TIDMMNO
RNS Number : 9932Q
Maestrano Group PLC
03 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN INCLUDING
THE APPIX (THIS "ANNOUNCEMENT" ) IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION" ). THIS
ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US
SECURITIES ACT" ) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND. THIS ANNOUNCEMENT
SHOULD BE READ IN ITS ENTIRETY.
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ( "MAR" ). Prior to
publication, certain information contained within this Announcement
was deemed to constitute inside information for the purposes of
Article 7 of MAR. In addition, market soundings (as defined in MAR)
were taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. Due to the publication of this Announcement,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
3 March 2021
Maestrano Group plc
("Maestrano" or the "Company")
Proposed Placing to raise approximately GBP2.0 million
Maestrano Group plc (AIM: MNO), the Artificial Intelligence
platform for transport corridor analytics, announces a proposed
placing (the "Placing"), via an accelerated bookbuild
("Bookbuild"), of new ordinary shares of 1p each in the Company
("Ordinary Shares") in the capital of the Company. The Placing will
be conducted at a price of 13 pence per share (the "Issue Price")
in order to raise, in aggregate, approximately GBP2.0 million
(before expenses).
The Bookbuild will open with immediate effect following release
of this Announcement. A further announcement confirming the closing
of the Bookbuild and the number of new Ordinary Shares to be issued
pursuant to the Placing is expected to be made in due course.
Key highlights
Proposed Placing of new Ordinary Shares at the Issue Price,
raising approximately GBP2.0 million (before expenses).
The gross proceeds of the Placing will be used as follows:
- c. GBP1.3m: marketing and technical staff
- c. GBP0.3m: premises and manufacturing capacity expansion
- the balance of gross proceeds: working capital and Placing expenses
The Placing will be conducted by way of an accelerated bookbuild
process by Arden Partners plc ("Arden"), sole Broker, which will
open with immediate effect following this Announcement. The timing
for the close of the Bookbuild and allocation of the Placing Shares
shall be at the discretion of Arden, in consultation with the
Company. The Placing is not underwritten. The final number of
Placing Shares will be agreed by Arden and the Company at the close
of the Bookbuild and the result will be announced as soon as
practicable thereafter.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this Announcement.
The Issue Price represents a discount of approximately 8.8% per
cent. to the closing middle market price of 14.25 pence per
Existing Ordinary Share on 2 March 2021, being the latest
practicable date prior to the publication of this Announcement.
The Placing Shares, on the basis of a GBP2.0 million placing,
will represent approximately 9.1 per cent. of the Enlarged Share
Capital. The Placing Shares will be issued under existing
shareholder authorities.
Background to and reasons for the Placing
Maestrano acquired Corridor Holdings Pty Ltd ("Corridor",
previously Airsight) in November 2019. Following the integration of
people and technology, the business has exceeded expectations,
winning important customers and achieving significant revenue
growth . The Group is currently engaged with major railways and
major rail service companies, capturing, analysing and delivering
insights from its wholly owned Neural Network Artificial
Intelligence software .
The Company is focused on helping railways improve their safety,
reliability and revenue. Our fully integrated automated analysis
helps prevent damage to rolling stock and trackside equipment due
to vegetation growth, failed fastenings and many other conditions,
through a safer, faster, more accurate and cost-effective solution.
Additionally, the Company manufactures laser scanning equipment,
which is purchased by some customers as part of the engagement.
Analyses are charged on a per-mile analysed basis, typically
GBP20/mile, with a typical frequency of 4 or more scans per year
for freight lines and significantly higher for transit lines.
With a serviceable addressable market comprising some 360,000
miles of track in regulated open economies, the Company perceives a
large global opportunity, and in particular believes the US markets
offer dramatic growth opportunities, so new capital is being sought
in order to fund expansion there through investment in people and
our own infrastructure to capitalise on the current sales
pipeline.
Use of proceeds
The gross proceeds of the Placing are expected to be used as
follows:
- c. GBP1.3m: marketing and technical staff (over 3 years), to
include a Partner Sales Manager in the USA, a UK Sales Manager and
up to 4 software engineers located in our Newcastle, Australia
office.
- c. GBP0.3m: premises and manufacturing capacity expansion at
the Company's Newcastle office & manufacturing facility.
- the balance of gross proceeds will be used for working capital and expenses of the Placing.
Current trading and outlook
On 11 February 2021 the Company reported its interim results for
the six months to 31 December 2020. For the period , the Company
recorded revenue of GBP0.73 million, a 128% increase on the
corresponding six months to 31 December 2019 (GBP0.32 million),
reflecting the strong business growth from Corridor, acquired in
November 2019. Contracted recurring revenue was 44%, and the
Company are focused on growing this substantially over the next 3
years.
The Company has a well evolved and differentiated value
proposition for its target markets and a substantial sales pipeline
of qualified opportunities. We are confident of continuing growth
in 2021 and beyond.
The Placing
The Company proposes to raise approximately GBP2.0 million
(before expenses) through the Placing at the Issue Price.
The Placing is conditional, amongst other things, upon:
- the Placing Agreement becoming unconditional in all respects
save for Admission and not having been terminated in accordance
with its terms; and
- Admission occurring by no later than 8.00 a.m. on 8 March 2021
(or such later date as Arden and the Company may agree, not being
later than 8.00 a.m. on 22 March 2021).
The Directors have received advice that the Placing Shares will
rank as "eligible shares" for the purposes of the Enterprise
Investment Scheme and will be capable of being a "qualifying
holding" for the purposes of investment by venture capital trusts
to investors who qualify and are seeking the benefit of tax
advantages pursuant to the Enterprise Investment Scheme and
available to venture capital trusts, respectively, each as governed
by HMRC , although neither the Company nor the Directors give any
warranty or undertaking that this will be the cas e.
Placing Agreement
The Company has entered into a Placing Agreement with Arden,
pursuant to which Arden, as agent for the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing at
the Issue Price. The Placing Agreement contains warranties from the
Company in favour of Arden in relation to, inter alia, the accuracy
of the information contained in the documents relating to the
Placing and also certain other matters relating to the Company and
its affairs. In addition, the Company has agreed to indemnify Arden
in relation to certain liabilities that it may incur in respect of
the Placing.
Arden may terminate the Placing Agreement in certain
circumstances (including for breach of warranty at any time prior
to Admission, if such breach is reasonably considered by Arden to
be material in the context of the Placing) and in the event of a
force majeure event or material adverse change occurring at any
time prior to Admission.
Admission and settlement
Application will be made for the Placing Shares to be admitted
to trading on AIM. It is expected that Admission will become
effective and dealings in the Placing Shares will commence at 8.00
a.m. on or around 8 March 2021. These dates and times may
change.
All Placing Shares will be issued fully paid at the Issue Price.
The Placing Shares will be allotted and credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or after the date on which
they are issued.
It is intended that, if applicable, definitive share
certificates in respect of the Placing Shares will be distributed
on 8 March 2021 or as soon as practicable thereafter. No temporary
documents of title will be issued.
For further information please contact:
Maestrano Group Plc c/o Arden Partners
Ian Buddery, Chairman
Nick Smith, Chief Executive Officer
Arden Partners plc (Nominated Adviser,
Broker and Bookrunner)
Richard Johnson / Ruari McGirr / Ahkil
Shah (Corporate) 020 7614 5900
Tim Dainton (Sales)
About Maestrano
Maestrano offers a patented cloud-based platform for master data
management and business analytics, together with specialist
hardware and software for capturing, analysing and reporting on
large datasets within the transport sector, employing sophisticated
artificial intelligence algorithms.
Further information on the Company is available at:
www.maestrano .com
Capitalised terms used but not defined in this Announcement
shall have the meanings given to such terms in the section headed
'Definitions' below.
Each of the times and dates in this Announcement is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by announcement through a
Regulatory Information Service. References to time in this
Announcement are to London time.
Definitions
"Act" the Companies Act 2006 (as amended from time
to time)
"Admission" the admission of the Placing Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London
Stock Exchange plc from time to time
"Appendix" the appendix to this announcement containing
the Terms and Conditions
"Arden" Arden Partners plc (registered in England and
Wales with registered number 04427253) whose
registered office is at 5 George Road, Edgbaston,
Birmingham, England, B15 1NP, the Company's broker
"Arden Affiliate" shall have the meaning given in the Appendix
"Articles" the articles of association of the Company for
the time being
"Board" or the directors of the Company, or any duly authorised
"Directors" committee thereof
"Bookbuild" the offering of Placing Shares to Placees by
way of an accelerated bookbuild by Arden as agent
for the Company, details of which are more particularly
set out in the Appendix
"Business Day" a day not being a Saturday or a Sunday or a bank
or public holiday in England on which clearing
banks are open for business in the City of London
"Company" Maestrano Group plc (incorporated and registered
in England and Wales with registered number 11098701)
whose registered office is at 10 John Street,
London, United Kingdom, WC1N 2EB
"CREST" the Relevant System (as defined by the CREST
Regulations) for the paperless settlement of
share transfers and the holding of shares in
uncertificated form in respect of which Euroclear
is the Operator (as defined by the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(as amended) (SI 2001/3755)
"Enlarged Share the Ordinary Shares in issue on Admission, including
Capital" the Placing Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the 153,423,705 Ordinary Shares in issue as at
Shares" the date of this Announcement
"FCA" the Financial Conduct Authority
"FPO" the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, (as amended)
"FSMA" the UK Financial Services and Markets Act 2000,
as may be amended from time to time
"Group" the Company and its subsidiary undertakings
"Issue Price" 13 pence per Placing Share
"London Stock London Stock Exchange plc
Exchange"
"Maestrano Shall have the meaning given in the Appendix
Affiliate"
"MAR" Regulation (EU) No 596/2014 (the Market Abuse
Regulation), which forms part of domestic law
pursuant to the European Union (Withdrawal) Act
2018
"Ordinary Shares" ordinary shares of 1 pence each in the capital
of the Company.
"Placees" or an eligible investor procured by Arden who agrees
"Investors" to subscribe for Placing Shares in the Placing
"Placing" the conditional placing of the Placing Shares
at the Issue Price pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 3 March 2021 between the
Company and Arden relating to the Placing
"Placing Shares" the Placing Shares to be issued in connection
with the Placing to Placees
"Prospectus Regulation (EU) No 2017/1129
Regulations"
"Prospectus the Prospectus Regulation Rules made by the FCA
Regulations under Part VI of FSMA
Rules"
"Regulation Regulation S under the Securities Act
S"
"Shareholders" holders of Ordinary Shares
"Terms and the terms and conditions of the Bookbuild set
Conditions" out in the Appendix
"uncertificated" recorded on the relevant register of the share
or security concerned as being held in uncertificated
form in CREST and title to which, by virtue of
the CREST Regulations may be transferred by means
of CREST
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"US" or "United the United States of America, its territories
States" and possessions, any state of the United States
of America and the district of Columbia and all
other areas subject to its jurisdiction
"US Securities the United States Securities Act of 1933 (as
Act" amended)
"GBP" British pounds
IMPORTANT NOTICE
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of FSMA. This Announcement has
been issued by and is the sole responsibility of the Company. The
information in this Announcement is subject to change.
This Announcement is not an offer of securities for sale in or
into the United States. The securities referred to herein have not
been and will not be registered under the Securities Act, or with
any securities regulatory authority of any state or jurisdiction of
the United States. Subject to certain exceptions, the securities
referred to herein are being offered only outside of the United
States pursuant to Regulation S of the Securities Act and may not
be reoffered, resold, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and, in each case,
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
No public offering of securities is being made in the United
States. This Announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan, New Zealand
or any jurisdiction where to do so might constitute a violation of
local securities laws or regulations (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
Arden is authorised and regulated by the FCA in the United
Kingdom. Arden is acting as broker and bookrunner exclusively for
the Company and no one else in connection with the Bookbuild and
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 Bookbuild or 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 Arden by FSMA or the regulatory regime
established thereunder, Arden accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, for
the Bookbuild or 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. Arden 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.
Arden is also acting as Nominated Adviser to the Company in
connection with the Placing. Arden has not authorised the contents
of, or any part of, this Announcement, and no liability whatsoever
is accepted by Arden for the accuracy of any information or
opinions contained in this Announcement or for the omission of any
material information. The responsibilities of Arden 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 plc 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.
In connection with the Placing, Arden and its affiliates, acting
as investors for their own accounts, may subscribe for or purchase
ordinary shares in the Company ("Ordinary Shares") and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such Ordinary Shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to the Ordinary
Shares being offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any offer to, or subscription,
acquisition, placing or dealing by Arden and any of its affiliates
acting as investors for their own accounts. In addition, Arden or
its affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Arden has no intention
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. Many of these risks, uncertainties and assumptions
relate to factors that are beyond the Company's ability to control
or estimate precisely and include, but are not limited to, general
economic climate and market conditions as well as specific factors,
including the success of the Company and its subsidiaries' research
and development and commercialisation strategies, uncertainties
regarding regulatory clearance and acceptance of products by
customers. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II ("MiFID II Delegated Directive"); and (c) local
implementing measures, (including insofar as MiFID II and the MiFID
II Delegated Directive constitute retained EU law (as defined in
section 6(7) of the European Union (Withdrawal) Act 2018) in the
United Kingdom) ("Retained MiFID Provisions") (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II and the Retained MiFID
Provisions; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II or the Retained
MiFID Provisions (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: (a) the price of the Placing Shares may decline
and investors could lose all or part of their investment; (b) the
Placing Shares offer no guaranteed income and no capital
protection; and (c) an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Arden will only
procure investors who meet the criteria of professional clients and
eligible counterparties
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
Terms and Conditions of the Placing
("TERMS AND CONDITIONS")
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO
THE PLACING
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS, (TOGETHER
REFERRED TO HEREIN AS THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN, OR ANY JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND ARDEN TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
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 IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA ("EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129, WHICH
FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("QUALIFIED INVESTORS"). IN ADDITION IN THE
UNITED KINGDOM THESE TERMS AND CONDITIONS ARE ONLY ADDRESSED TO AND
DIRECTED AT QUALIFIED INVESTORS WHO ARE: (I) PERSONS WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATED TO INVESTMENTS AND WHO
ARE INVESTMENT PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMED) (THE "FPO"); (II) PERSONS WHO FALL WITHIN
ARTICLES 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC.") OF THE FPO; AND (III) ANY OTHER PERSONS TO WHOM
THIS INFORMATION MAY OTHERWISE LAWFULLY BE DIRECTED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THESE TERMS AND CONDITIONS RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). 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.
EACH INVESTOR SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "US
SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
This Announcement nor any part of it constitutes nor forms part
of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa, New Zealand or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. 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 or New Zealand in relation to the Placing Shares, and
the Placing Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, the
Republic of South Africa or New Zealand. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or New Zealand or any other jurisdiction outside the
United Kingdom in which the same would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any such action.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation 2017/1129, which forms
part of domestic law pursuant to the European Union (Withdrawal)
Act 2018, from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not
apply.
By participating in the Placing, each Investor will be deemed to
have read and understood this Announcement in its entirety; to be
acquiring Placing Shares on the terms and conditions contained
herein; and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in these
Terms and Conditions.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. References to time in this
Announcement are to London time, unless otherwise stated.
It is expected that the Placing Shares will be allotted,
conditionally upon Admission, on 8 March 2021, or, in any case, by
such later time and/or date as the Company and Arden may agree,
being not later than 22 March 2021 ("Long Stop Date").
(a) Introduction
These Terms and Conditions apply to Relevant Persons making an
offer to acquire Placing Shares under the Placing. Each such
Relevant Person, who confirms its agreement to Arden and the
Company (whether orally or in writing) to acquire Placing Shares
under the Placing (an "Investor"), hereby agrees with Arden and the
Company to be bound by the form of acceptance issued by Arden to
such Investor and these Terms and Conditions, being the terms and
conditions upon which Placing Shares will be sold under the
Placing. An Investor shall, without limitation, become so bound if
Arden confirms to such Investor its allocation of Placing Shares
under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor 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. Dealing may not begin
before any notification is made.
(b) Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Arden. Pursuant to the Placing Agreement, Arden has, subject to the
terms and conditions set out in the Placing Agreement, agreed to
use reasonable endeavours, as agent of the Company, to procure
subscribers for the Placing Shares.
The Placing is conditional on the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid and rank pari passu in all
respects with each other and with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of Ordinary Shares
after Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
(c) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be issued to Placees pursuant to the Placing to
be admitted to trading on AIM. Subject to the satisfaction or
waiver of the conditions of the Placing Agreement (the
"Conditions"), it is expected that Admission will take place and
dealings in the Placing Shares will commence on AIM on or around
8.00 a.m. on 8 March 2021.
(d) Bookbuild
Commencing today, Arden will be conducting an accelerated
bookbuilding process to determine demand for participation in the
Placing (the "Bookbuild"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing through the Bookbuild. No commissions will be paid by or to
Investors in respect of any participation in the Placing or
subscription for Placing Shares.
(e) Participation in, and principal terms of, the Bookbuild
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates (as defined below)
are entitled to participate as Investors in the Bookbuild.
The Bookbuild will establish the number of Placing Shares to be
issued pursuant to the Placing at the Issue Price.
The book will open with immediate effect. The Bookbuild is
expected to close not later than 4.00 p.m. on 3 March 2021, but may
be closed at such earlier or later time as Arden may, in its
absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuild detailing the number of Placing Shares to be
subscribed for by the Investors at the Issue Price.
A bid in the Bookbuild will be made on these Terms and
Conditions and will be legally binding on the Investor on behalf of
which it is made and, except with Arden's consent, will not be
capable of variation or revocation after the close of the
Bookbuild.
An Investor who wishes to participate in the Bookbuild should
communicate its bid by telephone to its usual sales contact at
Arden. Each bid should state the number of Placing Shares which the
prospective Investor wishes to subscribe for at the Issue Price. If
successful, Arden will re-contact and confirm orally to Investors
following the close of the Bookbuild the size of their respective
allocations and a form of acceptance will be despatched as soon as
possible thereafter. Arden's oral confirmation of the size of
allocations and each Investor's oral commitments to accept the same
will constitute an irrevocable legally binding agreement in favour
of the Company and Arden pursuant to which each such Investor will
be required to accept the number of Placing Shares allocated to
such Investor at the Issue Price and otherwise on these Terms and
Conditions and in accordance with the Articles. Each Investor's
allocation and commitment will be evidenced by a form of acceptance
issued by Arden to such Investor. These Terms and Conditions will
be deemed incorporated in that form of acceptance.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Investor in the event that the
Placing is oversubscribed. Arden also reserves the right not to
accept offers to subscribe for Placing Shares or to accept such
offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of Arden.
Each Investor's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Investor will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Investor.
To the fullest extent permissible by law, none of Arden, any
subsidiary of Arden, any branch, affiliate or associated
undertaking of Arden or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Arden Affiliate") nor any person acting on their behalf shall
have any liability to Investors (or to any other person whether
acting on behalf of an Investor or otherwise). In particular, none
of Arden, any Arden Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuild or of such alternative method of effecting the
Placing as Arden may determine.
All obligations of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
(f) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Arden under the Placing Agreement are
conditional, among other things, upon:
(i) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in all material respects
and not misleading in the context of the Placing on and as of the
date of the Placing Agreement and at Admission;
(ii) the obligations of Arden not having been terminated (as
described below under "Right to terminate under the Placing
Agreement"); and
(iii) Admission of the Placing Shares occurring not later than
8.00 a.m. on 8 March 2021 or such later time and/or date as Arden
and the Company may agree (but in any event not later than 22 March
2021).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Investor's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by an Investor in respect thereof. None of
Arden, any Arden Affiliate, the Company, nor any subsidiary of the
Company, nor any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each a "Maestrano Affiliate") shall have any liability
to any Investor (or to any other person whether acting on behalf of
an Investor or otherwise) in respect of any decision it may make as
to whether or not to waive or to extend the time and/or date for
the satisfaction of any condition in the Placing Agreement or in
respect of the Placing generally.
By participating in the Placing, each Investor agrees that
Arden's rights and obligations in respect of the Placing terminate,
inter alia, in the circumstances described below under "Right to
terminate under the Placing Agreement".
(g) Right to terminate under the Placing Agreement
Arden 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 Arden in the
Placing Agreement, the Company is in material breach of any
provision of the Placing Agreement, the occurrence of a force
majeure event or a material adverse change in the financial or
trading position or prospects of any member of the Group or any
other occurrence of any kind which in Arden's reasonable opinion is
likely to materially and adversely affect the market's position or
prospects of the Group taken as a whole, including any material
deterioration in, or material escalation in the response to, the
Covid-19 pandemic.
By participating in the Placing, each Investor agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Investors in this regard and that, to the fullest extent
permitted by law, neither the Company, Arden, any Arden Affiliate
nor any Maestrano Affiliate shall have any liability whatsoever to
the Investors in connection with any such exercise or failure to so
exercise.
If the Placing Agreement is terminated in accordance with its
terms, the rights obligations of each Investor in respect of the
Placing as described in this announcement shall cease and terminate
at such time and no claim can be made by any Investor in respect
thereof.
By participating in the Placing, each Investor agrees that its
rights and obligations terminate only in the circumstances
described above and will not be capable of rescission or terminated
by if after the issue by Arden of a form of confirmation confirming
each Investor's allocation and commitment in the Placing.
(h) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required to be
prepared in accordance with the Prospectus Regulation Rules to be
published or submitted to be approved by the FCA and Investors'
commitments will be made solely on the basis of the information
contained in this Announcement.
Each Investor, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Investors and the form of acceptance
referred to below), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any Maestrano Affiliate and none
of Arden, any Arden Affiliate, any persons acting on their behalf,
the Company, any Maestrano Affiliate nor any persons acting on
their behalf will be liable for the decision of any Investor to
participate in the Placing based on any other information,
representation, warranty or statement which the Investor may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Investor acknowledges to and agrees with Arden for
itself and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Arden makes no representation to any Investor regarding an
investment in the Placing Shares.
(i) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Investors by such other means as Arden may
deem necessary, including, without limitation, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Investor's
jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 4 March 2021
Settlement Date 8 March 2021
ISIN Code GB00BYZQM590
SEDOL BYZQM59
Deadline for input instruction into CREST 5.00 p.m. on 4 March 2021
CREST ID for Arden 601
Each Investor allocated Placing Shares in the Placing will be
sent a form of acceptance stating the number of Placing Shares
allocated to it, the Issue Price, the aggregate amount owed by such
Investor to Arden and settlement instructions. Investors should
settle against the Arden CREST ID shown above. It is expected that
such form of acceptance will be despatched shortly following the
close of the Bookbuild. Each Investor agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions which it has in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the form of acceptance unless
otherwise notified by Arden.
Interest is chargeable daily on payments not received from
Investors on the due date in accordance with the arrangements set
out above at the rate of two percentage points above the base rate
of HSBC Bank Plc.
Each Investor is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Investor on such Investor's behalf and retain from
the proceeds, for Arden's own account and profit, an amount equal
to the aggregate amount owed by the Investor plus any interest due.
The Investor will, however, remain liable for any shortfall below
the aggregate amount owed by such Investor and it may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Investor's behalf. Legal and/or beneficial
title in and to the Placing Shares shall not pass to the relevant
Investor until such time as it has fully complied with its
obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Investor should ensure that the form of
acceptance is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Investor's name
or that of its nominee or in the name of any person for whom the
Investor is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Arden nor the Company shall be
responsible for the payment thereof. Investors will not be entitled
to receive any fee or commission in connection with the
Placing.
(j) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 8 March 2021 (or such later time
and/or date as the Company and Arden may agree, being not later
than 22 March 2021) and on the Placing Agreement being otherwise
unconditional in all respects and not having been terminated in
accordance with its terms on or before Admission; and (ii) the
confirmation mentioned under paragraph (e) above, an Investor
agrees to become a member of the Company and agrees to acquire
Placing Shares at the Issue Price. The number of Placing Shares
acquired by such Investor under the Placing shall be in accordance
with the arrangements described above.
(k) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing
Shares acquired by such Investor in such manner as shall be
directed by Arden. In the event of any failure by an Investor to
pay as so directed by Arden, the relevant Investor shall be deemed
hereby to have appointed Arden or its nominee to sell (in one or
more transactions) any or all of the Placing Shares in respect of
which payment has not been made as so directed by Arden and to have
agreed to indemnify on demand Arden in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(l) Representations and warranties
By participating in the Placing, each Investor and, to the
extent applicable, any person confirming its agreement to acquire
Placing Shares on behalf of an Investor, will irrevocably
acknowledge, confirm, agree, undertake, represent and warrant to
each of Arden and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
Terms and Conditions, the Placing Agreement and the Articles. Such
Investor agrees that these Terms and Conditions and the form of
acceptance issued by Arden to such Investor represent the whole and
only agreement between the Investor, Arden and the Company in
relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these Terms and Conditions. Such Investor agrees that none
of the Company, Arden nor any of their respective officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
Arden nor any person affiliated with Arden or acting on its behalf
is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or
any member of the Group and will not be liable for any decision by
an Investor to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
(iii) the Investor has not relied on Arden or any person
affiliated with Arden in connection with any investigation of the
accuracy of any information contained in this announcement or its
investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
thereof or other information or representation concerning the
Group, the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor Arden nor their respective officers,
directors or employees will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
(v) Arden is not making any recommendations to Investors or
advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing and
each Investor acknowledges that participation in the Placing is on
the basis that it is not and will not be a client of Arden; that
Arden is acting for the Company and no one else; that Arden will
not be responsible to anyone else for the protections afforded to
its clients; that Arden will not be responsible for anyone other
than the Company for providing advice in relation to the Placing,
the contents of this Announcement or any transaction, arrangements
or other matters referred to herein; and that Arden will not be
responsible for anyone other than the Company in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of
Arden's rights and obligations thereunder, including any right to
waive or vary any condition or exercise any termination right
contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Arden nor any of its
affiliates, agents, officers, directors or employees shall be
liable to an Investor for any matter arising out of the role of
Arden as the Company's broker or otherwise, and that where any such
liability nevertheless arises as a matter of law each Investor will
immediately waive any claim against Arden and any of its respective
directors and employees which an Investor may have in respect
thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares under the
Placing and/or acceptance thereof or any actions arising from such
Investor's rights and obligations under the Investor's agreement to
acquire Placing Shares under the Placing and/or acceptance thereof
or under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, Arden or any other person that
would permit a public offering of the Placing Shares, or possession
or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required;
(x) the Investor is a Relevant Person and in all cases is
capable of being categorised as a Professional Client or Eligible
Counterparty for the purposes of the FCA Conduct of Business
Rules;
(xi) if the Investor is in a relevant EEA member state, it is a
Qualified Investor within the meaning of Article 2(e) of EU
Prospectus Regulation 2017/1129, which forms part of domestic law
pursuant to the European Union (Withdrawal) Act 2018, and otherwise
permitted by law to be offered and sold Placing Shares in
circumstances which do not require the publication by the Company
of a prospectus in accordance with the Prospectus Regulations Rules
or other applicable laws;
(xii) if the Investor is in the United Kingdom it: (i) has
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the FPO; or (ii) falls within Article 49(2) (a) to
(d) ("High Net Worth Companies, Unincorporated Associations, etc")
of the FPO; or (iii) is a person to whom this Announcement may
otherwise lawfully be communicated;
(xiii) in the case of any Placing Shares acquired by an Investor
as a financial intermediary, either:
1. 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 placing or resale to, persons in any relevant member state
other than Qualified Investors, or in circumstances in which the
prior consent of Arden has been given to the placing or resale;
or
2. where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than Qualified
Investors, the placing of those Placing Shares to it is not treated
under the Prospectus Regulation Rules as having been made to such
persons;
(xiv) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xv) the Placing Shares have not been and will not be registered
under the US Securities Act or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, the Republic of South
Africa or New Zealand or where to do so may contravene local
securities laws or regulations;
(xvi) the Investor is, and at the time the Placing Shares are
acquired will be, located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xvii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or as a result of any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act);
(xviii) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xix) the Investor is acquiring the Placing Shares for
investment purposes only and not with a view to any resale,
distribution or other disposition of the Placing Shares in
violation of the US Securities Act or any other United States
federal or applicable state securities laws;
(xx) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xxi) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xxii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xxiii) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deems necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xxiv) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxv) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxvi) the Investor is not a resident of the United States,
Australia, Canada, Japan, the Republic of South Africa or New
Zealand or any other jurisdiction where an offer to acquire the
Placing Shares would be unlawful and acknowledges that the Placing
Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the
securities legislation of the United States, Australia, Canada,
Japan, or the Republic of South Africa or New Zealand or any other
jurisdiction where an offer to acquire Placing Shares would be
unlawful and, subject to certain exceptions, the Placing Shares may
not be offered or sold, directly or indirectly, in or into those
jurisdictions;
(xxvii) the Investor is liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxviii) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to acquire Placing Shares under the
Placing and/or who authorises Arden to notify such Investor's name
to the Registrars, that person represents that he has authority to
do so on behalf of the Investor;
(xxix) the Investor has complied with its obligations under the
Criminal Justice Act 1993, MAR, Section 118 of FSMA and, in
connection with money laundering and terrorist financing, under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (as amended) ("Money Laundering
Regulations 2017") and any other applicable law concerning the
prevention of money laundering and, if it is making payment on
behalf of a third party, that: (i) satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party; and (ii) arrangements have been entered into with the third
party to obtain from the third party copies of any identification
and verification data immediately on request as required by the
Money Laundering Regulations 2017 and, in each case, agrees that
pending satisfaction of such obligations, definitive certificates
(or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at
Arden's discretion;
(xxx) the Investor agrees that, due to anti-money laundering and
the countering of terrorist financing requirements, Arden and/or
the Company may require proof of identity of the Investor and
related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, Arden and/or the Company may
refuse to accept the application and the moneys relating thereto.
The Investor holds harmless and will indemnify Arden and/or the
Company against any liability, loss or cost ensuing due to the
failure to process this application, if such information as has
been required has not been provided by it or has not been provided
on a timely basis;
(xxxi) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxxii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxxiii) it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA;
(xxxiv) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxv) if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(i) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(ii) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
disclosed such information to any person, prior to the
information being made publicly available;
(xxxvi) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to acquire Placing Shares under the
Placing and who is acting on behalf of a third party, that the
terms on which the Investor (or any person acting on its behalf)
are engaged enable it to make investment decisions in relation to
securities on that third party's behalf without reference to that
third party;
(xxxvii) the exercise by Arden of any rights or discretions
under the Placing Agreement shall be within its absolute discretion
and Arden need not have any reference to any Investor and shall
have no liability to any Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and each Investor agrees that it shall have no rights against Arden
or any of its affiliates, agents, officers, directors or employees
under the Placing Agreement;
(xxxviii) it irrevocably appoints any director of Arden as its
agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxix) it will indemnify and hold the Company, Arden and its
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 paragraph (l)_and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xl) Arden may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and,
except as required by applicable law or regulation, Arden will not
make any public disclosure in relation to such transactions;
and
(xli) Arden and each of its respective affiliates, each acting
as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Arden and/or any Arden
Affiliates, acting as an investor for its or their own account(s).
Neither Arden nor the Company intend to disclose the extent of any
such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so.
The Company and Arden will rely upon the truth and accuracy of
each of the foregoing representations, warranties and
undertakings.
(m) Supply and disclosure of information
If any of Arden or the Company or any of their respective agents
request any information about an Investor's agreement to acquire
Placing Shares, such Investor must promptly disclose it to them and
ensure that such information is complete and accurate in all
respects.
(n) Miscellaneous
The rights and remedies of Arden and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them, and the
exercise or partial exercise of one will not prevent the exercise
of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to Arden:
1. if he/she is an individual, his/her nationality; or
2. if he/she is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned.
3. such other "know your client" information as Arden may reasonably request.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to
Arden.
(iii) Each Investor agrees to be bound by the Articles once the
Placing Shares which such Investor has agreed to acquire have been
acquired by such Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by Arden.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of Arden, the Company and the Registrars, each
Investor irrevocably submits to the exclusive jurisdiction of the
English courts in respect of these matters. This does not prevent
an action being taken against an Investor in any other
jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these Terms and Conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) Arden and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares
under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
(ix) 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.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
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END
IOESSUSMDEFSELD
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