TIDMMIDW
RNS Number : 0001C
Midwich Group PLC
07 June 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED IN IT, 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, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (REGULATION (EU) NO 596/2014), AS IT
FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
For immediate release
7 June 2023
Midwich Group Plc
(" Midwich " the " Company " or the " Group ")
Acquisition of S.F. Marketing, Inc. and M&A Pipeline
update
Proposed placing to raise up to GBP50m and up to GBP2m Retail
Offer
Midwich (AIM: MIDW ), a global specialist audio visual ("AV")
distributor to the trade market , is pleased to announce that it
has acquired the entire issued share capital of S.F. Marketing,
Inc. ("SFM") (the "Acquisition"), a specialist value-add AV
distributor in Canada for an enterprise value of up to CA$44.3m
(GBP26.7m) on a cash free, debt free basis (the "Consideration").
The Consideration comprises of an initial consideration of CA$39.3m
paid on completion, a CA$2.0m fixed deferred consideration paid on
the first twelve month anniversary from completion and up to a
further CA$3.0m also payable on the first twelve month anniversary,
subject to growth in operating profit. The Consideration is payable
in cash with the initial consideration financed from the Company's
existing bank facilities.
Midwich today also announces its intention to conduct a
non-pre-emptive placing to raise up to GBP50m (the "Placing"). The
net Placing proceeds will be used to pay down the Company's debt,
which will fund the initial acquisition consideration of SFM, in
addition to the Group securing funding which will enable the
execution of its identified near term acquisition pipeline (the
"M&A Pipeline"). This includes six opportunities which are
currently in due diligence and fully align with the Company's
stated growth strategy.
The Placing will be conducted through an accelerated bookbuild
(the "Bookbuild"), which will be launched immediately following
this Announcement (as defined below). Investec Bank plc
("Investec") and Joh. Berenberg, Gossler & Co. KG (" Berenberg
") are acting as joint brokers and joint bookrunners in connection
with the Placing (together, the "Joint Bookrunners").
The number of ordinary shares of one pence each in the capital
of the Company ("Ordinary Shares") to be issued pursuant to the
Placing (the "Placing Shares") and the price per Placing Share at
which the Placing Shares are to be placed (the "Placing Price")
will be decided at the close of the Bookbuilding process. The book
will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations are at
the discretion of the Joint Bookrunners and the Company. Details of
the Placing Price and the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuilding process.
The Placing will be effected pursuant to the Company's existing
shareholder authorities and therefore is not conditional upon
approval by the Company shareholders. In addition, the Board is
supportive of the Pre-Emption Group guidance that encourages
companies to consider the inclusion of retail shareholders when
issuing shares non-pre-emptively, the Company therefore intends to
undertake an offer of up to GBP2.0m, made via the PrimaryBid
platform ( the " Retail Offer ").
A placing agreement has been entered into today between the
Company and the Joint Bookrunners in connection with the Placing
(the "Placing Agreement"). The terms and conditions of the Placing
are set out in Appendix 1 to this announcement (such announcement
and its appendices together being the "Announcement"). The Retail
Offer is not made subject to the terms and conditions set out in
the Appendix 1 to this Announcement, and instead a separate
announcement will be made shortly regarding the Retail Offer and
its terms.
Acquisition Highlights
-- Midwich's second investment in the strategically important
North American region and first physical presence in Canada,
a $9.1bn market expected to grow at 5.4% CAGR to 2027
(Source: AVIXA)
-- SFM is an established player in the Canadian pro audio
market with an estimated 20-25% market share. SFM has
a strong reputation for technical services as well as
pre and post-sales support
-- Access to approximately 1,500 new customers and strengthens
Midwich's relationships with key tier-1 vendors in the
audio and visual markets
-- Opportunity to supplement SFM's existing technology portfolio
with complementary brands and new verticals to add incremental
revenue into the existing customer base
-- Provides further support for Midwich's major global customers,
who may have projects in the Canadian market
-- Experienced management team strengthens the Group's North
American capabilities in advance of further expansion
in the coming years
Financial Highlights
-- SFM has delivered CAGR growth of +12% revenue between
FY20 to FY23, with unaudited FY23 revenues expected to
be materially ahead of FY22
-- For the year ended 31 May 2022 ("FY22"), SFM delivered
revenue of CA$94.7m, a gross margin in excess of 23% and
adjusted EBIT of CA$6.1m. The acquisition represents a
multiple of approximately 7x FY22 adjusted EBIT
-- The net proceeds of the Fundraise will be used to repay
the Group's existing debt facilities, which were drawn
down to fund the Acquisition, and to provide additional
resources to fund the Group's near-term M&A Pipeline
-- The Acquisition and M&A Pipeline combined is expected
to be materially earnings accretive in the first full
year of ownership, including the impact of the Fundraise
and before synergies
-- Post completion, the Group expects leverage to be c.1.7x,
falling to c.1.2x by the end of 2023, on the assumption
that all the M&A Pipeline deals complete
Note: Canadian dollars ("CA$") with comparative figures in pound
sterling have been converted at an exchange rate of GBP GBP1 =
CA$1.66.
Stephen Fenby , Managing Director of Midwich Group plc,
commented:
"We are delighted to welcome the SFM team to the Midwich Group.
The Canadian AV market represents a significant opportunity for the
Group, and so it was important that we found a high quality
business to partner with. SFM is such a business, with high
customer service levels and market-leading technical support. The
time we have spent with the SFM management gives us great
confidence that we can work together to build an even stronger
business serving the Canadian market.
"We are committed to our established strategy of delivering
strong organic growth, supplemented by value-add targeted
acquisitions, with six more opportunities currently in due
diligence and due to complete in 2023."
For further information please contact:
Midwich Group plc Tel: +44 (0) 1379
Stephen Fenby, Managing Director 649200
Stephen Lamb, Finance Director
Investec Bank plc Tel: +44 (0) 20 7597
(NOMAD, Joint Broker and Joint Bookrunner 5970
to Midwich)
Carlton Nelson / Ben Griffiths / Cameron
MacRitchie
Berenberg Tel: +44 (0) 20 3207
(Joint Broker and Joint Bookrunner to Midwich) 7800
Ben Wright / Richard Andrews / Arnav Kapoor
/ Natasha Ninkov
FTI Consulting Tel: +44 (0) 20 3727
Alex Beagley / Tom Hufton / Rafaella de 1000
Freitas
Acquisition of S.F. Marketing, Inc . and Proposed Placing to
raise up to GBP 50 m
1. Information on SFM
SFM is a leading value-add distributor of professional AV, with
heritage in the professional audio market. It has 146 employees and
over 1,500 customers. The business was founded in 1978 and is
headquartered in the district of Dorval in Montreal. The business
has grown through long standing relationships with tier-1 brands
and developing a reputation for offering exceptional levels of
service, which remains a key focus of the business's strategy.
Prior to the Acquisition, SFM was solely owned by Sol Fleising
(Founder of SFM). Mr Fleising retains an advisory position in the
business, with day-to-day operations being overseen by the CEO
Randall Tucker.
SFM's business operates three main segments:
SFM Pro & Live Events - concentrates on the live-events
-- sector, with customers that cater for live-event studios,
broadcasting studios, as well as the rental industry that
supports the wider events market. The division represented
approximately 87 % of revenue in FY22.
SFM Retail - specialises in providing a selection of musical
-- instruments, synthesizers, mixers and associated accessories.
Customers are primarily specialist music retailers selling
to both amateurs as well as professional stage and studio
users. The division represented approximately 9 % of revenue
in FY22.
SFM Systems Integration - focuses on providing solutions
-- for customers operating within the residential and lower-end
commercial AV integration markets. Typical projects include
the fit-out of conference rooms, restaurants and home theatres.
The division represented approximately 4 % of revenue in
FY22.
These divisions are supported by a suite of technical and other
value additive support services which have been important to SFM's
growth and strong reputation in the market, which has enabled SFM
to sustain highly attractive gross margins and significant market
share.
For the year ended 31 May 2022, SFM generated revenue of
CA$94.7m, profit before tax of CA$6.0m and had gross assets of
CA$31.7m.
2. Background to and strategic rationale for the Placing and
Acquisition
Acquisition of SFM
The Acquisition of SFM is in line with the Group's disciplined
approach to acquiring profitable businesses that add value while
both strengthening and diversifying the Group's product offering
and geographical reach. The Acquisition builds on the Group's
proven track record of delivering successful and accretive deals,
with 29 businesses acquired to date, spanning 20 territories.
Through a combination of organic growth and M&A, the Group has
more than doubled both its customer and vendor numbers since 2016,
and has increased the non UK & Ireland share of its revenue
from approximately 33% to approximately 59%.
SFM is Midwich's second investment in the strategically
important North American region following the acquisition of Starin
in 2020. SFM also represents Midwich's first physical presence in
Canada, which represents 2.6% of the global AV market, with the
market expected to grow at a CAGR of 5.4% over the next 5 years to
$11.9bn in 2027 (Source: AVIXA).
SFM has a strong reputation and diversified vendor portfolio
that further grows the Group's relationships with important tier-1
vendors ( Shure, QSC, Blackmagic Design and Pioneer DJ) in the
strategically important audio and technical video markets. SFM has
minimal overlap with the Group's existing North American business,
providing the Group with approximately 1,500 new customers. Midwich
expects the acquisition of SFM to further enhance the Group's
ability to support its existing major global customers.
There is significant opportunity to supplement SFM's existing
technology portfolio with a select number of complementary brands
and new verticals to add incremental revenue opportunities into the
existing customer base, a strategy that has proved successful in
other territories. Additionally, SFM's technical knowledge and
vendor relationships will enable the Group to further develop its
offering in unified communications, a fast-growing market
segment.
SFM's highly regarded and technical management team will remain
in the business post acquisition reducing integration risks. The
additional management expertise will support Midwich's broader
North American leadership team helping shape the Group's strategy
throughout the region in advance of further investment in the
coming years.
Midwich is well positioned to support SFM's growth with a global
distribution network, complementary specialisms in AV market and a
brand portfolio which can be introduced to the SFM business as
appropriate. SFM will collaborate and build operational ties with
Starin, the Group's specialist US distribution business to support
growth across the border as well as sharing resource in marketing,
IT support and financial planning functions.
M&A Pipeline
The Group continues to develop a strong pipeline of potential
M&A opportunities. Currently, Midwich has a further six near
term bolt-on opportunities which are currently in due diligence.
These businesses cover regions including North America, EMEA as
well as the UK & Ireland, and with estimated enterprise values
ranging from approximately GBP1m to GBP20m. The Board is confident
that the majority of these transactions will be completed within
six months.
The M&A Pipeline fully aligns with the Group's stated growth
strategy and primarily focuses on higher margin technical product
areas (e.g. audio, technical video, broadcast). The Group will
continue to take a disciplined approach to the acquisition
multiples it is willing to pay, with these expected to be in line
with historical ranges previously paid by the Group. Deal
structures may include a mix of cash and shares, with further
opportunities also in negotiation.
Whilst there can be no certainty that the M&A Pipeline will
complete, the Board is highly confident that securing the necessary
funds for its M&A Pipeline, will support prompt execution of
these opportunities, whilst maintaining prudent leverage of circa
c.1.2x net debt / EBITDA by the end of FY23, well below the Group's
guided range of less than 2.0x.
The Acquisition and the M&A Pipeline combined are expected
to be materially earnings accretive in the first full year of
ownership, including the impact of the Fundraise and before
synergies. Beyond this near term set of opportunities, the Group
continues to evaluate and build its medium-term pipeline.
3. Current Trading
As detailed in the Group's AGM statement, the Group has seen
further revenue growth in the first five months of 2023, despite
the broader challenging macroeconomic backdrop in a number of
territories the Group operates in. Nevertheless, the Board remains
confident in the year ahead, and its expectations for the full year
are unchanged.
SFM has continued to trade well in FY23, with unaudited revenues
expected to be materially ahead of FY22.
The Group intends to announce a trading update for the six
months to 30 June 2023 on 18 July 2023.
4. Terms of the Acquisition
Midwich today announces that it has acquired the entire issued
share capital of SFM for a maximum consideration of up to CA$44.3m
(approximately GBP26.7m) on a cash free, debt free basis,
comprising an initial consideration of CA$39.3m (approximately
GBP23.7m) paid on completion, a CA$2.0m deferred consideration paid
on the first twelve month anniversary and a further supplementary
payment of up to CA$3.0m, paid on the first twelve month
anniversary, subject to growth in operating profit as described
below. The Consideration is payable in cash with the initial
consideration financed from the Company's existing bank facilities.
The Acquisition is not conditional on the Placing. SFM's management
team will remain with the business as part of the enlarged group
following completion.
The supplementary payment is linked to the EBIT of SFM in
respect of the financial year to 31 May 2023. Under the terms of
the supplementary payment an additional CA$10 will be payable for
each CA$1 of EBIT in excess of CA$6.1m, up to a maximum of CA$3.0m
payable at an EBIT of CA$6.4m or more. This payment will be made
twelve months from the date of completion of the Acquisition, along
with the deferred consideration. No supplementary payment will be
due at an EBIT of CA$6.1m or below.
5. Details of the Placing
The Group announces a proposed placing of the Placing Shares
with existing and new institutional investors ("Placees"), to raise
gross proceeds via the Placing of up to GBP50m to pay down debt
being used to fund the initial acquisition consideration of SFM, in
addition to the Group securing funding which will enable the prompt
execution of its identified near-term M&A Pipeline over the
next six months.
The Placing is being conducted through the Bookbuild which will
commence immediately following this Announcement. The Placing is
subject to the terms and conditions set out in the Appendix to this
Announcement.
Investec and Berenberg are acting as Joint Bookrunners in
connection with the Placing in accordance with the Placing
Agreement and the terms and conditions set out in the Appendix. The
Placing is not being underwritten by the Joint Bookrunners.
The Placing will be effected pursuant to the Company's existing
shareholder authorities and is not conditional upon approval by the
Company shareholders.
The number of Placing Shares and the Placing Price will be
decided at the close of the Bookbuilding process. The book will
open with immediate effect following this Announcement. The timing
of the closing of the book, pricing and allocations are at the
discretion of the Bookrunners and the Company. Details of the
Placing Price and the number of Placing Shares will be announced as
soon as practicable after the close of the Bookbuilding
process.
In addition, the Board is supportive of the Pre-Emption Group
guidance that encourages companies to consider the inclusion of
retail shareholders when issuing shares non-pre-emptively, the
Company therefore intends to undertake an offer of up to GBP2.0m,
made via the PrimaryBid platform.
The Company acknowledges that it is seeking to issue new
Ordinary Shares in excess of 10 per cent. of its existing issued
ordinary share capital on a non-pre-emptive basis, in line with its
existing authorities. The Board has chosen this structure to
minimise costs and reduce the time to completion of the Placing, as
well as incorporating a Retail Offer alongside the non-pre-emptive
issue to broaden participation in the Fundraise as a whole.
Investec and Berenberg, as agents for the Group, have
conditionally agreed to use their reasonable endeavours to place
the Placing Shares at the Placing Price on the terms and subject to
the conditions set out in a placing agreement entered into between
the Company and the Joint Bookrunners on 7 June 2023. The Appendix
to this Announcement (which forms part of this announcement) sets
out further information relating to the Bookbuild, the Placing
Agreement and the terms and conditions of the Placing.
The new Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
issued O rdinary Shares. This includes the right to receive all
dividends and other distributions declared or paid in respect of
such O rdinary Shares after the date of issue of the new Ordinary
Shares.
Application has been made to London Stock Exchange plc for the
new Ordinary Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will take place at 8.00 a.m. on 12
June 2023 (or such date as may be agreed between the Company and
the Joint Bookrunners). The Fundraising is conditional upon,
amongst other things, Admission becoming effective. The Fundraising
is also conditional on the Placing Agreement between the Company
and the Joint Bookrunners not being terminated in accordance with
its terms prior to Admission.
The Placing is being conducted subject to the terms and
conditions set out in the Appendix (which forms part of this
Announcement).
The Retail Shares will be subscribed for on the basis set out in
the separate announcement regarding the Retail Offer released by
the Company today, rather than pursuant to the terms and conditions
of the Placing contained in the Appendix.
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. Persons who
choose to participate in the Placing, by making an oral or written
offer to subscribe for Placing Shares, will be deemed to have read
and understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions herein, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained
in the Appendix.
IMPORTANT NOTICES
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness. The information in this Announcement is
subject to change.
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in,
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions. The Placing Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state of other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state of other jurisdiction of the United
States. No public offering of securities is being made in the
United States.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring
new ordinary shares of GBP0.01 each pursuant to the Placing
("Placing Shares") are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the
Placing. This Appendix and the terms and conditions set out herein
are for information purposes only and are directed only at: (a) in
a member state of the European Economic Area (the "EEA"), persons
who are, unless otherwise agreed by Investec (as defined below) and
Berenberg (as defined below) (together, the "Joint Bookrunners") ,
"qualified investors" as defined in Article 2(e) of the Prospectus
Regulation (EU) 2017/1129 as supplemented by Commission Delegated
Regulation (EU) 2019/980 and Commission Delegated Regulation (EU)
2019/979 (the "EU Prospectus Regulation") and includes any relevant
implementing measure in any member state); and (b) in the United
Kingdom, persons who are qualified investors within the meaning of
Article 2(e) of the EU Prospectus Regulation as amended and
transposed into the laws of the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018 and the European Union
(Withdrawal Agreement) Act 2020 (as amended) (the "UK Prospectus
Regulation") and who are: (i) "investment professionals" within the
meaning of Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 as amended (the "Order");
(ii) persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc") of the Order;
or (iii) persons to whom it may otherwise be lawfully communicated
(all such persons together being referred to as "Relevant
Persons"). This Announcement and the terms and conditions set out
herein must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this Announcement and the terms and conditions set out herein
relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. Persons into whose possession this
Announcement (including the Appendix) comes are required by the
Company and the Joint Bookrunners to inform themselves about and to
observe any such restrictions.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply. No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. Persons needing
advice should consult an independent financial adviser. Reliance on
this Announcement for the purpose of engaging in any investment
activity may expose an individual to a significant risk of losing
all of the property or other assets invested.
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 has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by either of the Joint Bookrunners, or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to or in relation to, the accuracy or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to any interested person or its advisers, and any
liability therefore is expressly disclaimed. None of the
information in this Announcement has been independently verified or
approved by either of the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by
the regulatory regime established under it, no responsibility or
liability whether arising in tort, contract or otherwise, is
accepted by either of the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates for any errors, omissions or inaccuracies
in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
Investec Bank plc is authorised by the Prudential Regulatory
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority ("FCA") . Investec Europe
Limited (trading as Investec Europe), acting as agent on behalf of
Investec Bank plc in certain jurisdictions in the EEA, ("Investec
Europe" and Investec Bank plc together, "Investec") is regulated in
Ireland by the Central Bank of Ireland. Investec is acting
exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement and other matters
described in this Announcement. Investec will not regard any other
person as its client in relation to the Placing, the contents of
this Announcement and other matters described in this Announcement
and 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 to any other person in relation to
the Placing, the content of this Announcement or any other matters
referred to in this Announcement.
Investec's responsibilities as the Company's nominated adviser
under the AIM Rules for Nominated Advisers are owed solely to
London Stock Exchange plc (the "London Stock Exchange") and are not
owed to the Company or to any director of the Company or to any
other person.
Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg"), which is authorised and regulated by the German
Federal Financial Supervisory Authority (BaFin) and in the United
Kingdom is deemed authorised under the Temporary Permission Regime
and subject to limited regulation by the FCA, is acting solely for
the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the transactions and arrangements described
in this Announcement. Berenberg is not responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to clients of Berenberg or for providing
advice in connection with the contents of this Announcement or the
transactions and arrangements described herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or either of the Joint
Bookrunners that would permit an offering of such shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company, Investec and Berenberg to inform themselves about, and to
observe, such restrictions.
In connection with the Placing, each of the Joint Bookrunners
and any of their affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for the own accounts or otherwise deal for their own
account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners and any of their affiliates acting in such capacity. In
addition, the Joint Bookrunners and any of their affiliates may
enter into financing arrangements (including swaps) with investors
in connection with which the Joint Bookrunners and any of their
respective affiliates may from time to time acquire, hold or
dispose of shares. The Joint Bookrunners do not intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
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.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic and business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. These forward-looking statements reflect
the Company's judgment at the date of this Announcement and are not
intended to give any assurance as to future results and cautions
that its actual results of operations and financial condition, and
the development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement. The information
contained in this Announcement is subject to change without notice.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates, supplements or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors
EU Product Governance Requirements
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 as amended and
transposed into the laws of the United Kingdom pursuant to the
Markets in Financial Instruments (Amendment) (EU Exit) Regulations
2018; (together, the " MiFID II Product Governance Requirements "),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer " (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional
clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "EU Target Market
Assessment "). Notwithstanding the EU 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;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in 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 EU
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 EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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 Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Each distributor is responsible for undertaking its own EU
Target Market Assessment in respect of the Placing Shares and
determining appropriate distribution channels.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of UK Prospectus Regulation; (b) eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (c) retail clients who do not meet the definition of
professional client under (b) or eligible counterparty per (c); and
(ii) eligible for distribution through all distribution channels as
are permitted by Directive 2014/65/EU (the "UK Target Market
Assessment"). Notwithstanding the UK 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 UK
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 UK Target Market Assessment, the Joint
Bookrunners shall only procure investors which meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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 UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO
ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS , "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(EU) 2017/1129 AS SUPPLEMENTED BY COMMISSION DELEGATED REGULATION
(EU) 2019/980 AND COMMISSION DELEGATED REGULATION (EU) 2019/979
(THE "EU PROSPECTUS REGULATION") AND INCLUDES ANY RELEVANT
IMPLEMENTING MEASURE IN ANY MEMBER STATE); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS AMED AND TRANSPOSED
INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT)
ACT 2020 (AS AMED) (THE "UK PROSPECTUS REGULATION") AND WHO ARE:
(I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 AS AMED (THE "ORDER"); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING
THE APPIX) COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNERS TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, AND MAY NOT BE
OFFERED OR SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE
COMMISSION (THE SEC), ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, 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, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee will be deemed to have read and
understood this Announcement (including this Appendix) and hereby
agrees with the Joint Bookrunners and the Company to be bound by
these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall,
without limitation, become so bound if either Bank confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company have entered into a
placing agreement (the "Placing Agreement"), under which the Joint
Bookrunners have, on the terms and subject to the conditions set
out therein, undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. It is
expected that the Placing will raise GBP50 million in gross
proceeds. The Placing is not being underwritten by the Joint
Bookrunners or any other person.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing ordinary
shares of GBP0.01 in the capital of the Company ("Ordinary
Shares"), including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under MIDW with ISIN
GB00BYSXWW41.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and dealings in the Placing
Shares will commence at 8.00 a.m. on or around 12 June 2023 ( "
Admission " ). In any event, the latest date for Admission is 8.00
a.m. on 19 June 2023 (the " Long Stop Date ").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Joint Bookrunners are arranging the Placing as agents for the Company.
2. The number of Placing Shares to be issued and the Placing
Price will be agreed between the Joint Bookrunners and the Company
following completion of a bookbuilding exercise by the Joint
Bookrunners (the " Bookbuild "). The results of the Bookbuild will
be released via a Regulatory Information Service following the
completion of the Bookbuild.
3. The Bookbuild is expected to close no later than 8.00 a.m. on
8 June 2023 but may be closed earlier or later at the discretion of
the Joint Bookrunners. The Joint Bookrunners may, in agreement with
the Company, accept bids received after the Bookbuild has
closed.
4. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
either of the Joint Bookrunners. The Joint Bookrunners and their
affiliates are entitled to participate in the Placing as
principal.
5. The Company and the Joint Bookrunners reserve the right (i)
to scale back the number of Placing Shares to be subscribed for by
any Placee in the event of the Placing being over-subscribed; and
(ii) not to accept offers for Placing Shares or to accept such
offers in part rather than in full. The Company reserves the right
to reduce the amount to be raised pursuant to the Placing, in
agreement with the Joint Bookrunners.
6. Each Placee's allocation of Placing Shares has been or will
be confirmed to Placees orally, or in writing (which can include
email), by either Bank and a trade confirmation or contract note
has been or will be dispatched as soon as possible thereafter. The
relevant Bank's oral or written confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the relevant Bank and the
Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
association. Except with the relevant Bank's consent, such
commitment will not be capable of variation or revocation.
7. Each Placee's allocation will, unless otherwise agreed
between the Placee and the relevant Bank, be evidenced by a trade
confirmation or contract note issued to each such Placee by such
Bank. The terms and conditions of this Announcement (including this
Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be
legally binding on the Placee on behalf of which it is made and
except with the relevant Bank's consent will not be capable of
variation or revocation from the time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank (as agent for the
Company), to pay to such Bank (or as such Bank 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.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations of the Joint Bookrunners under the Placing
will be subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
12. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. To the fullest extent permissible by law and the applicable
rules of the FCA, neither of the Joint Bookrunners nor the Company
nor any of their affiliates shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Joint Bookrunners and their affiliates shall
have no liability to the Placees for the failure of the Company to
fulfil those obligations. In particular, neither of the Joint
Bookrunners nor the Company nor any of their affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Placing.
As part of the Placing, the Company has agreed that it will not,
inter alia, issue or sell any Ordinary Shares for a period of 90
days after Admission without prior consent from the Joint
Bookrunners.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement
in respect of, amongst other things, the Placing, are conditional
on, inter alia:
14. the release of this Announcement and the announcement in
relation to the Primary Bid offer to an RIS by no later than 17.00
p.m. on 7 June 2023;
15. the Company having complied with all of its obligations
under the Placing Agreement in all material respects in the context
of the Placing to the extent that such obligations fall to be
performed prior to Admission;
16. the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;
17. the warranties given by the Company in the Placing Agreement
being true and accurate and not misleading in any respect as at the
date of the Placing Agreement or at any time between the date of
the Placing Agreement and Admission;
18. in the joint opinion of the Joint Bookrunners (acting in
good faith), there having been no adverse change in, or any
development involving or reasonably likely to involve a prospective
adverse change in or affecting, the condition (whether financial,
operational, legal or otherwise), earnings, business affairs,
reputation, management, properties, business prospects or financial
prospects, assets, rights, results of operations, net asset value,
funding position, liquidity or solvency of the Company or of the
Group which is material in the context of the Group (taken as a
whole), whether or not arising in the ordinary course of business
whether or not covered by insurance and whether or not
foreseeable;
19. Admission taking place on or before 8.00 a.m. on 12 June
2023 (or such later time as may be agreed between the Company and
the Joint Bookrunners, being not later than 8.00 a.m. on the Long
Stop Date); and
20. the Placing Agreement not having been terminated by the Joint Bookrunners.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Bookrunners (acting jointly)
by the respective time or date where specified (or such later time
or date as the Joint Bookrunners may notify to the Company); (ii)
any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof. The Joint
Bookrunners (acting jointly) may, at their discretion and upon such
terms as they think fit, waive, or extend the period for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement save that the condition relating to Admission taking
place by the Long Stop Date may not be waived. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither of the Joint Bookrunners, nor the Company nor any of
their respective affiliates shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners. Placees will have no rights
against the Joint Bookrunners, the Company or any of their
respective members, directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended) or otherwise.
Right to terminate the Placing Agreement
The Joint Bookrunners are each entitled to terminate the Placing
Agreement by giving notice to the Company in certain circumstances,
including, inter alia, if before Admission (in respect of the
Placing):
21. the Company is in breach of any of its obligations under of
the Placing Agreement (to the extent such obligations fall to be
performed prior to Admission);
22. any of the warranties given by the Company in the Placing
Agreement being untrue or misleading in any respect or misleading
prior to Admission;
23. any statement contained in any of the Placing documents is
untrue or inaccurate in any material respect or misleading (in each
ease in the opinion of either Bank, acting in good faith) or that
matters have arisen which would, if the Placing documents were
issued at that time, constitute a material omission therefrom or a
misleading inaccuracy in any announcements released by the Company
through an RIS or other document issued to Shareholders of the
Company or otherwise to the public;
24. there is a significant change affecting any matter contained
in the Placing documents or a matter, fact, circumstance or event
having arisen such that in the opinion of either of the Joint
Bookrunners a supplementary public announcement is required to be
released;
25. in the opinion of either Bank, any adverse change in, or any
development involving or reasonably likely to involve a prospective
adverse change in or affecting, the condition (whether financial,
operational, legal or otherwise), earnings, business affairs,
reputation, management, properties, business prospects or financial
prospects, assets, rights, results of operations, net asset value,
funding position, liquidity or solvency of the Company or of the
Group which is material in the context of the Group (taken as a
whole), whether or not arising in the ordinary course of business
whether or not covered by insurance and whether or not
foreseeable;
26. the application for Admission being refused by the London Stock Exchange;
27. the cancellation or suspension by the London Stock Exchange
of trading in the Company's securities; or
28. any of the following has occurred and either Bank considers
such events would be likely to have an adverse effect on the
financial or trading position or the business or prospects of the
Group which is material in the context of the Group as a whole or
which materially prejudices the Group or renders the Placing or
Admission impractical or inadvisable:
- the suspension of trading in securities generally on the
London Stock Exchange or the New York Stock Exchange trading is
limited or minimum prices established on any such exchange; or
- the declaration of a banking moratorium in London or by the US
federal or New York State authorities or any material disruption to
commercial banking or securities settlement or clearance services
in the US or the UK; or
- any change (whether or not foreseeable at the date of this
Agreement), or development involving a prospective change, in
national or international financial, economic, political,
industrial or market conditions or currency exchange rates or
exchange controls, or any incident of terrorism or outbreak or
escalation of hostilities or any declaration by the UK, the US or
any member state of the European Union of a national emergency or
war or any other calamity or crisis;
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Joint Bookrunners of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Bookrunners and that
the Joint Bookrunners need not make any reference to Placees in
this regard and that neither of the Joint Bookrunners nor any of
their respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information") (save that
in the case of Exchange Information and Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph). Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Exchange Information and/or Publicly
Available Information), representation, warranty, or statement made
by or on behalf of the Company or the Joint Bookrunners or any
other person and neither of the Joint Bookrunners , nor the Company
nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Joint Bookrunners , the Company or
their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor the Joint Bookrunners are making any undertaking or
warranty to any Placee regarding the legality of an investment in
the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser
and financial adviser for independent legal, tax and financial
advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. 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 the relevant Bank in accordance with the
standing CREST settlement instructions which they have in place
with the relevant Bank.
Settlement of transactions in the Placing Shares (ISIN:
GB00BYSXWW41) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited (" CREST ")
provided that, subject to certain exceptions, the Joint Bookrunners
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
12 June 2023 unless otherwise notified by the Joint Bookrunners.
Admission is expected to occur by 8.00 a.m. on 12 June 2023 or
otherwise at such later time as may be agreed between the Company
and the Joint Bookrunners, not being later than the Long Stop
Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the relevant Bank may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for such Bank's account and benefit (as
agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due (chargeable daily on
payments not received from Placees on the date due). The relevant
Placee will, however, remain liable and shall indemnify such Bank
on demand for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve
tax or securities transfer tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the relevant Bank such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which the relevant Bank lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has
fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that any form of confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither of the Joint Bookrunners nor
the Company will be liable in any circumstances for the payment of
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Joint Bookrunners (for
themselves and on behalf of the Company):
29. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
30. it is relying solely on this Announcement and not on any
other information given, or representation or statement made at any
time, by any person concerning the Company, the Placing Shares or
the Placing. It agrees that neither the Company nor the Joint
Bookrunners, nor any of their respective officers, agents,
employees or affiliates will have any liability for any other
information or representation. It irrevocably and unconditionally
waives any rights it may have in respect of any other information
or representation;
31. that the shares in the capital of the Company are admitted
to trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such Exchange 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;
32. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
33. that the exercise by either of, or both of, the Joint
Bookrunners of any right or discretion under the Placing Agreement
shall be within the absolute discretion of such Bank or both Joint
Bookrunners (acting jointly) and the relevant Bank or the Joint
Bookrunners (acting jointly) (as the case may be) need not have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Joint Bookrunners or the Company, or any of their respective
officers, directors or employees, under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
34. that these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information (save that in the case of Exchange
Information and Publicly Available Information, a Placee's right to
rely on that information is limited to the right that such Placee
would have as a matter of law in the absence of this paragraph),
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee
agrees that neither the Company, nor either of the Joint
Bookrunners nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;
35. it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained in this document and, if given or made, any
information or representation must not be relied upon as having
been authorised by the Joint Bookrunners or the Company;
36. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(2) of the
EU Prospectus Regulation or Article 5(1) of the UK Prospectus
Regulation (as applicable), (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
any Member State of the EEA which has implemented the EU Prospectus
Regulation other than Qualified Investors, or in the United Kingdom
to qualified investors within the meaning of the UK Prospectus
Regulation, or in circumstances in which the prior consent of the
Joint Bookrunners have been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons
in any member state of the EEA or the United Kingdom other than EEA
Qualified Investors or UK Qualified Investors (as applicable), the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable) as having been made to such persons;
37. that neither it nor, as the case may be, its clients expect
the Joint Bookrunners to have any duties or responsibilities to
such persons similar or comparable to the duties of "best
execution" and "suitability" imposed by the FCA's Conduct of
Business Source Book, and that the Joint Bookrunners are not acting
for it or its clients, and that the Joint Bookrunners will not be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
38. that 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 of the Joint Bookrunners nor the Company
nor any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested either of the Joint Bookrunners,
the Company or any of their respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them to provide it with any such information;
39. that 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 this Announcement, the Exchange
Information and the Publicly Available Information (save that in
the case of Exchange Information and Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph), 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 this
Announcement, the Exchange Information and the Publicly Available
Information;
40. that neither of the Joint Bookrunners nor the Company nor
any of their respective Affiliates, agents, directors, officers or
employees has made any representation or warranty to it, express or
implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement, the Exchange Information or the Publicly Available
Information;
41. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
42. that, unless specifically agreed with the Joint Bookrunners,
it is not and was not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for and/or purchase Placing
Shares was given and it is not acquiring Placing Shares with a view
to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of any Placing Shares into the United
States and it will not reoffer, resell, pledge or otherwise
transfer the Placing Shares except pursuant to an exemption from
the registration requirements of the Securities Act and otherwise
in accordance with any applicable securities laws of any state or
jurisdiction of the United States;
43. that it is not a national or resident of Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance or or the South African Reserve Bank and that
the Placing Shares are not being offered for sale and may not be,
directly or indirectly, offered, sold, transferred or delivered in
or into Canada, Australia, the Republic South Africa or Japan;
44. if it is outside the United Kingdom, neither this document
nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
45. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
46. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
47. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as either Bank may in its discretion determine
and without liability to such Placee;
48. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Joint Bookrunners or any of their respective directors,
officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing
or its acceptance;
49. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
50. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Joint Bookrunners, provided that where the
Placee is acting in its capacity as a discretionary investment
manager on behalf of its underlying clients (who include
individuals and/or retail clients), then it is the discretionary
investment manager that is to be regarded as the Placee for the
purpose of this Announcement and not the underlying client and, for
the avoidance of doubt, the representations and warranties given
are to be taken as made on behalf of the Placee itself and not
their underlying client;
51. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
52. that, unless otherwise agreed by the Joint Bookrunners, it
is a qualified investor (as defined in section 86(7) of the
Financial Services and Markets Act 2000, as amended (" FSMA ");
53. that, unless otherwise agreed by the Joint Bookrunners, it
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
54. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
55. that any money held in an account with either Bank (or its
nominees) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the relevant Bank (or its nominee) money in
accordance with such client money rules and will be used by such
Bank in the course of its own business and each Placee will rank
only as a general creditor of the relevant Bank;
56. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
57. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
58. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
of the relevant Placing Shares becomes effective;
59. that it appoints irrevocably any director of the relevant
Bank as its agent for the purpose of executing and delivering to
the Company and/or its registrars any document on its behalf
necessary to enable it to be registered as the holder of the
Placing Shares;
60. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
61. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither of the
Joint Bookrunners nor the Company has considered its particular
objectives, financial situation and needs;
62. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
63. that it will indemnify and hold the Company and the Joint
Bookrunners and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Joint Bookrunners will rely on the truth and accuracy of
the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Bookrunners
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Joint Bookrunners for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
64. that time shall be of the essence as regards obligations pursuant to this Appendix;
65. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Joint Bookrunners to provide any legal, financial,
tax or other advice to it;
66. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Joint
Bookrunners shall notify it of such amendments;
67. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and EU MAR as amended
and transposed into the laws of the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018 and the European Union
(Withdrawal Agreement) Act 2020 (as amended), (ii) in connection
with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and (iii) it is not a
person: (a) with whom transactions are prohibited under the
applicable law or any economic sanction programmes administered by,
or regulations promulgated by, the Office of Foreign Assets Control
of the U.S. Department of the Treasury; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations (together, the "
Regulations "); and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the
Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which either Bank may
request from it in connection with the Placing (for the purpose of
complying with such Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by the Joint
Bookrunners on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Joint Bookrunners
may decide in their absolute discretion;
68. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA under
FSMA and forming part of the FCA's Handbook of rules and guidance,
as amended from time to time ;
69. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
70. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
71. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Bookrunners;
72. that the Joint Bookrunners owe no fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
73. the Joint Bookrunners and the Company are entitled to
exercise any of their rights under the Placing Agreement or any
other right in their absolute discretion without any liability
whatsoever to them;
74. any of the Placee's clients, whether or not identified to
either Bank, will remain its sole responsibility and will not
become clients of the Joint Bookrunners for the purposes of the
rules of the FCA or for the purposes of any other statutory or
regulatory provision;
75. that the Joint Bookrunners or any of their respective
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
76. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
77. that if it has received any confidential inside information
concerning the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available; and
78. that the Placing is not conditional on completion of the
Acquisition that the Acquisition is dependent on certain conditions
being satisfied and that accordingly neither the Company nor either
of the Joint Bookrunners warrants or represents that the
Acquisition will complete.
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Joint Bookrunners for
themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
expressed or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
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END
ACQNKOBBPBKDQAK
(END) Dow Jones Newswires
June 07, 2023 11:37 ET (15:37 GMT)
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