant to Rule 13 and Rule 16 of the AIM
Rules.
The Independent Directors, consider, having consulted with
Allenby Capital, the Company's nominated adviser, that the terms of
the Directors' aggregate participation in the Placing and
Subscription and their aggregate entitlement to Broker Warrants and
Director Warrants are fair and reasonable insofar as the
Shareholders are concerned.
10. PROPOSED BOARD CHANGES
Conditional upon the approval of the Resolutions at the General
Meeting and Admission, and subject always to the satisfactory
discharge by Allenby Capital of its obligations under the AIM Rules
for Nominated Advisers in respect of the board changes, it is
intended that Simon Wilkinson will join the Board as Non-Executive
Chairman and Dr Nigel Burton will join the Board as a Non-Executive
Director, in each case at Admission. It is also intended that the
current Non-Executive Chairman, Kelvin Harrison, and Non-Executive
Director, Benjamin Chilcott, will step down from the Board at
Admission.
On their appointment to the Board, it is proposed that the
Company's Audit, Remuneration and Nomination Committees will be
chaired by Dr Nigel Burton and Simon Wilkinson will be a member of
all committees. Dr Nigel Burton will also assume the
responsibilities of Senior Non-Executive Director.
Simon Wilkinson
Simon Wilkinson is a highly experienced software executive and
entrepreneur, having been involved with a number of public and
private companies over his career. He was most recently CEO then
Chairman of Mobica, a world-leading, award-winning software
services company offering bespoke development, QA and consultancy.
He was previously Chief Executive Officer of Myriad Group AG, which
was listed in Zurich, and founder and Chief Executive Officer of
Magic4 Ltd, a mobile messaging software market leader, backed by
3i, Philips Ventures and Motorola Ventures, sold to Openwave
Systems for $83 million in August 2004.
Dr Nigel Burton
Following over 14 years as an investment banker at leading City
institutions including UBS Warburg and Deutsche Bank, including as
the Managing Director responsible for the energy and utilities
industries, Nigel spent 15 years as Chief Financial Officer or
Chief Executive Officer of a number of private and public
companies. Nigel is currently a Non-Executive Director of main
listed, BlackRock Throgmorton Investment Trust plc, as well as AIM
quoted companies, DeepVerge plc, eEnergy Group plc, Mobile Streams
plc and Microsaic Systems plc.
Proposed remuneration and terms for the Proposed Directors
Proposed Position Appointment Annual Number Number Number Number Number
Director term Remuneration of Fees of new of of Broker of Promoter
Shares Ordinary Director Warrants Warrants
to be Shares Warrants to be to be
issued to be to be issued issued
on issued issued (see (see paragraph
Admission for second (see paragraph 11 below)
for first year paragraph 11 below)
year of service 11 below)
of service
Two years,
subject
to three
Simon Non-Executive months'
Wilkinson Chairman notice* GBP50,000 25,000,000 25,000,000 30,000,000 - 500,000,000
Non-Executive
Director,
Chairman
of the
Audit
Committee,
Chairman
of the
Remuneration
Committee Two years,
and Chairman subject
of the to three
Dr Nigel Nomination months'
Burton Committee notice* GBP35,000 17,500,000 17,500,000 30,000,000 25,000,000 -
* Notice cannot be given by the Proposed Directors during the
first two years of their appointment except to the end of the
period to which their fees have been paid in advance.
Summary details of the letters of appointment to be entered into
between the Company and each of the Proposed Directors prior to
Admission are set out below:
To make the most effective use of the proceeds, each of the
Proposed Directors has agreed that for each of the first two years
of their appointment, the relevant fee will be paid annually in
advance and the payment owed by the Company to each of the Proposed
Directors will be applied by them in paying up such number of
Ordinary Shares as equals the annual remuneration set out in the
table above divided by the Placing Price ("Director Fees Shares"),
with each of the Proposed Directors reimbursing the Company in cash
for the employee national insurance and PAYE taxes due in respect
of those fees. Thereafter, fees will be paid in cash, monthly in
arrears.
In the event that the appointment of a Proposed Director
terminates for any reason within the first or second year of
service, the relevant Proposed Director will reimburse the Company
in cash for the value of any over-payment for that year calculated
on a pro-rata basis.
The appointment of each Proposed Director is for an initial term
of two years and can be terminated by either party upon three
months' notice (although the Proposed Directors cannot give notice
to terminate their appointment prior to the end of any twelve-month
period during which they have been remunerated annually in advance
in shares) or immediately by the Company in certain
circumstances.
In the event that a third-party takes direct or indirect
beneficial ownership of more than 50 per cent. of the share
capital, voting rights or assets of the Company or of another
participating interest carrying the right to direct the affairs of
the Company (a "Change of Control") for a consideration per
Ordinary Share which is at least a 100 per cent. premium to the
Placing Price, the annual fees of the Proposed Directors for the
second year's service (to the extent that any amount has not
already been paid) will become payable by the Company in cash as
soon as the transaction leading to the Change of Control becomes
unconditional and any reimbursement obligation of advance payment
shall not apply in the event of termination after the Change of
Control. This payment will be satisfied by the issuance to the
Proposed Directors of Director Fees Shares.
Corporate governance
The Executive Directors and the Proposed Directors recognise the
importance of good governance arrangements. Following the changes
detailed above, the Company intends to initiate a process to
identify and appoint a second independent Non-Executive Director in
addition to Nigel Burton, who is deemed independent, with a view to
making an appointment as soon as reasonably practicable and ideally
within six months following Admission, subject to finding an
appropriate candidate with relevant experience. Further
consideration will be given to appointing a third independent
Non-Executive Director following the anniversary of completion of
the Transaction and before the Company's 2022 annual general
meeting.
11. PROPOSED WARRANTS FOR DIRECTORS
To incentivise the Executive Directors and the Proposed
Directors appropriately, the following Director Warrants, issued
pursuant to the Director Warrant Instrument, will be awarded
subject to Admission.
Director Number of Ordinary Number of Ordinary Number of Ordinary
Shares Shares Shares
subject to Director subject to Broker subject to Promoter
Warrants Warrants Warrants
Mark Slade 30,000,000 10,000,000 -
David Rae 30,000,000 6,250,000 -
Simon Wilkinson 30,000,000 - 500,000,000
Dr Nigel Burton 30,000,000 25,000,000 -
----------------- --------------------- ------------------- ---------------------
TOTAL 120,000,000 41,250,000 500,000,000
================= ===================== =================== =====================
The Director Warrants, which are non-transferable, are separate
from the Broker Warrants and the Promoter Warrants and will be
exercisable at the Placing Price for five years from Admission,
provided that the Ordinary Shares have traded at a Volume Weighted
Average Price (VWAP) at or above a 50 per cent. premium to the
Placing Price for 20 consecutive Business Days, or on a change of
control of the Company.
The grant of the Promoter Warrants, which are not part of the
incentivisation scheme but included in the above table for
completeness, are conditional upon each of the Resolutions being
passed at the forthcoming General Meeting and allocated based on
the Proposed Director's participation in the Placing.
The Broker Warrants included above are an agreed allocation of
the Broker Warrants granted to JIM Nominees Limited (as nominee on
behalf of Turner Pope), further details of which are set out in
paragraph 5 above. These are not part of the incentivisation scheme
but included in the above table for completeness. The issue of the
Broker Warrants is conditional upon each of the Resolutions being
passed at the forthcoming General Meeting and the Broker Warrants
will be allocated to the Executive Directors and Proposed Directors
based on their participation in the Placing and the
Subscription.
In aggregate, the 661,250,000 Ordinary Shares subject to the
Promoter Warrants, Director Warrants and Broker Warrants granted to
the Executive Directors and the Proposed Directors represent 26.3
per cent. of the Enlarged Issued Share Capital (i.e. after the
issue of the Placing Shares, the Subscription Shares and the Fees
Shares (excluding 42,500,000 Fees Shares in respect of the second
year's fees of the Proposed Directors)). This figure reduces to
14.2 per cent. of the aggregate of the Enlarged Issued Share
Capital as further increased by the exercise in full of the Broker
Option, the Promoter Warrants, the Cornerstone Investor Warrants,
the Broker Warrants, and the Director Warrants (and assuming no
other issuance, including such as that which may arise from the
exercise of other options which may be granted to other employees
in future).
12. GENERAL MEETING
The General Meeting has been convened for 10.00 a.m. on 21 May
2021 and will be held at the offices of Turner Pope at 8
Frederick's Place, London, EC2R 8AB. The Company's preference would
be to welcome Shareholders in person to the General Meeting.
However, at present, as a result of the COVID-19 pandemic, there
continue to be restrictions on gatherings of people indoors.
The Company will therefore arrange to hold the General Meeting
as a closed meeting, with the minimum attendance required to form a
quorum under the Company's articles of association. These
Shareholders will each be directors, officers or employees of the
Company. Shareholders will not be permitted to attend the General
Meeting in person but can be represented by the Chairman of the
General Meeting acting as their proxy.
Given the constantly evolving nature of the situation, should
circumstances change before the time of the General Meeting, the
Company intends to ensure that it is able to adapt arrangements and
to welcome Shareholders to the General Meeting, within safety
constraints and in accordance with government guidelines. Should it
become possible to do so, the General Meeting will be open for all
Shareholders to attend. Any changes to the running of the General
Meeting will be notified via a Regulatory Information Services as
early as is possible before the date of the General Meeting. Any
updates to the position will also be included on the Company's
website at www.locationsciencesgroup.ai.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Transaction 4 May 2021
Publication and posting of the Circular 4 May 2021
and Form of Proxy
Latest time and date for applications 8.00 a.m. on 5 May
for the Broker Option 2021
Announcement of result of Broker Option 6 May 2021
Latest time and date for receipt of Forms 10.00 a.m. on 19 May
of Proxy for the General Meeting 2021
Time and date of General Meeting 10.00 a.m. on 21 May
2021
Announcement of result of General Meeting 21 May 2021
Admission and commencement of dealings 8.00 a.m. on 25 May
in New Ordinary Shares 2021
CREST accounts credited in respect of 25 May 2021
New Ordinary Shares in uncertificated
form
Despatch of definitive share certificates week commencing 31
in respect of New Ordinary Shares to be May 2021
issued in certificated form
Notes:
(1) If any of the above times and/or dates change, Shareholders
will be notified of the revised times and/or dates by the Company
via announcement through a Regulatory Information Service.
(2) All of the above times refer to London time unless otherwise stated.
(3) Admission and dealings in the New Ordinary Shares are
conditional upon, inter alia, the passing of the Resolutions at the
General Meeting.
KEY STATISTICS
Placing statistics
Number of Existing Ordinary Shares 587,337,398
Nominal value of Existing Ordinary Shares 0.1 pence
Number of Placing Shares 1,737,500,000
Number of Subscription Shares 12,500,000
Number of Fees Shares* 180,500,000
Enlarged issued share capital following the issue of the Placing Shares, the Subscription
Shares and the Fees Shares* 2,517,837,398
Placing Shares, Subscription Shares and Fees Shares* as a percentage of the enlarged issued 76.7 per cent.
share capital
Placing Price of Ordinary Shares to be issued as Placing Shares 0.2 pence
Market capitalisation (at the Placing Price) following the issue of the Placing Shares, the GBP5,035,675
Subscription Shares and the Fees Shares*
Expected gross proceeds of the Placing and Subscription GBP3 ,500,000
Note: These placing statistics assume that no further Ordinary Shares are issued following
the date of this announcement apart from the Placing Shares, the Subscription Shares and the
Fees Shares*, and that no Broker Option Shares are issued.
* Excluding 42,500,000 Fees Shares in respect of the second year's fees of the Proposed Directors.
Broker Option statistics
Maximum number of Broker Option Shares 175,000,000
Maximum additional gross proceeds from the full GBP350,000
exercise of the Broker Option
Potential enlarged issued share capital on Admission
following the issue of the Placing Shares, the
Subscription Shares, the Fees Shares* and the
Broker Option Shares if fully subscribed 2,692,837,398
Placing Shares, Subscription Shares, Fees Shares* 78.2 per cent.
and Broker Option Shares as a percentage of the
potential enlarged issued share capital on Admission
Note: These Broker Option statistics assume that no further
Ordinary Shares or New Ordinary Shares are issued following
the date of this announcement apart from the Placing Shares,
the Subscription Shares and the Fees Shares*, and the maximum
number of Broker Option Shares are issued.
* Excluding 42,500,000 Fees Shares in respect of the second
year's fees of the Proposed Directors.
Fully Diluted Share Capital statistics
Number of Ordinary Shares over which Promoter
Warrants will be issued 1,500,000,000
Number of Ordinary Shares over which Cornerstone
Investor Warrants will be issued 250,000,000
Number of Ordinary Shares over which Director
Warrants will be issued 120,000,000
Number of Ordinary Shares over which Broker Warrants
will be issued 100,000,000
Potential fully diluted share capital assuming
that the Promoter Warrants, Cornerstone Investor
Warrants, Broker Warrants and Director Warrants
are exercised in full 4,705,337,398
Note: These fully diluted share capital statistics assume the
Placing Shares, the Subscription Shares and all of the Fees
Shares, and the maximum number of Broker Option Shares are issued.
They do not take into account existing employee share options,
which in practical terms have no likelihood of being exercised,
other existing warrants or any new share options which may be
issued to employees under the Company's existing share option
schemes and authorities or any future such schemes.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
"AIM" AIM, a market operated by the London
Stock Exchange;
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from time
to time;
"Allenby Capital" Allenby Capital Limited (and its affiliates)
(registered number 06706681), acting
as nominated adviser to the Company;
"Board" or "Directors" the directors of the Company as at the
date of this announcement;
"Broker Option" the option granted to Turner Pope by
the Company in the Placing Agreement
to enable the Company to raise additional
funds through the issue of the Broker
Option Shares at the Placing Price (in
addition to the Placing Shares), details
of which are set out in paragraph 5
of this announcement;
"Broker Option Shares" up to 175,000,000 Ordinary Shares in
respect of which the Broker Option may
be exercised;
"Broker Warrant Instrument" the warrant instrument granting unlisted
warrants over Ordinary Shares to JIM
Nominees Limited (as nominee on behalf
of Turner Pope) and to be executed by
the Company on Admission;
"Broker Warrants" unlisted warrants to subscribe for up
to 100,000,000 Ordinary Shares, to be
issued to JIM Nominees Limited (as nominee
on behalf of Turner Pope), further details
of which can be found in paragraph 5
of this announcement;
"Business Day" any day on which banks are generally
open in England and Wales for the transaction
of business, other than a Saturday,
Sunday or public holiday;
"certificated" or "in a share or other security not held in
certificated form" uncertificated form (i.e. not in CREST);
"Company" Location Sciences Group plc (registered
number 06458458);
"Concert Party" together Richard Hughes, Rebecca Hughes,
Abigail Hughes, Mahmud Kamani, Samir
Kamani, Umar Kamani, Adam Kamani, Petar
Cvetkovic, Carol Kane, Daron Lee, John
Lyttle, Shaun Mealey, Christian Stephenson
and Simon Wilkinson;
"Cornerstone Investors" Ben Turner and James Pope, the founders
of Turner Pope, and their wives, Donna
Turner and Maxine Pope, respectively;
"Cornerstone Investor the warrant instrument granting unlisted
Warrant Instrument" warrants over Ordinary Shares to the
Cornerstone Investors and to be executed
by the Company on Admission;
"Cornerstone Investor unlisted warrants to subscribe for up
Warrants" to 250,000,000 Ordinary Shares to be
issued to the Cornerstone Investors,
further details of which can be found
in paragraph 5 of this announcement;
"CREST" a relevant system for paperless settlement
of trades in securities and the holding
of uncertificated securities operated
by Euroclear in accordance with the
CREST Regulations;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), including: (i)
any enactment or subordinate legislation
which amends or supersedes those regulations;
and (ii) any applicable rules made under
those regulations for the time being
in force;
"Director Warrant Instrument" the warrant instrument granting unlisted
warrants over Ordinary Shares to the
Directors and the Proposed Directors
and to be executed by the Company on
Admission ;
"Director Warrants" unlisted warrants to subscribe for up
to 120,000,000 Ordinary Shares, to be
issued to the Directors and the Proposed
Directors, further details of which
can be found in paragraph 11 of this
announcement;
"Enlarged Issued Share the entire issued share capital of the
Capital" Company immediately following Admission
(assuming that the Placing and Subscription
is fully subscribed, the Fees Shares
(excluding 42,500,000 Fees Shares in
respect of the second year's fees of
the Proposed Directors) are issued,
no Broker Option Shares are issued and
assuming that no further Ordinary Shares
are issued following the date of this
announcement and prior to completion
of the Placing and Subscription);
"EIS" Enterprise Investment Scheme (as such
term is used under Part 5 of the Income
Tax Act 2007);
"Euroclear" Euroclear UK & Ireland Limited;
"Executive Directors" Mark Slade and David Rae;
"Existing Ordinary Shares" the 587,337,398 Ordinary Shares in issue
on the date of this announcement, all
of which are admitted to trading on
AIM;
"FCA" the UK Financial Conduct Authority;
"Fees Shares" 223,000,000 Ordinary Shares to be issued
in respect of: (i) fees due to Turner
Pope for its first year of joint broking
services to be provided to the Company;
(ii) fees and commission due to Turner
Pope pursuant to the Placing; and (iii)
the first and second year's fees of
the Proposed Directors in accordance
with the Proposed Directors' letters
of appointment;
"Form of Proxy" the form of proxy for use by Shareholders
in connection with the General Meeting;
"FSMA" Financial Services and Markets Act 2000
(as amended);
"General Meeting" the general meeting of the Company convened
for 10.00 a.m. on 21 May 2021;
"Independent Directors" Kelvin Harrison and Benjamin Chilcott;
"Independent Shareholders" the Shareholders who are independent
of the Concert Party;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the Placing Shares, the Subscription
Shares, the Fees Shares (excluding 42,500,000
Fees Shares in respect of the second
year's fees of the Proposed Directors)
and the Broker Option Shares (if any);
"Notice" the notice convening the General Meeting;
"Ordinary Shares" the existing ordinary shares of 0.1
pence each in the share capital of the
Company;
"Panel" the Panel on Takeovers and Mergers;
"Placees" subscribers for Placing Shares and/or
Broker Option Shares;
"Placing" the placing of Placing Shares at the
Placing Price pursuant to the Placing
Agreement to certain institutional and
other investors;
"Placing Agent" Turner Pope;
"Placing Agreement" the conditional placing agreement dated
4 May 2021 between the Company, Allenby
Capital and Turner Pope relating to
the Placing and the Broker Option;
"Placing Price " 0.2 pence per Ordinary Share;
"Placing Shares" 1,737,500,000 Ordinary Shares conditionally
placed with certain institutional and
other investors pursuant to the Placing
Agreement;
"Promoter Warrant Instrument" the warrant instrument granting unlisted
warrants over Ordinary Shares to certain
members of the Concert Party and to
be executed by the Company on Admission;
"Promoter Warrants" unlisted warrants to subscribe for up
to 1,500,000,000 Ordinary Shares to
be issued to certain members of the
Concert Party, further details of which
can be found in paragraph 5 of this
announcement;
"Proposed Directors" Simon Wilkinson and Dr Nigel Burton;
"Registrar" Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY;
"Regulatory Information a service approved by the FCA for the
Service" distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website;
"Resolutions" the resolutions being put to Shareholders
in order to give effect to the Transaction;
"Rule 9 Waiver" the waiver by the Panel of the obligations
which would otherwise arise on the part
of any member of the Concert Party (individually
or collectively) under Rule 9 of the
Takeover Code in connection with the
Transaction;
"Shareholders" holders of Ordinary Shares;
"Subscription" the subscription for the Subscription
Shares by one of the Executive Directors;
"Subscription Shares" 12,500,000 Ordinary Shares conditionally
subscribed by one of the Executive Directors
pursuant to the Subscription;
"Takeover Code" or "the the City Code on Takeovers and Mergers,
Code" as amended from time to time;
"Transaction" the Placing, the Subscription, the Broker
Option, the grant of the Promoter Warrants,
the grant of the Cornerstone Investor
Warrants, the grant of the Director
Warrants, the grant of the Broker Warrants,
the allotment of Fees Shares, the proposed
changes to the Board and the Rule 9
Waiver;
"Turner Pope" Turner Pope Investments (TPI) Ltd (registered
number 09506196), acting as placing
agent to the Company;
"uncertificated" or "uncertificated recorded on the register of members
form" of the Company as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"VCT" a venture capital trust under Part 6
of the Income Tax Act 2007; and
"VCT/EIS Shares" such number of Placing Shares and/or
Broker Option Shares to be allotted
and issued to certain VCTs or to certain
persons seeking to invest in "eligible
shares" for the purpose of the EIS.
About Location Sciences Group PLC:
Location Sciences is the pre-eminent global location
verification provider to the $160 billion digital advertising
industry. Working in partnership with brands, media agencies and
suppliers to reduce ad-wastage and improve the effectiveness of
location-based advertising campaigns.
The digital advertising market-place remains unregulated and
un-monitored, with an estimated $19 billion wasted on ad-fraud in
2018. Location Sciences has developed Verify, the world's first
independent location verification product. Utilising sophisticated
machine learning and pattern recognition technologies, Verify
detects location ad-fraud and shines a light on location data
inaccuracy with the aim of bringing back integrity, transparency
and trust to the market place.
Rule 26 website: www.locationsciencesgroup.ai
Verify website: www.locationsciences.ai
LinkedIn: https://www.linkedin.com/company/locationsciences
Twitter: @LocationSci
MiFID II
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018; and (c) the
Handbook of rules and guidance issued by the FCA (the "FCA Rules")
(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 such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, TPI 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 the FCA Rules; 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.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Mark Slade
2. David Rae
------------------------------- ------------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------------
a) Position/status 1. Chief Executive Officer
2. Commercial Director and Chief
Financial Officer
------------------------------- ------------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Location Sciences Group PLC
------------------------------- ------------------------------------------
b) LEI 213800MKYV25HW2IAX70
------------------------------- ------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.1 pence each
Financial instrument, in the share capital of Location
type of instrument Sciences Group PLC. Identification
code (ISIN) for Location Sciences
Group PLC ordinary shares: GB00BGT36S19.
Identification code
------------------------------- ------------------------------------------
b) Nature of the transaction Participation in placing/subscription
of new ordinary shares
------------------------------- ------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 1. 20,000,000
0.2
p
2. 2. 12,500,000
0.2p
--------------------
------------------------------- ------------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price N/A
------------------------------- ------------------------------------------
e) Date of the transaction 4 May 2021
------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Mark Slade
2. David Rae
------------------------------- ---------------------------------------
2. Reason for the Notification
------------------------------------------------------------------------
a) Position/status 1. Chief Executive Officer
2. Commercial Director and Chief
Financial Officer
------------------------------- ---------------------------------------
b) Initial notification/Amendment Initial Notification
------------------------------- ---------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Location Sciences Group PLC
------------------------------- ---------------------------------------
b) LEI 213800MKYV25HW2IAX70
------------------------------- ---------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
------------------------------------------------------------------------
a) Description of the Warrants over ordinary shares
Financial instrument, of 0.1 pence each in the share
type of instrument capital of Location Sciences Group
PLC. Identification code (ISIN)
for Location Sciences Group PLC
ordinary shares: GB00BGT36S19.
Identification code
------------------------------- ---------------------------------------
b) Nature of the transaction Grant of warrants
------------------------------- ---------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise
price
1. 1. 40,000,000
0.2
p
2. 2. 36,250,000
0.2p
--------------------
------------------------------- ---------------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price N/A
------------------------------- ---------------------------------------
e) Date of the transaction 4 May 2021
------------------------------- ---------------------------------------
f) Place of the transaction Outside a trading venue
------------------------------- ---------------------------------------
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