TIDMPHC
RNS Number : 6409S
Plant Health Care PLC
18 March 2021
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
18 March 2021
Plant Health Care plc
("Plant Health Care", or the "Company")
Placing and Subscription to raise up to US$10.0 million
Plant Health Care plc, a leading provider of novel
patent-protected biological products to global agricultural
markets, today announces its intention to raise up to US$10.0
million before expenses by way of (i) a placing of new Ordinary
Shares ("Placing Shares") at a fixed price of 14 pence per new
Ordinary Share (the "Issue Price") to institutional and other
investors (the "Placing") and (ii) a subscription of new Ordinary
Shares ("Subscription Shares") at the Issue Price to institutional
and other investors (the "Subscription" and together with the
Placing, the "Fundraising") .
Arden Partners plc ("Arden") is acting as nominated adviser and
joint broker in connection with the Placing. Cenkos Securities plc
("Cenkos" and, together with Arden, the "Joint Brokers") is acting
as joint broker in connection with the Placing.
The Joint Brokers will commence a bookbuilding process in
respect of the Placing immediately following the publication of
this Announcement (the "Bookbuild ").
Highlights
-- The Company intends to conduct a Fundraising to raise
approximately US$10.0 million via the issue of the Placing Shares
and the Subscription Shares at the Issue Price.
-- The net proceeds of the Fundraising will be used to:
o Invest in PREtec product development and accelerate new
product launches
o Reinforce the team, to support accelerated growth and new
market entry including into Europe
o Strengthen Balance Sheet
-- 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 I to this Announcement.
-- The Issue Price represents a discount of approximately 12%
per cent. to the closing mid-market price on 17 March 2021, being
the latest practicable date before this Announcement.
The number of Placing Shares and Subscription Shares to be
issued will be agreed by the Company and the Joint Brokers
following the close of the Bookbuild and will be determined based
on the Bloomberg exchange rate between US dollar and pound sterling
at 5.00 p.m. (UK time) on 17 March 2021 , being the last
practicable date prior to this Announcement. Any reference to gross
or net proceeds in this Announcement assumes an exchange rate of
1:1.3962. The timing of the closing of the Bookbuild and
allocations are at the discretion of the Company and the Joint
Brokers. Details of the number of Placing Shares and Subscription
Shares to be issued will be announced as soon as practicable after
the close of the Bookbuild. The Fundraising is not conditional upon
the approval of the Company's shareholders.
Your attention is drawn to the Additional Information set out
below.
Appendix I sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. Persons who
have chosen to participate in the Placing, by making an oral,
electronic or written offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement in its
entirety (including the Appendices) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in Appendix I.
Unless otherwise indicated, capitalised terms in this
Announcement have the meanings given to them in Appendix II to this
Announcement.
For further information, please contact:
Plant Health Care plc Tel: +1 919 926 1600
Chris Richards, CEO
Arden Partners plc - Nomad & Joint Broker Tel: +44 (0) 20 7614
5900
John Llewellyn-Lloyd / Benjamin Cryer
Cenkos Securities plc - Joint Broker Tel: +44 (0) 20 7391 8900
Neil McDonald / Peter Lynch
Additional Information
Background to and reasons for the Fundraising
Plant Health Care is a leading provider of novel
patent-protected biological products to global agricultural markets
with an existing commercial business with its Harpin a b product
and next generation PREtec products. The Directors believe that
agriculture is changing and there is a move to increased
sustainability with global demand for biological solutions growing
at 16 per cent. p.a.. The Fundraising is expected to accelerate the
development and launch of the Company's existing product pipeline
and to reinforce the team to accelerate revenue growth and new
market entry.
Commercial Business
The Company's commercial business is now profitable and cash
generative with revenue growth anticipated to accelerate. The
Harpin a b product gives growers a ROI of up to 14x; adoption is
increasing in large markets where the product has been launched
within the last three years. During 2020, market sales of Harpin a
b in Brazil for sugarcane grew approximately three times with both
the number of end customers increasing along with increased sales
per customer. Adoption also increased in the Company's other major
markets, with USA corn and USA speciality crop market sales
increasing 1.8x and 2x respectively in 2020 compared to the prior
year.
The Directors plan to launch in new North American markets,
including speciality crops in California and other USA East Coast
Markets, through the Company's relationships with Wilbur Ellis and
other US distributors.
PREtec
PREtec is the Company's next generation technology in which it
has invested more than US$20 million over the last eight years,
with the first commercial product launch anticipated in H2 2021.
PREtec products offer growers lower cost, higher potency and better
ease of use, compared with Harpin a b . Plants treated with PREtec
products have improved resistance to disease, drought, stress and
nematodes. This results in greater crop yield and quality, with ROI
for growers potentially greater than 6x through yield improvements
alone. Derived from naturally occurring proteins, PREtec is also
highly environmentally friendly with low toxicity and no
residues.
The Company initially identified six lead products undertaking
initial field trials with over 40 patents filed. The first patents
were granted in 2020 and the Company now has a pipeline of multiple
PREtec products. Initial launches are anticipated to include Brazil
Saori(TM) in H2 2021. Launches of products based on PHC279 in the
USA are targeted in 2022, subject to regulatory approval. Further
product launches including USA PHC404, USA PHC949 and Brazil PHC949
are currently unfunded but registration submissions are planned
throughout 2021. Registration approval for these products is
anticipated to be granted in 2023, subject to review by the
relevant regulatory authorities.
The Company's first commercial launch of a PREtec product is
expected to be the launch of Saori during the second half of 2021.
Plant Health Care has now begun commercial discussions with leading
crop protection companies in Brazil, many of which have planted
their own soybean trials to independently confirm the performance
of Saori. Initial sales will specifically focus on early adopters
of novel technologies within the sustainable agricultural markets.
Significant penetration of a market estimated to be worth
approximately US$2.56 billion per annum is expected over the
following three to five years.
Entry into New Markets - Europe
Europe is the largest market globally for biological products in
agriculture, comprising approximately 46 per cent. of the total
market. This represents an opportunity for Plant Health Care, with
Europe underrepresented in existing sales. The Directors also
believe that the focus on sustainable agriculture within the region
gives rise to further opportunity for the Company's products. While
the Company intends to pursue regulatory approval for its products,
it is also considering how best to access the market and accelerate
growth in view of the high regulatory hurdle to access the market
and complex regulation. This may include alliances, joint venturing
or M&A with European companies with complementary market
access, customers and technology. Market access may also be
accelerated via licences and joint development agreements, as has
been achieved with Wilbur Ellis for specialty crops in the USA.
Use of Proceeds of the Fundraising
In order to take full advantage of the market opportunities
available, the Company is seeking to raise up to US$10.0 million
(before expenses) to:
-- invest in PREtec product development to:
o accelerate launches of PHC279 & PHC949 in the USA and
Latin America
o initiate product development in Europe
o widen and further strengthen the Company's IP portfolio
-- reinforce the team, to support accelerated growth including:
o boosting Sales & Marketing capability
o product development
o European market entry and regulatory approval process
-- strengthen the Company's Balance Sheet
Current Trading and Prospects
All results provided are preliminary and subject to completion
of the 2020 audit. The audit is substantially complete and Plant
Health Care's audited accounts for the year ended 31 December 2020
are expected to be published by the end of April 2021.
As previously disclosed, the Company expects to report revenue
of US$6.6 million (2019: US$6.4 million), an increase in constant
currency of 9 per cent. with gross margin constant at 56 per
cent.
Robust in-market sales growth of Harpin a b resulted in a
reduction of distributor inventory of more than US$1 million. In
Brazil sugarcane in-market sales were three times those of 2019,
while in-market sales of corn were 1.8 times the prior year. Sales
of Harpin <ALPHA> to Wilbur Ellis doubled compared with
2019.
While Covid-19 impacted sales in some markets in H2 2020, over
the full period the Commercial Business generated a positive EBITDA
and was cash generative for the first time, supported by reduced
working capital.
Cash and cash equivalents as at 31 December 2020 were US$4.1
million with cash of US$2.7 million consumed during the year (2019:
US$4.8 million) and total cash operating expenses of US$7.1 million
(2019: US$7.4 million).
The Placing
The Placing is subject to the terms and conditions set out in
Appendix I to this announcement (which forms part of this
announcement, such announcement and the Appendices to this
Announcement together being this "Announcement").
The timing for the close of the Bookbuild and the allocation of
the Placing Shares will be determined together by the Joint Brokers
and the Company. The Placing is not conditional upon the approval
of the Company's shareholders.
Director participation
As part of the Fundraising, Jeff Hovey and Jeff Tweedy intend to
subscribe for 28,136 Subscription Shares. Christopher Richards and
Richard Webb intend to subscribe for 525,714 Placing Shares in each
case conditional upon Admission of those Subscription Shares and
Placing Shares respectively.
Related Party Transaction
The Fundraising participation by Christopher Richards, Richard
Webb, Jeff Hovey and Jeff Tweedy as Directors is considered a
related party transaction for the purposes of Rule 13 of the AIM
Rules for Companies. Guy van Zwanenberg and William Lewis being
independent directors consider, having consulted with Arden, the
Company's nominated advisers, that the Fundraising participation is
fair and reasonable in so far as Plant Health Care's shareholders
are concerned.
Admission, settlement and CREST
Application will be made for the new Ordinary Shares issued
pursuant to the Placing and the Subscription to be admitted to
trading on AIM.
Settlement for and Admission of the Placing Shares is expected
to take place on or before 8.00 a.m. on 24 March 2021. The Placing
is conditional upon, among other things, Admission of the Placing
Shares becoming effective and the Placing Agreement not being
terminated in accordance with its terms.
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 nominated adviser to the Company in
connection with the Fundraising and jointly with Cenkos as broker
for the Company and no one else in connection with the Placing and
the Bookbuild and will not regard any other person (whether or not
a recipient of this Announcement) as its client in relation to the
Placing or the Bookbuild nor will it be responsible to anyone other
than the Company for providing the protections afforded to its
clients. The responsibilities of Arden as the Company's nominated
adviser under 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.
Cenkos is authorised and regulated by the FCA in the United
Kingdom. Cenkos is acting jointly with Arden as broker for the
Company and no one else in connection with the Placing and the
Bookbuild and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the
Placing or the Bookbuild nor will it be responsible to anyone other
than the Company for providing the protections afforded to its
clients.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Arden and Cenkos as joint brokers in connection
with the Placing and the Bookbuild by FSMA or the regulatory regime
established thereunder, the Joint Brokers accept no responsibility
whatsoever, and make no representation or warranty, express or
implied, in relation to the Placing or 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 or on behalf of either of them, 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. The Joint
Brokers accordingly disclaim all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above), which they might otherwise have in respect of the contents
of this Announcement or any such statement.
In connection with the Placing, the Joint Brokers and their
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
either or both of the Joint Brokers and any of their respective
Affiliates acting as investors for their own accounts. In addition,
the Joint Brokers or their Affiliates may enter into financing
arrangements and swaps in connection with which they or their
Affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. Neither of the Joint Brokers has an 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 Group's business
strategy, plans and objectives of management for future operations,
or any statements preceded 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 Group 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 Group's
present and future business strategies and the environment in which
the Group 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 and as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of: (a) retail investors; (b) investors who meet the
criteria of professional clients; and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"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; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The 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, the Joint Brokers 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 I
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, ARDEN AND
CENKOS 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: (A) 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; AND (B) IN THE UNITED KINGDOM WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED AND 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
"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 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 or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (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 Prospectus Regulation (EU) 2017/1129 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended ( the "UK Prospectus Regulation")
from the requirement to produce a prospectus. In the United
Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") does not apply.
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 24 March 2021, or, in any case, by
such later time and/or date as the Company and the Joint Brokers
may agree, being not later than 30 April 2021 ("Long Stop
Date").
1 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 either Joint Broker
(whether orally or in writing) to acquire Placing Shares under the
Placing (an "Investor"), hereby agrees with such Joint Broker and
the Company to be bound by the form of acceptance issued by such
Joint Broker 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 the Joint Broker 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 Placing Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
2 Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
the Joint Brokers. Pursuant to the Placing Agreement, the Joint
Brokers have, subject to the terms and conditions set out in the
Placing Agreement, agreed to use reasonable endeavours, as agents
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 Subscription Shares and the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such shares after Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
3 Application for Admission
Application will be made to London Stock Exchange for the
Placing Shares 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 24 March 2021.
4 Bookbuild
Commencing today, the Joint Brokers 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. However, the
Joint Brokers will be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, after consultation
with the Company, determine. No commissions will be paid by or to
Investors in respect of any participation in the Placing or
subscription for Placing Shares.
5 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 either Joint Broker. The Joint Brokers and their
respective Affiliates 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 Placing Price.
The book will open with immediate effect. The Bookbuild is
expected to close not later than 4.30 p.m. on 18 March 2021, but
may be closed at such earlier or later time as the Joint Brokers
may, in their 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 Placing Price (the
"Placing Results Announcement").
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 the consent of either Joint
Broker, 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 the
Joint Brokers. Each bid should state the number of Placing Shares
which the prospective Investor wishes to subscribe for at the
Placing Price. If successful, the relevant Joint Broker 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.
The oral confirmation of either of the Joint Brokers 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 the Joint Brokers pursuant to which each such
Investor will be required to accept the number of Placing Shares
allocated to such Investor at the Placing 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 the relevant Joint Broker to such
Investor. These Terms and Conditions will be deemed incorporated in
that form of acceptance.
The Joint Brokers reserve the right to scale back the number of
Placing Shares to be subscribed by any Investor in the event that
the Placing is oversubscribed. The Joint Brokers also reserve 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 the Joint Brokers.
Each Investor's obligations will be owed to the Company and to
the relevant Joint Broker. Following the oral confirmation referred
to above, each Investor will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
relevant Joint Brokers, as agent of the Company, to pay to the
relevant Joint Broker (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares allocated to such Investor.
To the fullest extent permissible by law, none of the Joint
Brokers or any of their respective Affiliates 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 the Joint Brokers or their Affiliates 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 the Joint Brokers
may determine.
All obligations of the Joint Brokers 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".
6 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 the Joint Brokers under the Placing Agreement
are conditional, among other things, upon:
6.1 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;
6.2 the obligations of the Joint Brokers not having been
terminated (as described below under "Right to terminate under the
Placing Agreement"); and
6.3 Admission of the Placing Shares occurring not later than
8.00 a.m. on 24 March 2021 or such later time and/or date as the
Joint Brokers and the Company may agree (but in any event not later
than 30 April 2021).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by the
Joint Brokers), 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 the Joint Brokers or any of their
respective Affiliates, the Company, nor any of its Affiliates 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 the
Joint Brokers' rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
7 Right to terminate under the Placing Agreement
The Joint Brokers have the right to terminate the Placing
Agreement in certain circumstances prior to Admission of the
Placing Shares, in particular, in the event of a breach of the
warranties given to the Joint Brokers in the Placing Agreement (in
a manner which is material in the context of the Placing), the
failure of the Company to comply with certain of its obligations
under 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.
By participating in the Placing, each Investor agrees with the
Joint Brokers that the exercise by the Joint Brokers of any right
of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Joint Brokers and
that the Joint Brokers need not make any reference to the Investors
in this regard and that, to the fullest extent permitted by law,
neither the Company, the Joint Brokers nor any of their respective
Affiliates shall have any liability whatsoever to the Investors in
connection with any such exercise or failure to so exercise.
8 No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and the Placing Shares will not be
offered in such a way as to require a prospectus or other offering
document 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 the Joint Brokers and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Joint Brokers or either of them (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 Affiliate of the Joint Brokers or any person acting
on their behalf or by the Company or any of its Affiliates or any
person acting on its 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 the Joint Brokers for themselves and as agents 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.
9 Undertakings
By participating in the Placing, Investors agree that the
exercise by the Joint Brokers or either of them of any power to
grant consent to waive any undertaking by the Company of a
transaction which would otherwise require their consent under the
Placing Agreement shall be within the absolute discretion of the
Joint Brokers and that the Joint Brokers need not make any
reference to, or consultation with, Investors and that they shall
have no liability to Investors whatsoever in connection with any
such exercise of the power to grant consent.
10 Registration and settlement
Settlement of transactions in the Placing Shares following
Admission of the Placing Shares will take place within the CREST
system, using the delivery versus payment mechanism, subject to
certain exceptions. The Joint Brokers reserve the right to require
settlement for and delivery of the Placing Shares to Investors by
such other means as they 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 22 March 2021
Settlement Date 24 March 2021
ISIN Code GB00B01JC540
SEDOL B01JC54
Deadline for input instruction into CREST 5.00 p.m. on 22 March 2021
CREST ID for Arden 601
CREST ID for Cenkos 601 KLCLT
Each Investor allocated Placing Shares in the Placing will be
sent a form of acceptance stating the number of Placing Shares, the
Placing Price, the aggregate amount owed by such Investor to the
relevant Joint Broker and settlement instructions. Investors should
settle against the CREST ID of the relevant Joint Broker 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 the relevant Joint Broker.
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 the Joint Brokers or either of them.
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, the Joint Brokers may sell any or all of the
Placing Shares allocated to the Investor on such Investor's behalf
and retain from the proceeds, for such Joint Brokers' 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.
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 the Joint Brokers 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.
11 Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 24 March 2021 (or such later time
and/or date as the Company and the Joint Brokers may agree) 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 5 above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Placing Price.
The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described
above.
12 Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner as shall be
directed by the Joint Brokers or either of them. In the event of
any failure by an Investor to pay as so directed by the Joint
Brokers, the relevant Investor shall be deemed hereby to have
appointed the relevant Joint Broker 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 the relevant
Joint Broker and to have agreed to indemnify on demand such Joint
Broker in respect of any liability for stamp duty and/or stamp duty
reserve tax arising in respect of any such sale or sales.
13 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 the Joint Brokers and the Company that:
13.1 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 the relevant Joint Broker to such Investor
represent the whole and only agreement between the Investor, the
relevant Joint Broker 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, the
Joint Brokers 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;
13.2 the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Joint Brokers nor any of their respective Affiliates or persons
acting on their 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;
13.3 the Investor has not relied on the Joint Brokers nor any of
their respective Affiliates in connection with any investigation of
the accuracy of any information contained in this announcement or
its investment decision;
13.4 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 the Joint Brokers nor their respective
Affiliates 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;
13.5 the Joint Brokers are 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 the Joint Brokers or either of them;
13.6 the Joint Brokers are acting for the Company and no one else;
13.7 the Joint Brokers will not be responsible to anyone else
for the protections afforded to their clients;
13.8 the Joint Brokers 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;
13.9 the Joint Brokers 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 their respective rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
13.10 save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Joint Broker nor any of
its Affiliates shall be liable to an Investor for any matter
arising out of the role of such Joint Broker 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 such Joint Broker and any of its Affiliates which an
Investor may have in respect thereof;
13.11 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;
13.12 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;
13.13 the Investor understands that no action has been or will
be taken in any jurisdiction by the Company, the Joint Brokers 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;
13.14 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;
13.15 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 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;
13.16 if the Investor is in the United Kingdom it: (i) is a
Qualified Investor within the meaning of Article 2(e) of EU
Prospectus Regulation 2017/1129 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018, as amended
and (ii) has professional experience in matters relating to
investments and falls within the definition of "investment
professionals" in Article 19(5) of the FPO; or falls within Article
49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the FPO; or is a person to whom this
Announcement may otherwise lawfully be communicated;
13.17 in the case of any Placing Shares acquired by an Investor
as a financial intermediary, 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 other
than Relevant Persons as defined in these Terms and Conditions, or
in circumstances in which the prior consent of Arden or Cenkos has
been given to the placing or resale;
13.18 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;
13.19 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 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;
13.20 it 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;
13.21 it 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);
13.22 if it is acquiring the Placing Shares for the account of
one or more other persons, the Investor has full power and
authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such account;
13.23 it 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 Securities
Act or any other United States federal or applicable state
securities laws;
13.24 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;
13.25 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;
13.26 it 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;
13.27 it 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;
13.28 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;
13.29 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;
13.30 it 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;
13.31 it 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;
13.32 in the case of a person who confirms to a Joint Broker on
behalf of an Investor an agreement to acquire Placing Shares under
the Placing and/or who authorises such Joint Broker to notify such
Investor's name to the Registrars, that person represents that he
has authority to do so on behalf of the Investor;
13.33 it has complied with its obligations under the Criminal
Justice Act 1993, UK 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 the Joint
Brokers' discretion;
13.34 it agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, the Joint Brokers
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, the Joint Brokers and/or the
Company may refuse to accept the application and the moneys
relating thereto. The Investor holds harmless and will indemnify
the Joint Brokers 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;
13.35 it 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);
13.36 it 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;
13.37 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;
13.38 it 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;
13.39 if it has received any 'inside information' (for the
purposes of UK 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 UK MAR
and associated delegated regulations and it has not:
13.39.1 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;
13.39.2 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
13.39.3 disclosed such information to any person, prior to the
information being made publicly available;
13.40 in the case of a person who confirms to a Joint Broker 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;
13.41 the exercise by the Joint Brokers of any rights or
discretions under the Placing Agreement shall be within their
absolute discretion and the Joint Brokers 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 the Joint Brokers or any of
their Affiliates under the Placing Agreement;
13.42 it irrevocably appoints any director of the Joint Brokers
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;
13.43 it will indemnify and hold the Company, the Joint Brokers
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 paragraph 13 and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
13.44 the Joint Brokers may, in accordance with applicable legal
and regulatory provisions, engage in transactions in relation to
the Placing Shares and/or related instruments for their own
accounts and, except as required by applicable law or regulation,
they will not make any public disclosure in relation to such
transactions; and
13.45 the Joint Brokers and each of their 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
the Joint Brokers and/or any of their Affiliates, acting as an
Investor for its or their own account(s). Neither the Joint Brokers
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 the Joint Brokers will rely upon the truth and
accuracy of each of the foregoing representations, warranties and
undertakings.
14 Supply and disclosure of information
If any of the Joint Brokers 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.
15 Miscellaneous
The rights and remedies of the Joint Brokers 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.
15.1 On application, each Investor may be asked to disclose, in
writing or orally to either Joint Broker:
15.1.1 if he/she is an individual, his/her nationality; or
15.1.2 if he/she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
15.1.3 such other "know your client" information as such Joint Broker may reasonably request.
15.2 All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
Joint Brokers.
15.3 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.
15.4 These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the Joint
Brokers or either of them.
15.5 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 the Joint Brokers, 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.
15.6 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.
15.7 The Joint Brokers 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.
15.8 The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
15.9 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.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended from time
to time)
"Admission" the admission of the Placing Shares and/or the
Subscription Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM
Rules and "Admission of the Placing Shares" and
"Admission of the Subscription Shares" shall
be construed accordingly
"Affiliate" any subsidiary, subsidiary undertaking or parent
undertaking of the relevant party or any of its
or their directors, officers, employees, agents
or advisers
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London
Stock Exchange from time to time
"AIM Rules the AIM Rules for Nominated Advisers published
for Nominated by London Stock Exchange from time to time
Advisers"
"Appendix I" Appendix I 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 nominated
adviser and joint broker in relation to the Placing
"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 and
Cenkos as joint agents for the Company, details
of which are more particularly set out in Appendix
I
"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
"Cenkos" Cenkos Securities plc (registered in England
and Wales with registered number 05210733) whose
registered office is at 6,7,8 Tokenhouse Yard,
London EC2R 7AS, the Company's joint broker in
relation to the Placing
"Company" Plant Health Care plc (incorporated and registered
in England and Wales with registered number 05116780)
whose registered office is at c/o DWF LLP, 1
Scott Place, 2 Hardman Street, Manchester, M3
3AA
"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)
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the Ordinary Shares in issue as at the date of
Shares" this Announcement
"FCA" the Financial Conduct Authority of the United
Kingdom
"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
"Joint Brokers" Arden and Cenkos
"London Stock London Stock Exchange plc
Exchange"
"Ordinary Shares" ordinary shares of 1p each in the capital of
the Company
"Placees" or an eligible investor procured by the Joint Brokers
"Investors" or either of them who agrees to subscribe for
Placing Shares in the Placing
"Placing" the conditional placing of the Placing Shares
at the Placing Price pursuant to the Placing
Agreement
"Placing Agreement" the agreement dated 17 March 2021 between the
Company, Arden and Cenkos relating to the Placing
"Placing Price" 14 pence per Placing Share
or "Issue Price"
"Placing Shares" the Ordinary Shares to be issued in connection
with the Placing
"Prospectus the Prospectus Regulation Rules made by the FCA
Regulations under Part VI of FSMA
Rules"
"Registrars" Neville Registrars Limited
"Regulation Regulation S under the Securities Act
S"
"Securities United States Securities Act of 1933
Act"
"Shareholders" holders of Existing Ordinary Shares
"Terms and the terms and conditions of the Bookbuild set
Conditions" out in Appendix I
"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
"UK MAR" EU Regulation No 596/2014 (the Market Abuse Regulation),
as it forms part of UK domestic law by virtue
of The European Union (Withdrawal) Act 2018,
as amended
"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
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END
IOEJPMMTMTIBMAB
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