TIDMMLVN
RNS Number : 1867U
Malvern International PLC
31 March 2021
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF AFC ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND CONDITIONS
OF THE PLACING.
31 March 2021
Malvern International plc
( " Malvern" or the " Company " )
Fundraising to raise up to GBP1.3 million
Malvern International plc (AIM: MLVN), the global learning and
skills development partner, announces that the Company is carrying
out an equity fundraising to raise gross proceeds of approximately
GBP1.21 million. The fundraising will consist of a firm and
conditional placing to raise up to GBP0.75 million through the
issue of 604,822,470 new Ordinary Shares (the "Placing") and a firm
and conditional subscription to raise approximately GBP0.46 million
through the issue of 230,000,000 new Ordinary Shares (the
"Subscription"), in each case at a price of 0.2 pence per share
(the "Issue Price") (the "Fundraising").
The Issue Price represents a discount of approximately 13 per
cent. to the closing mid-market price of 0.23 pence per Existing
Ordinary Share on 30 March 2021, being the latest practicable date
prior to the announcement of the Fundraising.
The Subscription is being made by Boost & Co., the principal
debt provider to the Company, and certain other investors.
The Directors have concluded that proceeding with the
Fundraising is the most suitable option available to the Company
for raising additional funds through the issue of new Ordinary
Shares and that issuing the new Ordinary Shares at a discount is
fair and reasonable so far as all existing Shareholders are
concerned.
The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix III to this Announcement and will close later
today.
Fundraising Highlights
-- Fundraising by way of the Placing and the Subscription to
raise in aggregate up to approximately GBP1.21 million (before
expenses) through the issue of an aggregate of approximately
604,822,470 new Ordinary Shares at the Issue Price.
-- Placing to be conducted via an accelerated bookbuild process
of new Ordinary Shares at the Issue Price.
-- The Company has conditionally raised GBP0.46 million (before
expenses) through the Subscription of 230,000,000 Ordinary Shares
at the Issue Price.
-- The Issue Price represents a discount of approximately 13 per
cent. to the closing mid-market price of 0.23 pence per Ordinary
Share on 30 March 2021, being the latest practicable date prior to
the announcement of the Fundraising.
-- The Fundraising Shares, assuming full take-up, will represent
approximately 33.4 per cent. of the Enlarged Issued Share
Capital.
-- The majority of the net proceeds of the Fundraising will be
used to supplement the Company's working capital resources and
strengthen the Company's balance sheet with a view to providing
sufficient liquidity and flexibility to allow the Company to manage
through the remainder of 2021 which is expected to be a loss making
period due to COVID-19.
Highlights - Trading Update
-- The audit of the results for the year ended 31 December 2020
has not yet been completed. Unaudited management accounts for the
year show revenue for the year of GBP2.3 million (2019: audited
GBP4.7 million) and a loss before tax of GBP1.5 million (2019:
audited GBP4.3 million). The results for the year were
significantly impacted by losses and write offs arising from the
closure of the Singapore operations and by the impact of COVID-19
which resulted in the Company's schools being physically closed for
approximately five months of the year.
-- The Company's audited results for the year ended 31 December
2020 are expected to be completed following completion of the
Fundraising and announced in June 2021.
-- Further details on the Company's current trading and
prospects are set out in paragraph 4 of the section headed
Additional Information of this announcement
The Fundraising
The Fundraising comprises a proposed placing and subscription of
new Ordinary Shares to be effected in two tranches. The first
tranche of up to 240,933,450 new Ordinary Shares (the "Firm
Fundraising Shares") will utilise the Company's existing
shareholder authorities to issue the Firm Fundraising Shares on a
non-pre-emptive basis for cash (the "Firm Fundraising") and will
consist of 72,500,000 Firm Subscription Shares and 168,433,450 Firm
Placing Shares. The second conditional tranche of 363,889,020 new
Ordinary Shares (the "Conditional Fundraising Shares") will be
conditional (amongst other things) on the passing of Resolution 1
being proposed at the General Meeting of the Company to be held on
20 April 2021 (or any adjournment thereof) which will renew the
Company's authority to disapply statutory pre-emption rights and
issue shares on a non-pre-emptive basis for cash.
WH Ireland Limited ("WH Ireland") are acting as broker in
connection with the Placing. The Placing Shares are being offered
by way of an accelerated bookbuild (the "Bookbuild"), which will be
launched immediately following this Announcement, in accordance
with the terms and conditions set out in Appendix III to this
Announcement and is expected to close later today.
The timing of the closing of the Bookbuild and the allocation of
Placing Shares to be issued at the Issue Price are to be determined
at the discretion of the Company and WH Ireland.
A further announcement will be made following the close of the
Bookbuild, confirming final details of the Placing.
The Placing is not being underwritten.
The expected timetable of principal events is set out in
Appendix I to this Announcement.
WH Ireland are playing no role in connection with the
Subscription.
The Placing is conditional upon (amongst other things) the
Placing Agreement not having been terminated prior to First
Admission and Second Admission as appropriate. The Fundraising is
not conditional on a minimum amount being raised.
For further enquiries:
Malvern International plc www.malverninternational.com
Richard Mace (Chief Executive Officer)
Mark Elliott (Chairman) Via Communications Portfolio
WH Ireland - Nominated Adviser +44 (0) 207 220 1666
and Broker www.whirelandcb.com
Mike Coe / Chris Savidge (Corporate
Finance)
Jasper Berry (Corporate Broking)
Communications portfolio - Public +44 (0) 203 727 1000
Relations ariane.comstive@communications-portfolio.co.uk
Ariane Comstive
Additional Information
1. Background to, and reasons for, the Fundraising
In its June 2020 Fundraise the Company indicated that it
expected its trading would be interrupted for some time by COVID-19
and was working on the assumption that levels of business would not
return to normal levels until early 2021. It is has turned out this
was not the case. Malvern's business is still being impacted by the
on-going effects of COVID-19 and the Directors consider this will
continue for the remainder of this year.
The purpose of the Fundraising announced today is to ensure
Malvern has the cash resources to trade through the continued
difficulties and to build on the very significant progress that it
has made in many areas of its business since the June 2020
Fundraise and take advantage of the opportunities for the business
that are emerging.
There is no certainty as to how long COVID-19 will persist but
as the vaccine roll-out gathers pace across the world the Directors
are increasingly confident for the prospects for Malvern in 2022
when they consider the Company should return to profitability.
Progress since the June 2020 Fundraise
Since the June 2020 Fundraise the Company has seen a number of
developments and made significant changes to the business that the
Board considers are benefitting, and will continue to benefit,
Malvern's business. These include:
-- a restructuring and streamlining of the Board;
-- the recruitment of a new CEO, Richard Mace, who despite
Covid-19 has already had a significant impact on the business and
whose confidence in the business has been demonstrated by his
participation of GBP100,000 in the June 2020 Fundraise, the
purchase of GBP10,560 of shares in January 2021, and a
participation of GBP100,000 in this Fundraising (including loan
conversion of GBP30,000)
-- a significant strengthening of the management team.
Appointments include a Head of University Pathways, a Head of
Operations, a Head of Global Sales and Marketing and a new Group
Head of Finance;
-- the Group's structure has been simplified. Following the
closure of loss making operations in Malaysia in 2019 and Singapore
in 2020, the Group's operations are now all UK based;
-- the relationship with UEL has been strengthened with a new
account manager having been put in place. New courses with UEL have
been approved and the Board is confident that further significant
growth in student numbers with UEL can be achieved;
-- agreement with NCUK. NCUK is a consortium of leading UK
universities, such as the University of Manchester, University of
Leeds and The University of Sheffield dedicated to giving
international students guaranteed access to universities worldwide.
The first students will be enrolled in September 2021 and the
Directors believe there is scope for a significant growth in
student numbers from January 2022;
-- the changing dynamics of the marketplace and demand from UK
universities means opportunities for Malvern in the Chinese market
are growing and the Company is currently seeking to recruit a China
based sales manager and, subject to progress, potentially opening a
sales office in China.
Further details regarding current trading and prospects are set
out in paragraph 4 below
2. Details of the Fundraising
Subject to the satisfaction of (1) the conditions under the Firm
Placing and (2) the conditions under the Conditional Fundraise
including, inter alia, the passing of Resolution 1, the Company
will place pursuant to the Fundraising a total of 604,822,470 New
Ordinary Shares at the Issue Price raising in aggregate
approximately GBP1.21 million, before expenses.
The Firm Fundraise comprises the placing and subscription of
240,933,450 New Ordinary Shares at the Issue Price. A total of
GBP0.48 million (before expenses) has been raised by way of the
Firm Fundraise utilising the existing share authorities granted at
the 2020 AGM.
The Conditional Fundraise comprises the placing and subscription
of 363,889,020 New Ordinary Shares at the Issue Price. A total of
GBP0.73 million (before expenses) is being raised by way of the
Conditional Fundraise.
The Issue Price represents a discount of approximately 13 per
cent. against the mid-market price of 0.23 pence per share at which
the Ordinary Shares were quoted on AIM as at close of trading on 30
March 2021, the latest practicable date prior to announcement of
the Fundraising.
Details of the Placing
Subject to the satisfaction of the conditions to the Placing
becoming wholly unconditional, the Company will place a total of
374,822,470 New Ordinary Shares pursuant to the Placing raising in
aggregate approximately GBP0.75 million (before expenses). The
Placing has been conditionally placed by WH Ireland, as agent for
the Company with institutional and other investors.
The Placing comprises the Firm Placing and the Conditional
Placing.
The Firm Placing comprises the placing of 168,433,450 New
Ordinary Shares at the Issue Price. A total of GBP0.34 million
(before expenses) has been raised by way of the Firm Placing. The
Firm Placing is conditional only upon compliance by the Company in
all material respects with its obligations under the Placing
Agreement and the occurrence of First Admission.
The Conditional Placing comprises the placing of 206,389,020 New
Ordinary Shares at the Issue Price. The Conditional Placing will
raise approximately GBP0.41 million before expenses. The
Conditional Placing is conditional, inter alia, upon Shareholders
approving Resolution 1 at the General Meeting, compliance by the
Company in all material respects with its obligations under the
Placing Agreement and the occurrence of Second Admission.
The Directors are all participating in the Placing with Richard
Mace, Mark Elliott and Alan Carroll subscribing for Ordinary Shares
valued at the Issue Price at GBP70,000, GBP14,900 and GBP10,400
respectively.
Pursuant to the terms of the Placing Agreement, WH Ireland, as
agent for the Company, has agreed to use its reasonable endeavours
to procure subscribers for the Placing Shares at the Placing Price.
The Placing is not underwritten.
T he Placing Agreement contains warranties from the Company in
favour of WH Ireland in relation to, inter alia, the accuracy of
the information in this document and other matters relating to the
Group and its business. In addition, the Company has agreed to
indemnify WH Ireland in relation to certain liabilities it may
incur in respect of the Placing. WH Ireland has the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, in the event of a material breach of the
warranties given to WH Ireland in the Placing Agreement, the
failure of the Company to comply in any material respect with its
obligations under the Placing Agreement, the occurrence of a force
majeure event or a material adverse change affecting the condition,
or the earnings or business affairs or prospects of the Group as a
whole, whether or not arising in the ordinary course of
business.
Details of the Subscription
Subject to the satisfaction of the conditions to the
Subscription becoming wholly unconditional, the Company will issue
a total of 230,000,000 New Ordinary Shares pursuant to the
Subscription raising in aggregate approximately GBP0.46 million
(before expenses). 175,000,000 Subscription Shares have been
subscribed for by Boost & Co., the principal debt provider to
the Company, and 55,000,000 Subscription Shares by certain other
investors.
The Subscription comprises the Firm Subscription and the
Conditional Subscription.
The Firm Subscription comprises the subscription of 72,500,000
New Ordinary Shares at the Issue Price. A total of approximately
GBP0.15 million before expenses has been raised by way of the Firm
Subscription utilising the existing share authorities granted at
the 2020 AGM. The Firm Subscription is conditional only upon
compliance by the Company in all material respects with its
obligations under the Placing Agreement and the occurrence of First
Admission.
The Conditional Subscription comprises the subscription of
157,500,000 New Ordinary Shares at the Issue Price. The Conditional
Subscription will raise approximately GBP0.31 million before
expenses. The Conditional Subscription is conditional, inter alia,
upon Shareholders approving Resolution 1 at the General Meeting,
compliance by the Company in all material respects with its
obligations under the Placing Agreement and the occurrence of
Second Admission.
Effect of the Fundraising
Upon Admission, the Enlarged Issued Ordinary Share Capital is
expected to be 1,842,139,710 New Ordinary Shares. On this basis,
the Fundraising Shares will represent approximately 33.4 per cent.
of the Company's Enlarged Issued Ordinary Share Capital.
Settlement and dealings
The Fundraising Shares and the Creditor Conversion Shares will
rank, pari passu, in all respects with the New Ordinary Shares,
including the right to receive all dividends and other
distributions declared on or after the date on which they are
issued.
Applications have been or will be made to the London Stock
Exchange for admission of the Fundraising Shares and Creditor
Conversion Shares to trading on AIM as follows:
i. it is expected that First Admission of the Firm Fundraising
Shares will take place on or before 8.00 a.m. on 8 April 2021 and
that dealings in the Firm Fundraising Shares on AIM will commence
at the same time; and
ii. it is expected that Second Admission of the Conditional
Fundraising Shares and Creditor Conversion Shares will take place
on or before 8.00 a.m. on 21 April 2021 and that dealings in the
Conditional Fundraising Shares and Creditor Conversion Shares on
AIM will commence at the same time.
It is expected that CREST accounts will be credited with
entitlements to the Fundraising Shares and the Creditor Conversion
Shares as soon as practicable after 8.00 a.m. on the day of
Admission and that share certificates (where applicable) will be
despatched as soon as practicable after Admission.
3. Use of proceeds
The net cash proceeds of the Fundraising are expected to be
approximately GBP1.1 million.
The majority of the proceeds will be used to supplement the
Company's working capital resources and strengthen the Company's
balance sheet with a view to providing sufficient liquidity and
flexibility to allow the Company to manage through the remainder of
2021 which is expected to be a loss making period due to
COVID-19.
In addition, the Company anticipates allocating funds, when
considered appropriate to do so, for the following purposes:
-- approximately GBP0.21 million to new staff and marketing to
support and drive anticipated growth in UEL and NCUK student
numbers;
-- approximately GBP0.1 million to finance software upgrades and
support the Malvern online offering; and
-- up to GBP0.1 million to support entry into the market for Chinese students.
4. Current trading and prospects
Results for the year ended 31 December 2020
The audit of the results for the year ended 31 December 2020 has
not yet been completed. Unaudited management accounts for the year
show revenue of GBP2.3 million (2019: audited GBP4.7 million) and a
loss before tax of GBP1.5 million (2019: audited loss GBP4.3
million). The results for the year were significantly impacted by
losses and write offs arising from the closure of the Singapore
operations and by the impact of COVID-19 which resulted in the
Company's schools being physically closed for approximately five
months of the year.
The Company's audited results for the year ended 31 December
2020 are expected to be completed following completion of the
Fundraising and announced in June 2021.
March 2021 Trading Update
On 8 March 2021 the Company issued the following update on
trading.
University Pathway
University Pathway programmes will continue to be delivered
online while universities follow a tiered approach to returning to
on-campus teaching. Further clarity is expected on this return
following updated government guidance currently scheduled for
mid-April.
University Pathway student numbers for the January UEL
International Study Centre (ISC) intake resulted in 43 students.
This takes the total number of foundation students in UEL ISC to
167 for the 2020-21 academic year, representing growth of 90% from
the previous year's academic calendar. It is a significant
achievement to grow the centre in such challenging conditions.
Following demand from the international student market and at
the request from the UEL International Office, the Malvern team has
designed two extra courses which have been validated by UEL:
-International Year One in Computer Science
-International Year One in Hospitality.
These courses will be delivered in UEL ISC from the September
2021 intake and form a sound foundation for further growth.
Language schools
In line with the Government guidance, our language schools will
open for face-to-face teaching from 8 March.
Language student bookings had been rebuilding in H2 of 2020.
Following the latest government COVID restrictions, 80% of the
existing language students who were already in the UK transitioned
to online study via Malvern Online Academy. The remaining 20%
decided to wait until our language schools reopened for
face-to-face teaching.
Until international travel opens we will be focused on targeting
the students within the UK.
NCUK
Further to our successful application to become a NCUK
accredited delivery centre in London, there has been a marketing
launch on 17 March to officially open our NCUK London centre in
Kings Cross. From September 2021, Malvern will accept international
and EU students on a nine-month NCUK International Foundation
Year.
NCUK is a consortium owned by leading UK universities dedicated
to giving international students guaranteed access to universities
worldwide.
The programme is designed to prepare international students for
undergraduate study, usually at a UK university. On completion of
the course, students have guaranteed progression options to over 20
leading partner universities in the UK, as well as established
universities in USA, Canada, Australia and New Zealand.
The NCUK partnership will add to additional revenue streams that
are likely to grow in 2022 and beyond as student numbers increase.
The programmes will help attract a wider diversity of students from
key recruitment markets. As part of the group strategy, we see
these academic foundation programmes as an area of growth.
Management recruitment
During Q1 we are delighted to have recruited three senior
executives to develop and grow the company. These comprise a Centre
Director for the UEL International Study Centre who will also
assist in developing Malvern's foundation programme provision
across the Group, a Head of Operations for Malvern International
and a Financial Director.
As part of our recruitment strategy, we have identified the need
for a regional Head of Sales in China and plan to build a sales
team in that market. China is the biggest international student
market to the UK for Higher Education provision and junior summer
camps.
Outlook
There remains strong demand for our education products. We
expect further growth in the University Pathway division in
September 2021. With the accelerated vaccine rollout, we are
hopeful that there will be a plan to safely open international
travel before the summer and expect the language business division
to build up to normal levels by the end of the year.
For these reasons and with a significantly stronger and
experienced management team now in place, we remain positive about
the outlook for the Company.
Latest update
Since the last update, the Directors consider that Company has
continued to make encouraging progress In the university market,
the Company now anticipates a September 2021 intake from NCUK of at
least 20 students and the Directors believe this number should grow
significantly for the January 2022 intake. The Company has also
received enquiries from other universities seeking to establish
pathway programmes similar to that Malvern has with UEL. Finally,
given the success of the vaccination programme and the falling rate
of infection from COVID-19 there is increasing optimism that some
junior camps may be able to take place in late summer 2021.
Should the effects of COVID-19 dissipate by the end of 2021 such
that business and travel return to more normal levels, the
Directors believe the Company will be well-placed to recover
quickly. The Directors currently believe the Company will be
operationally cash flow positive in early 2022 and that it will
trade profitably in 2022.
In addition, the competitive landscape of the Company's markets
is being severely impacted by COVID-19. The directors believe
around 60 language schools have closed since the beginning of the
pandemic and that will create opportunities for the Company.
5. Creditor Conversion
Certain creditors, including certain Directors and advisers have
agreed to convert outstanding salaries and fees into new Ordinary
Shares at the Issue Price. In aggregate debts of GBP64,700 are
expected to be converted into 3,225,000 New Ordinary Shares. Of
these shares, 7,550,000 and 4,800,000 will be issued to Mark
Elliott (Non-Executive Chairman) and Alan Carroll (Non-Executive
Director) respectively in respect of unpaid salaries and fees. A
further 15,000,000 Creditor Conversion Shares will be issued to
Richard Mace in satisfaction of a loan from him to the Company
amounting to GBP30,000.
6. General Meeting
The General Meeting will be held at the offices of Malvern
International plc at 200 Pentonville Rd, London N1 9JP on 20 April
2021 at 11.00 a.m., at which the following resolutions will be
proposed as ordinary or special resolutions as indicated below:
-- Resolution 1 - a special resolution to issue and allot the
Conditional Fundraising Shares and Creditor Conversion Shares.
-- Resolution 2 - an ordinary resolution seeking general
authority for the Directors to issue and allot up to a further
GBP602,659 in nominal amount of Ordinary Shares from time to time,
being an amount equal to approximately 33 per cent. of the Enlarged
Issued Share Capital.
-- Resolution 3 - a special resolution to disapply statutory
pre-emption rights over up to a further GBP180,978 in nominal
amount of Ordinary Shares, being an amount equal to approximately
10 per cent. of the Enlarged Issued Share Capital.
In light of public health advice in response to the COVID-19
outbreak, including to limit travel, and public gatherings, the
Company strongly encourages all shareholders to submit their Form
of Proxy appointing the Chairman of the meeting as proxy rather
than attend the meeting in person. Only the formal business of the
Resolutions will be carried out at the meeting. As a result of this
Government advice, Shareholders who seek to attend the General
Meeting will not be admitted.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward- looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", " prepares ", " anticipates ", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor WH Ireland nor any of their respective
associates, directors, officers or advisers shall be obliged to
update such statements. Comparisons of results for current and any
prior periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and
should only be viewed as historical data.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Nominated Adviser and Broker
exclusively for the Company and no one else in connection with the
contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
WH Ireland by FSMA or the regulatory regime established thereunder,
WH Ireland accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for the contents of
this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement,
whether as to the past or the future. WH Ireland accordingly
disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
Announcement or any such statement. The responsibilities of WH
Ireland as the Company's nominated adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange and are not owed to the Company or to any
director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or
otherwise.
The New Ordinary Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The New Ordinary Shares
have not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the New Ordinary Shares. Subject to
certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, the
Republic of South Africa or to, or for the account or benefit of,
any national, resident or citizen of the United States, Australia,
Canada, Japan, the Republic of South Africa.
No public offering of securities is being made in the United
States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the New Ordinary Shares; and the New Ordinary Shares
have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or the Republic of South
Africa. Accordingly, the New Ordinary 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 Canada, Australia, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or the Republic of South Africa or to any investor
located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the UK
version of Regulation (EU) no 2017/1129 of the European Parliament
and of the Council of 14 June 2017, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended from
time to time, and includes any relevant implementing measure in any
member state (the "UK Prospectus Regulation") from the requirement
to produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000, as
amended (" 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. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in member states ("Member States") of
the European Economic Area ("EEA") who are qualified investors as
defined in section 86(7) of FSMA, as amended ("Qualified
Investors"), being persons falling within the meaning of article
2(e) of Prospectus Regulation (EU) 2017/1129 (the "Prospectus
Regulation"); and (b) in the United Kingdom, Qualified Investors
who are persons who (i) have professional experience in matters
relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the " Order "); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it
may otherwise be lawfully communicated; (all such persons together
being referred to as " relevant persons ").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not relevant
persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward
looking statements involve known and unknown risks, uncertainties
and other important factors beyond the control of the company
(including but not limited to future market conditions, legislative
and regulatory changes, the actions of governmental regulators and
changes in the political, social or economic framework in which the
Company operates) that could cause the actual performance or
achievements of the company to be materially different from such
forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. 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. The price of shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by WH Ireland or by any of its 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.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The New Ordinary Shares to be issued pursuant to the Placing and
Subscription will not be admitted to trading on any stock exchange
other than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX I
Expected Timetable for the Fundraising
2021
Announcement of the Fundraising 31 March
Circular and Form of Proxy posted to Shareholders 1 April
First Admission 8.00 a.m. on 8 April
Expected date for CREST accounts to be credited
in respect of the Firm Placing Shares
Latest time and date for receipt of Forms 11 a.m. on 16 April
of Proxy
General Meeting 11 a.m. on 20 April
Second Admission 21 April
Expected date for CREST accounts to be credited 21 April
in respect of the Conditional Fundraising
Shares in uncertificated form
Where applicable, expected date for dispatch Within 14 days of
of definitive share certificates for Fundraising First Admission
Shares in certificated form and Second Admission
as appropriate
Long Stop Date 8:00 a.m. on 30
April
Notes:
(i) References to times in this announcement are to London time
(unless otherwise stated).
(ii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to a
regulatory information service.
(iii) The timing of the events in the above timetable and in the
rest of this announcement is indicative only.
All dates remain subject to change. Any such change will be
notified to Shareholders via a Regulatory Information Service.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"GBP" or "UK pounds the lawful currency of the
sterling" United Kingdom
"Admission" either First Admission and/or
Second Admission as the context
requires
"AIM" AIM, the market of that name
operated by the London Stock
Exchange
"AIM Rules" the rules and guidance for
companies whose shares are
admitted to trading on AIM
entitled "AIM Rules for Companies"
published by the London Stock
Exchange as amended from time
to time
"Board" the board of directors of
the Company
"Boost & Co" Boost & Co. Limited of 1 Vicarage
Lane, London, E15 4HF
"Business Day" a day (other than a Saturday
or Sunday) on which commercial
banks are open for general
business in London, England
"certificated" an Existing Ordinary Share
or "in certificated or an Ordinary Share recorded
form" on the Company's share register
as being held in certificated
form (namely, not in CREST)
"Closing Price" the closing middle market
quotation of an Existing Ordinary
Share as derived from the
AIM Appendix to the Daily
Official List of the London
Stock Exchange
"Companies Act" the Companies Act 2006 (as
or "Act" amended)
"Company" or "Malvern" Malvern International plc,
a public limited company incorporated
in England and Wales with
registered number 05174452
and with its registered office
at Witan Gate House, 500-600
Witan Gate West, Milton Keynes,
Buckinghamshire, MK9 1SH
Conditional Fundraise the Conditional Placing and
Conditional Subscription
Conditional Fundraising 363,889,020 New Ordinary Shares
Shares comprising the Conditional
Placing Shares and the Conditional
Subscription Shares
"Conditional Placing the placing of the Conditional
" Placing Shares at the Issue
Price by WH Ireland on behalf
of the Company pursuant to
the terms of the Placing Agreement
"Conditional Placing 206,389,020 New Ordinary Shares
Shares" conditionally placed at the
Issue Price pursuant to the
Conditional Placing and the
allotment of which is conditional
upon, inter alia, the passing
of the Resolution 1 at the
General Meeting and Second
Admission
"Conditional Subscription" the subscription by Boost
& Co. for the Conditional
Subscription Shares pursuant
to the terms of a subscription
letter and conditional upon,
inter alia, the passing of
the Resolution 1 at the General
Meeting and Second Admission
Conditional Subscription 157,500,000 New Ordinary Shares
Shares to be issued by the Company
pursuant to the Conditional
Subscription at the Issue
Price
"Creditor Conversion" the settlement of certain
outstanding liabilities
"Creditor Conversion the 32,350,000 New Ordinary
Shares" Shares to be issued at the
Issue Price pursuant to the
Creditor Conversion
"CREST" the electronic system for
the holding and transferring
of shares and other securities
in paperless form operated
by Euroclear UK & Ireland
Limited
"Directors" the directors of the Company,
whose names are set out on
page three and "Director"
shall mean any one of them
"Disclosure Guidance the disclosure guidance and
and Transparency transparency rules issued
Rules" by the FCA acting in its capacity
as the competent authority
pursuant to Part VI of FSMA
"Enlarged Issued the issued share capital of
Ordinary Share the Company immediately following
Capital" Second Admission
"Existing Ordinary the Ordinary Shares in issue
Shares" at the date of this document
being 1,204,967,240 Ordinary
Shares
"FCA" the Financial Conduct Authority
" Firm Fundraise the Firm Placing and the Firm
" Subscription
"Firm Fundraising 240,933,450 New Ordinary Shares
Shares" comprising the Firm Placing
Shares and the Firm Subscription
Shares
"Firm Placing" the placing of the Firm Placing
Shares at the Issue Price
by WH Ireland on behalf of
the Company
"Firm Placing Shares" the 168,433,450 New Ordinary
Shares to be issued pursuant
to the Firm Placing
"Firm Subscription" the firm subscription by Boost
& Co. for the Firm Subscription
Shares pursuant to the terms
of a subscription letter
"Firm Subscription 72,500,000 New Ordinary Shares
Shares" to be issued by the Company
pursuant to the Firm Subscription
at the Issue Price
"First Admission" admission of the 240,933,450
new Ordinary Shares being
issued pursuant to the Firm
Fundraise to trading on AIM
becoming effective in accordance
with Rule 6 of the AIM Rules
"Form of Proxy" the form of proxy accompanying
this document for use in connection
with the General Meeting
"FMSA" the Financial Services and
Markets Act 2000 (as amended)
"Fundraising" the Placing and the Subscription
"Fundraising Shares" the Firm Fundraising Shares
and Conditional Fundraising
Shares
"General Meeting" the general meeting of the
Company to be held on 20 April
2021 at 11.00 a.m.
"Group" the Company and its subsidiaries
"Issue Price" 0.2 pence per New Ordinary
Share issued pursuant to the
Fundraising
"June 2020 Fundraise" the placing and subscription
of 833,333,334 Ordinary Shares
to raise approximately GBP1.25
million announced on 25 June
2020
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" Market Abuse Regulation (Regulation
596/2014), which repealed
and replaced the Market Abuse
Directive (2003/6/EC) and
its implementing legislation
with effect from 3 July 2016
"Money Laundering the Money Laundering Regulations
Regulations" 2007 (as amended and supplemented
from time to time)
"Neville Registrars" Neville Registrars Limited,
or "Registrars" a company incorporated in
England and Wales with registered
number 04770411 and with its
registered office at Neville
House, Steelpark Road, Halesowen,
West Midlands B62 8HD
"New Ordinary Shares" the 637,172,470 new ordinary
shares of 0.1 pence each to
be issued pursuant to the
Fundraising and Creditor Conversion
"Notice of General the notice convening the General
Meeting" Meeting
"Official List" the Official List of the UKLA
"Placing" the Firm Placing and the Conditional
Placing by WH Ireland on behalf
of the Company of the Placing
Shares at the Issue Price
pursuant to the terms of the
Placing Agreement
"Placing Agreement" the agreement dated 31 March
2021 between (1) the Company
and (2) WH Ireland relating
to the Placing
"Placing Shares" the Firm Placing Shares and
the Conditional Placing Shares
"Resolutions" the resolutions to be proposed
at the General Meeting, each
a "Resolution"
"Second Admission" admission of the -- New Ordinary
Shares being issued pursuant
to the Conditional Fundraise
and Creditor Conversion to
trading on AIM becoming effective
in accordance with Rule 6
of the AIM Rules
"Shareholders" holders of Ordinary Shares,
each individually being a
"Shareholder"
"Subscription" the subscription by Boost
& Co. and certain other investors
for the Firm Subscription
Shares and the Conditional
Subscription Shares pursuant
to the terms of subscription
letters
"Subscription Shares" the 230,000,000 New Ordinary
Shares to be issued by the
Company pursuant to the Subscription
at the Issue Price
"uncertificated" recorded on the relevant register
or "in uncertificated of Ordinary Shares as being
form" held in uncertificated form
in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland
"United States" the United States of America,
or "US" its territories and possessions,
any state of the United States
of America and the District
of Columbia and any other
area subject to its jurisdiction
"US Person" has the meaning set out in
Regulation S of the Securities
Act
"UKLA" the FCA acting in the capacity
of competent authority for
the purposes of Part IV of
FSMA
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland
"WH Ireland" WH Ireland Limited, a company
incorporated in England and
Wales with registered number
02002044 and with its registered
office at 24 Martin Lane,
London EC4R 0DR
APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX 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 APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
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 AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY
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.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK version of the Prospectus Regulation, which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended from time to time, and includes any relevant
implementing measure in any member state (the "UK Prospectus
Regulation") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
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 New Ordinary 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 New Ordinary 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.
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 (each of which form
part of UK law by virtue of EUWA) (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 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
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with WH Ireland
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
WH Ireland 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 Issue 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) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
WH Ireland and the Company have entered into a Placing
Agreement, under which WH Ireland has, on the terms and subject to
the conditions set out therein, undertaken to use their reasonable
endeavours to procure Placees for the Placing Shares. The Placing
is not being underwritten by WH Ireland or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of WH Ireland in
consultation with the Company and a further announcement confirming
these details will be made in due course.
The Placing Shares will, when issued, be subject to the
Articles, will be credited as fully paid and will rank pari passu
in all respects with the Existing Issued 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 New Ordinary Shares will trade on AIM under MLVN with ISIN
GB00B04XB679.
Application for admission to trading
Applications have or will be made to London Stock Exchange for
admission to trading of the New Ordinary Shares on AIM.
It is expected that First Admission of the Firm Fundraising
Shares will take place on or before 8.00 a.m. on 8 April 2021 and
that dealings in the Firm Fundraising Shares on AIM will commence
at the same time.
It is expected that Second Admission of the Conditional
Fundraising Shares will take place on or before 8.00 a.m. on 21
April 2021 and that dealings in the Conditional Fundraising Shares
on AIM will commence at the same time.
Bookbuild
WH Ireland will today commence the Bookbuild to determine demand
for participation in the Placing by potential Placees at the Issue
Price. 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.
WH Ireland and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. WH Ireland are arranging the Placing as agent for the
Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
WH Ireland. WH Ireland are entitled to participate in the Placing
as principals.
3. The Bookbuild will establish the number of Placing Shares to
be placed at the Issue Price.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Issue Price. Bids may be scaled down
by WH Ireland on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Bookbuild will be at the
discretion of WH Ireland. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland following the close of the Bookbuild and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter. WH Ireland's oral or emailed confirmation will
give rise to an irrevocable, legally binding commitment by that
person (who at that point becomes a Placee), in favour of WH
Ireland and the Company, under which it agrees to acquire by
subscription or purchase the number of Placing Shares allocated to
it at the Issue 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 WH Ireland's
consent, such commitment will not be capable of variation or
revocation.
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
placed at the Issue Price.
8. Subject to paragraphs 4 and 5 above, WH Ireland may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. WH Ireland may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and except with WH Ireland consent will not be capable of variation
or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland 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.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be placed pursuant to the Placing will be required to be
made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations of WH Ireland under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13. 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.
14. To the fullest extent permitted by law and the applicable
rules of the Financial Conduct Authority ("FCA"), neither WH
Ireland nor any of each 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
delivery of the Placing Shares to the Placees and WH Ireland and
each of their affiliates shall have no liability to the Placees for
the failure of the Company to fulfil those obligations. In
particular, none of WH Ireland nor any of each of their affiliates
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to the Placees in respect of WH
Ireland's conduct of the Placing.
Conditions of the Placing
First Admission
WH Ireland' obligations under the Placing Agreement in respect
of the Firm Fundraising Shares for First Admission are conditional
on, among other things:
A) the Company having allotted the Firm Fundraising Shares,
subject only to First Admission;
B) none of the warranties given by the Company to WH Ireland
being untrue, inaccurate or misleading in each case by reference to
the facts and circumstances then subsisting;
C) the Company having performed all of its obligations under the
Placing Agreement to be performed prior to First Admission and not
being in breach of the Placing Agreement;
D) there not having occurred, in the opinion of the WH Ireland,
a material adverse change at any time prior to First Admission;
and
E) First Admission having become effective at or before 8.00
a.m. on 8 April 2021 (or such later time or date as the Company and
WH Ireland may agree, not later than 8.00 a.m. on 15 April
2021).
Second Admission
WH Ireland' obligations under the Placing Agreement in respect
of the Conditional Fundraising Shares for Second Admission are
conditional on, among other things:
A) First Admission occurring;
B) the Company having allotted the Conditional Fundraising
Shares, subject only to Second Admission;
C) the Resolution 1 having been duly passed by the
Shareholders;
D) none of the warranties given by the Company to WH Ireland
being untrue, inaccurate or misleading in each case by reference to
the facts and circumstances then subsisting;
E) the Company having performed all of its obligations under the
Placing Agreement to be performed prior to Second Admission and not
being in breach of the Placing Agreement;
F) there not having occurred, in the opinion of WH Ireland, a
material adverse change at any time prior to Second Admission;
and
G) Second Admission having become effective at or before 8.00
a.m. on 21 April 2021 (or such later time or date as the Company
and WH Ireland may agree, not later than 8.00 a.m. on 30 April
2021).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by WH
Ireland by the respective time or date as specified above; (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 lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
WH Ireland may, at its sole discretion and upon such terms as it
thinks 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 conditions relating to the relevant Admission taking
place and, in the case of Second Admission, the Resolutions being
duly passed by the Shareholders may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither WH Ireland, 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 WH
Ireland.
Right to terminate the Placing Agreement
WH Ireland are entitled, at any time (1) before First Admission
in relation to the First Admission and (2) subsequent to First
Admission and prior to Second Admission in relation to the Second
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including:
A) any statement contained in the Placing Documents has, in the
opinion of WH Ireland , become or is discovered to be untrue,
inaccurate or misleading; or
B) any matters have arisen or have been discovered which would,
if the Placing Documents were to be issued at that time, constitute
an omission therefrom; or
C) any of the conditions to the relevant Admission has become
incapable of satisfaction before the latest time provided or any of
the conditions has not been satisfied before the latest time
provided in the Placing Agreement and in either case has not been
waived; or
D) there has, in the opinion of WH Ireland (acting in good
faith), been a breach, or an alleged breach, of any of the
Warranties; or
E) in the opinion of WH Ireland certain specific events have, a
Specified Event has occurred; or
F) the Company fails, in any respect which is material in the
opinion of WH Ireland (acting in good faith), to comply with any of
its obligations under the Placing Agreement; or
G) in the opinion of WH Ireland, there has been a Material
Adverse Change; or
H) any material adverse change in, or any development involving
a prospective material adverse change in or affecting the condition
(financial, operational, legal or otherwise), earnings, management,
funding position, solvency, business affairs or operations of the
Company, whether or not foreseeable at the date of the Placing
Agreement and whether or not arising in the ordinary course of
business; or
I) application for the relevant Admission is refused by London Stock Exchange.
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 WH Ireland of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of WH Ireland, as applicable, and that none of
them need make any reference to Placees and that neither WH
Ireland, nor any of its respective affiliates shall have any
liability to Placees whatsoever in connection with any such
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 in any other
jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and Placees' commitments will be made
solely on the basis of the information contained in the
Announcement (including this Appendix) and the business and
financial information that the Company is required to publish in
accordance with the AIM Rules (the "Exchange Information"). Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the
Company, or WH Ireland or any other person and neither WH Ireland,
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 WH Ireland, 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 WH Ireland 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
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with WH Ireland, stating the number of Placing Shares allocated to
it at the Issue Price (including the number of Firm Placing Shares
and the number of Conditional Placing Shares), the aggregate amount
owed by such Placee (in GBP) and a form of confirmation in relation
to settlement instructions.
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 WH Ireland in accordance with the standing CREST
settlement instructions which they have in place with WH
Ireland.
Settlement of transactions in the Placing Shares
(ISIN:GB00B04XB679) following each relevant Admission, will take
place within the system administered by Euroclear UK & Ireland
Limited ("CREST") provided that, subject to certain exceptions, WH
Ireland 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 will be on the date of the
relevant Admission in accordance with the instructions set out in
the form of confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR.
Each Placee is deemed to agree that, if it does not comply with
these obligations, WH Ireland may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for WH Ireland's account and benefit (as agents
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify WH Ireland 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 WH Ireland such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which WH Ireland lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the 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 WH Ireland 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 WH Ireland (for themselves and
on behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendices, 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;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination in any
circumstances;
3. that the exercise by WH Ireland of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of WH Ireland, and WH Ireland 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 WH Ireland, 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;
4. that these terms and conditions represent the whole and only
agreement between it, WH Ireland 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 and the Exchange Information. Each Placee agrees that
neither the Company, WH Ireland nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5 of the UK
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State other than Qualified Investors or in circumstances in
which the prior consent of WH Ireland has been given to the offer
or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation or Prospectus Regulation as
having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
WH Ireland 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 WH Ireland are not acting for it or its clients, and that
WH Ireland will not be responsible for providing the protections
afforded to customers of WH Ireland or for providing advice in
respect of the transactions described herein;
7. 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 WH Ireland nor the Company or 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 WH Ireland, 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;
8. that it is: (i) unless otherwise agreed in writing with WH
Ireland, located outside the United States and it is not a US
person as defined in Regulation S under the Securities Act
("Regulation S") and it is subscribing for the Placing Shares only
in "offshore transactions" as defined in and pursuant to Regulation
S, and (ii) it is not subscribing for Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S or by
means of any form of "general solicitation" or "general
advertising" as such terms are defined in Regulation D under the
Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
10.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 the Announcement and Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on the
Announcement and Publicly Available Information;
11.that neither WH Ireland nor the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information;
12.that unless specifically agreed with WH Ireland, 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 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, or in a transaction not
subject to, the registration requirements of the Securities Act and
otherwise in accordance with any applicable securities laws of any
state or jurisdiction of the United States;
13.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 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 of South Africa or Japan;
14.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;
15.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 Shares to any persons within the United States or to any US
persons (as that term is defined in Regulation S);
16.that it is entitled to subscribe for 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 it
has complied with all necessary formalities and that it has not
taken any action which will or may result in the Company or WH
Ireland 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;
17.that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription and/or purchase
obligations;
18.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
the announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland;
19.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;
20.that, unless otherwise agreed by WH Ireland, it is a
qualified investor (as defined in section 86(7) of FSMA);
21.that, unless otherwise agreed by WH Ireland, 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;
22.that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of 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;
23.that any money held in an account with each of WH Ireland (or
its nominee) 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 WH Ireland' (or its nominee's) money in accordance
with such client money rules and will be used by WH Ireland in the
course of its own business and each Placee will rank only as a
general creditor of WH Ireland;
24.that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
New Ordinary Shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
25.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;
26.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 under the Placing unless and until First Admission becomes
effective;
27.that it appoints irrevocably any director of WH Ireland 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;
28.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;
29.that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH
Ireland nor the Company has considered its particular objectives,
financial situation and needs;
30.that it 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;
31.that it will indemnify and hold the Company and WH Ireland
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 WH Ireland 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 WH Ireland and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to WH Ireland for themselves
and on behalf of the Company and will survive completion of the
Placing and the Admissions;
32.that time shall be of the essence as regards its obligations
pursuant to this Appendix;
33.that it is responsible for obtaining any legal, 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 WH Ireland to provide any legal, tax or other advice to
it;
34.that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that WH Ireland shall
notify it of such amendments;
35.that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA, UK MAR and/or MAR,
(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 Regulations 2007 and
(iii) it is not a person: (a) with whom transactions are prohibited
under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and, 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 it 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 WH Ireland such evidence, if any, as to
the identity or location or legal status of any person which WH
Ireland 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
WH Ireland 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 by it
or at its direction pursuant to the Placing being reduced to such
number, or to nil, as WH Ireland may decide in its absolute
discretion;
36.that it will not make any offer to the public of those
Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation;
37.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;
38.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 WH Ireland in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
39.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 WH Ireland;
40.that WH Ireland owe no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
41.that WH Ireland or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or
all of the Placing Shares;
42.that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
43.that if it has received any confidential price sensitive
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.
The Company, WH Ireland 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 WH Ireland 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 WH
Ireland.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor WH
Ireland 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 WH Ireland in
the event that any of the Company and/or WH Ireland has incurred
any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify
WH Ireland 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.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. WH Ireland shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by WH
Ireland or by any of its respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
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IOEEASDFDDDFEFA
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March 31, 2021 11:35 ET (15:35 GMT)
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