TIDMRST
RNS Number : 1502X
Restore PLC
30 April 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION UNDER ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMED) AS IT FORMS
PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) FOR IMMEDIATE
RELEASE.
30 April 2021
Restore plc
("Restore", the "Company", or the "Group")
Acquisition of EDM Group
Proposed placing to raise approximately GBP40 million
Restore plc (AIM: RST), a leading UK provider of integrated
information and data management services, secure technology
recycling and commercial relocation solutions today announces that
it has entered into an agreement to acquire Rainbow HoldCo Limited,
which trades as EDM Group Limited ("EDM") (the "Acquisition"),
together with a proposed placing to raise gross proceeds of
approximately GBP40 million (the "Placing") (together, the
"Transaction").
The Acquisition represents a strategically important transaction
for the Company, aligned to its stated acquisition criteria which
will be additive to its core Records Management business and
transformational for its growing Digital business.
Highlights
-- Following the initial impact of COVID-19 in the first half of
2020, the Group has demonstrated a strong recovery and is focused
on accelerating momentum against its stated strategy for growth via
organic expansion, strategic acquisition and margin improvement
through synergies and efficiency gains
o Trading for Q1 2021 saw a continuation of the strong recovery
momentum towards pre-COVID revenue levels, and the Board is
confident in the Group's prospects in both the short and longer
term
o Full-year trading expectations remain unchanged before taking
account of the effects of the Acquisition
-- EDM is a UK based information management company offering
solutions to large and medium-sized enterprises across four key
solution areas: Records Information Management; Digitisation;
Digital Mailrooms; and Digital Solutions
o Revenue of GBP31.4 million and EBITDA of GBP6.3 million for
the year ended 31 March 2020(1)
o Impact of COVID resulted in lower revenue and EBITDA of
GBP26.1 million and GBP4.4 million respectively for the year ended
31 March 2021(1)
o EDM is expected to recover to pre-COVID revenue and
profitability in its current financial year ending 31 March
2022
-- The Acquisition is transformational for the Group's Digital
business and consistent with Restore's strategic priorities
o 74% of EDM revenue is from digital solutions, doubling the
size of Restore's existing Digital business, substantially
enhancing the product line and creating a strong UK platform
o Enlarged business creates scale and fast-tracks the Group's
product roadmap around key digital service solutions and brings an
established and well-invested online platform
o 26% of EDM revenue is from physical records storage, adding
approximately 1.9 million boxes across three sites, increasing the
Group's storage base by approximately 10%
o Identified cost synergies are anticipated to generate
annualised savings of at least GBP2 million by FY23 with the
Acquisition expected to deliver ROIC in line with the Group's
target
-- The cash consideration of GBP61 million on a cash-free
debt-free basis is payable upon completion of the Acquisition and
initially funded from the Group's existing debt facilities
o Represents a multiple of approximately 10x EDM's forecast
current year EBITDA(2) (ending 31 March 2022) at the point of
acquisition
o Multiple expected to fall to approximately 7.5x including the
benefit of identified cost synergies
-- The Acquisition is expected to be immediately accretive to
underlying EPS in the current financial year ending 31 December
2021 ("FY21"), both pre and post the effects of the Placing (as
described below).
Placing Highlights
-- Proposed placing of up to 10,958,904 new ordinary shares of 5
pence each in the Company (the "Placing Shares"), at a price of 365
pence per Placing Share (the "Placing Price"), to raise gross
proceeds of approximately GBP40 million. The Placing Shares
represent approximately 8.7 per cent. of the Company's existing
issued share capital
-- The Placing Price represents a discount of approximately 5.2
per cent. to the closing price of 385 pence per share on 29 April
2021
-- The net proceeds of the Placing, which are expected to be
approximately GBP38.7 million, will be used to reduce the Company's
net debt, to fund working capital and for general corporate
purposes
-- Following the Placing, year-end pro-forma leverage,
calculated as net debt to pro-forma underlying EBITDA (pre-IFRS 16)
(annualised for acquisitions) is expected to be at or below 1.5x,
before further acquisitions
-- The Placing will ensure that Restore has sufficient headroom
to execute against a strong pipeline of further bolt-on acquisition
opportunities
-- The Placing is being conducted through an accelerated book
building process (the "Bookbuild") which will commence immediately
following this Announcement in accordance with the terms and
conditions set out in the Appendix
-- The Placing is being conducted by Peel Hunt LLP ("Peel
Hunt"), subject to certain conditions
(1) EDM financials are unaudited
(2) Management estimates
Charles Bligh, Chief Executive of Restore, commented:
"I am delighted with the acquisition of the EDM UK business and
the value this will create for shareholders. EDM is a business that
is well known to us, it is well invested with a loyal customer base
and a terrific team of over 430, each of whom we welcome into the
Group today. Bringing EDM's scale and capabilities together with
ours will deliver even better offerings for customers and build an
even stronger UK player in the management of physical and digital
data.
"This acquisition is in line with the growth strategy of the
business outlined over the last two years, which is to grow our
Records Management business and to enhance the product portfolio
and market share in Restore Digital."
For further information please contact:
Restore plc +44 20 7409 2420
Charles Bligh, CEO www.restoreplc.com
Neil Ritchie, CFO
Peel Hunt (Nomad, broker and sole
bookrunner) +44 20 7418 8900
Mike Bell / Ed Allsopp (Investment www.peelhunt.com
Banking)
Jock Maxwell Macdonald / Sohail
Akbar (Syndicate)
Canaccord Genuity (Financial Adviser) +44 020 7523 4500
Chris Robinson / Stephen Findlay www.canaccordgenuity.com
Buchanan Communications (Financial
PR) +44 20 7466 5000
Charles Ryland / Stephanie Watson www.buchanan.uk.com
/ Tilly Abraham
Background to and reasons for the Acquisition
Restore has a clearly articulated growth strategy, which remains
unchanged notwithstanding the challenges presented by COVID over
the last year. Restore's mission is to be the most trusted and
environmentally responsible provider to both the private and public
sectors, delivering virtual and physical records and data storage,
digitisation and automation of data processing, secure data erasure
and destruction, IT recycling and relocation solutions. Its
strategy seeks to generate sustained organic growth from existing
and new customers and to target the substantial acquisition
opportunities that exist in most of the markets in which it
operates, whilst applying strict investment discipline. In
addition, the Group can drive margin improvement through scale,
synergy and consolidation.
Restore's board of directors (the "Board") believes that the
Acquisition will deliver on the Company's strategic acquisition
objectives, whilst also being financially compelling for the
Company, representing a transformative step in growing Restore
Digital and expanding Records Management.
Digital is a core growth segment for Restore with a sizeable UK
addressable market of approximately GBP250-GBP350 million, which is
growing annually at approximately 3-4%, underpinning the long term
structural growth trends which have been accelerated by COVID, with
digitisation, flexible working and security of data becoming
increasingly necessary for all businesses. The Acquisition doubles
Restore's existing market share, and creates a stronger UK business
which will benefit from operating as a larger platform, with the
ability to deliver both cost synergies and cross-selling
opportunities through accessing the wider service offerings. The
combination with EDM also unlocks the Group's product roadmap
around Digital Mailroom, Cloud and Business Process Outsourcing,
fast tracking Restore's delivery against its strategic growth
objectives.
EDM is a high quality asset with scale, and the Acquisition will
be immediately accretive to underlying earnings both pre and post
the effects of the Placing. The Directors have identified
operational cost synergies which are anticipated to generate
annualised savings of at least GBP2 million by Restore's financial
year ending 31 December 2023, with the Acquisition expected to
deliver ROIC in line with the Group's target.
The cash consideration for the Acquisition of GBP61 million (on
a cash-free debt-free basis), will be initially funded from
existing debt facilities and represents a valuation of
approximately 10x EDM's current year EBITDA at the point of
Acquisition. The valuation multiple is expected to fall to
approximately 7.5x EBITDA, including the benefit of identified cost
synergies.
The Placing is being undertaken to ensure that, following the
Acquisition, the Group has sufficient headroom to execute on an
identified pipeline of further bolt-on opportunities. Before
further such acquisitions, the Placing would mean that expected
pro-forma year end leverage was at or below 1.5x (calculated as Net
Debt : pro-forma underlying EBITDA (pre-IFRS 16)).
The Acquisition and the Placing are not inter-conditional.
About Restore
Restore is a leading UK provider of integrated information and
data management, technology recycling and commercial relocation
services. The Company provides physical and digital data management
to a broad range of corporates in the private and public
sector.
Restore operates out of five business segments within its two
core divisions, Document Management and Relocation:
-- Restore Records Management: Physical and digital data storage solutions
-- Restore Digital: Digitisation and automation of data
-- Restore Datashred: Secure erasure and destruction of data
-- Restore Technology: IT asset deployment, relocation, management and decommissioning
-- Restore Harrow Green: Commercial and workplace relocation
services, technology relocation, recycling and reuse
About EDM
EDM was founded in 1974 and is a leading information management
solutions business, providing Digital Services and Records
Management.
The business provides solutions to large and mid-sized corporate
predominantly in the financial services, healthcare, insurance and
automotive sectors. EDM is headquartered in Bilston, Wolverhampton
with operations spanning across six sites in the UK.
The business has a strong UK presence and operates across four
product areas:
-- Records Information Management (Store)
o 26% of EDM 2020 revenue
o Off-site storage and management of high volumes of customer
records
o Provides data compliance and security services
o Operating across 3 sites at Shoeburyness, Leeds and Hartlebury
averaging 91% utilisation
o Stable and recurring revenue from loyal, blue-chip customer
base
o High customer retention rate underpinned by excellent service
levels
-- Digitisation (Capture)
o 30% of EDM 2020 revenue
o Conversion of paper and fiche records to digital held
records
o A leading provider of medical records scanning
o Large scale, well invested scanning facility in Willenhall
o Well invested software and systems provides significantly more
capacity for the Group
o Long legacy of people and process expertise
-- Digital Mailrooms (Route)
o 28% of EDM 2020 revenue
o Processes high volumes of inbound end-customer mail
o First to market in Digital Mailrooms in the UK
o Differentiated offering through best-in-class AI
technology
o Premium service offering
o Processing site in Bilston (EDM HQ)
o High capacity, scalable and resilient model
-- Digital Solutions (Automate)
o 16% of EDM 2020 revenue
o Automation of high-volume, business critical decisions for
customers
o Prominent in automotive sectors in addition to the financial
services and other highly regulated sectors
o Expertise in Digital transformation
o Recently disposed of its mortgage automation division
Under a new, focused management team, EDM has invested in
building out a digital led offering around an established physical
records storage business. The management team, led by Kieran
Walshe, will remain with the business and all approximately 430
employees will transfer to Restore.
EDM has a strong financial track record reporting revenue for
the year ended 31 March 2020 of GBP31.4 million, with EBITDA of
GBP6.3 million at a margin of 20.1%. Of these revenues, Records
Information Management accounted for approximately 26%, with the
remaining 74% comprising Digital Services which is made of Capture
(approximately 30%), Route (approximately 28%) and Automate
(approximately 16%) solutions.
Activity levels were adversely impacted by lockdown measures
implemented as a result of COVID. Revenue for the year ended 31
March 2021 is expected to be approximately 17% lower year-on-year,
at approximately GBP26.1 million, with the EBITDA margin remaining
resilient at approximately 16% (GBP4.4 million). EDM is expected to
recover to pre-COVID revenue and profitability in its current
financial year, ending 31 March 2022.
The net assets of the Acquisition have been carved out from the
legacy group structure, and stood at GBP21.4 million as of 31
January 2021. This balance included legacy goodwill of GBP42.6
million, fixed assets of GBP7.4 million, cash and working capital
of GBP9.1 million, structured debt of GBP36.4 million and other net
liabilities of GBP1.3 million. As part of the Acquisition, and
included within the consideration of GBP61.0 million, the
structured debt of GBP36.4 million has been settled in full.
A full revaluation exercise will be performed following the
consolidation of EDM into the Company's financial statements.
Current Trading
-- As announced on 18 March 2021, performance in January and
February 2021 was in line with the Board's expectations
-- Revenue tracking at 90% of pre-COVID levels
o Records Management and Harrow Green operating at approximately
90%+ levels
o Restore Digital returned to organic growth, with revenue up
approximately 20%
o Following successful acquisitions, Restore Technology revenue
run rate doubled
o Datashred continued to be impacted with the current
restrictions and at approximately 60% of 2019 levels with cost
actions in 2020 positively contributing to margin recovery
-- Trading for the balance of the first quarter of FY21 has
continued in line with these recovery trends and full year
expectations unchanged:
o Records Management targeting increased net box growth of
1-2%
o Harrow Green and Restore Digital both expected to return to at
least to pre-COVID revenue levels on a run rate basis
o Restore Technology targeting significant year on year organic
growth, together with material contributions from recently acquired
businesses
o Restore Datashred's revenue recovery profile will depend on
restrictions easing, albeit cost base significantly reduced from
2020, positively impacting profit levels
-- The Board anticipates the reinstatement of dividends for the 2021 financial year
Details of the Placing and use of proceeds
The Company intends to raise approximately GBP40 million gross
proceeds (before expenses of approximately GBP1.3 million pursuant
to the Placing). The net proceeds of the Placing will be used to
reduce the Group's net debt, to fund working capital and for
general corporate purposes.
The Placing will be conducted by Peel Hunt pursuant to a placing
agreement between the Company and Peel Hunt (the "Placing
Agreement") and in accordance with the terms and conditions set out
in the appendix of this announcement. The Bookbuild will determine
demand for and participation in the Placing.
The Bookbuild will commence with immediate effect following this
announcement and is expected to close later today. The final number
of Placing Shares to be issued pursuant to the Placing will be
agreed by Peel Hunt and Restore following the close of the
Bookbuild. The timing of the close of the Bookbuild is at the
absolute discretion of Peel Hunt in consultation with the Company
and Peel Hunt reserves the right to close the Bookbuild earlier or
later without further notice. The allocations will be determined by
Peel Hunt in its absolute discretion following consultation with
the Company and will be confirmed orally by Peel Hunt following the
close of the bookbuilding process. A further announcement and
results of the Placing will then be made as soon as practicable
following the completion of the Bookbuild.
The Placing Shares will represent approximately 8.7% of the
existing issued share capital and will, when issued, be credited as
fully paid and will rank pari passu in all respects with the
Company's existing ordinary shares of 5 pence each in the capital
of the Company. This includes the right to receive all dividends
and other distributions declared, made or paid in respect of such
shares after the date of issue of the Placing Shares.
Pursuant to the Placing Agreement, Peel Hunt has agreed, subject
to the terms and conditions set out therein, to use its reasonable
endeavours to procure placees for the Placing Shares at the Placing
Price.
Application will be made to London Stock Exchange plc (the
"LSE") for the Placing Shares to be admitted to trading on AIM. It
is expected that settlement of the Placing Shares and Admission
will take place at 8.00 a.m. on 5 May 2021. The Placing is
conditional upon, among other things, Admission becoming effective
on or before 8.00 a.m. on 5 May 2021 or such later date as Peel
Hunt and the Company may agree. The Placing is also conditional
upon the Placing Agreement not being terminated in accordance with
its terms.
As part of the Placing, certain Directors and Persons Discharged
with Managerial Responsibility, as defined by MAR ("PDMRs") have
indicated their intention to subscribe for Placing Shares at the
Placing Price. Further details of the Placing and any participation
by the Directors will be set out in the announcement to be made on
the closing of the Placing.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this Announcement (which forms
part of this announcement, such announcement and the Appendix
together being, this "Announcement").
Persons who have chosen to participate in the Placing, by making
an oral or written offer to acquire Placing Shares, will be deemed
to have read and understood this announcement in its entirety
(including the appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the appendix.
Debt Facilities
The Company benefits from a GBP160 million rolling credit
facility supported by a syndicate of five banks which extends to
March 2023. The lending banks are fully supportive of the
Acquisition and the Company will continue to operate well within
the operating covenants of the borrowing facility after the
Acquisition.
Market Abuse Regulation
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as
amended) as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended)
("MAR"). Upon the publication of this Announcement via a regulatory
information service, this inside information is now considered to
be in the public domain.
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing and the Acquisition with the result that
certain persons became aware of inside information (as defined in
MAR), as permitted by MAR. This inside information is set out in
this announcement being made by the Company today. Therefore, 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.
The person responsible for arranging the release of this
announcement on behalf of Restore plc is Neil Ritchie.
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART
OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
This Announcement is not for public release, publication,
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
such release, publication, distribution or forwarding would be
unlawful.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the US Securities Act of 1933, as amended,
(the "Securities Act") and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor"
within the meaning of Section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the
Placing Shares as principal for its own account, or is deemed to be
purchasing the Placing Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) such
person was not created or used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103
- Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103") of the Canadian Securities
Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Placing Shares without the benefit
of a prospectus under such securities laws.
The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or Peel
Hunt LLP ("Peel Hunt") or any of their respective affiliates, or
any of its or their respective directors, officers, partners,
employees, advisers or agents (collectively, "Representatives")
that would, or is intended to, permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Peel Hunt to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
action. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed
to: (a) in member states of the European Economic Area, persons who
are "qualified investors", as defined in Article 2(e) of Regulation
(EU) 2017/1129 (the "EU Prospectus Regulation") ("EU Qualified
Investors"), (b) in the United Kingdom, Qualified Investors who (i)
have professional experience in matters relating to investments and
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or are
high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
Article 49(2) of the Order and (ii) are "qualified investors"
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as
amended, as it forms part of UK law as retained EU law as defined
in, and by virtue of, the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation") ("UK Qualified
Investors"), and (c) otherwise, persons to whom it may otherwise
lawfully be communicated (each such person in (a), (b) and (c), a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
No prospectus or admission document will be made available in
any jurisdiction in connection with the matters contained or
referred to in this Announcement or the Placing and no such
prospectus is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements with respect to the Company's expectations, intentions
and projections regarding its future performance, strategic
initiatives, anticipated events or trends and other matters that
are not historical facts and which are, by their nature, inherently
predictive, speculative and involve risks and uncertainty because
they relate to events and depend on circumstances that may or may
not occur in the future. All statements that address expectations
or projections about the future, including statements about
operating performance, strategic initiatives, objectives, market
position, industry trends, general economic conditions, expected
expenditures, expected cost savings and financial results are
forward -- looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may
be deemed to be, forward -- looking statements. These
forward-looking statements, which may use words such as "aim",
"anticipate", "believe", "could", "intend", "estimate", "expect",
"may", "plan", "project" or words or terms of similar meaning or
the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are
a number of factors including, but not limited to, commercial,
operational, economic and financial factors, that could cause
actual results, financial condition, performance or achievements to
differ materially from those expressed or implied by these forward
-- looking statements. Many of these risks and uncertainties relate
to factors that are beyond the Company's ability to control or
estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of governments or
governmental regulators, or other risk factors, such as changes in
the political, social and regulatory framework in which the Company
operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and
uncertainties, readers are cautioned not to place undue reliance
on forward-looking statements. Forward-looking statements speak
only as of the date of this Announcement. Each of the Company and
Peel Hunt expressly disclaims any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.
Peel Hunt is authorised and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA"). Peel Hunt is acting
exclusively for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Placing or any other matter referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving
advice in relation to the Placing or any other matter referred to
in this Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Peel Hunt (apart from the responsibilities or liabilities
that may be imposed by the Financial Services and Markets Act 2000,
as amended ("FSMA") or the regulatory regime established
thereunder) or by their respective affiliates or any of their
respective Representatives as to, or in relation to, the accuracy,
adequacy, fairness or completeness of this Announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers or any other
statement made or purported to be made by or on behalf of Peel Hunt
or any of their respective affiliates or any of their respective
Representatives in connection with the Company, the Placing Shares
or the Placing and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Peel
Hunt or any of their respective affiliates or any of their
respective Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed. The information in this Announcement is
subject to change.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this Announcement, in whole or in part, is
unauthorised. Failure to comply with this directive may result in a
violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
other information described in this Announcement. This Announcement
does not identify or suggest, or purport to identify or suggest,
the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities
can go down as well as up and investors may not get back the full
amount invested upon the disposal of the shares. Past performance
is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating in
the Placing and making an offer to acquire and acquiring Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Peel Hunt and its affiliates may have engaged in transactions
with, and provided various commercial banking, investment banking,
financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which
they would have received customary fees and commissions. Peel Hunt
and its affiliates may provide such services to the Company and/or
its affiliates in the future.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (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 such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Peel Hunt 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 the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION")) ("EU QUALIFIED
INVESTORS"), (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE
HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR
PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS AMED,
AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY
VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) (THE
"UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND (C)
OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT (EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL,
BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE
PLACING SHARES.
NO OFFER AND SALE OF PLACING SHARES IS OR WILL BE MADE IN
CANADA, EXCEPT TO PERSONS WHO ARE: (A) AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 -
PROSPECTUS EXEMPTIONS ("NI 45-106") OF THE CANADIAN SECURITIES
ADMINISTRATORS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT
(ONTARIO) (THE "OSA"), AS APPLICABLE, AND IS EITHER PURCHASING THE
PLACING SHARES AS PRINCIPAL FOR ITS OWN ACCOUNT, OR IS DEEMED TO BE
PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN ACCOUNT IN
ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT
ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (B) SUCH
PERSON WAS NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE
PLACING SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; (C) A
"PERMITTED CLIENT" WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103
- REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT
OBLIGATIONS ("NI 31-103") OF THE CANADIAN SECURITIES
ADMINISTRATORS; AND (D) ENTITLED UNDER APPLICABLE CANADIAN
SECURITIES LAWS TO PURCHASE THE PLACING SHARES WITHOUT THE BENEFIT
OF A PROSPECTUS UNDER SUCH SECURITIES LAWS.
None of Restore plc (the "Company") or Peel Hunt LLP ("Peel
Hunt") or any of its or their respective affiliates or any of its
or their respective directors, officers, partners, employees,
advisers or agents (collectively, "Representatives") makes any
representation or warranty, express or implied to any Placees (as
defined below) regarding any investment in the securities referred
to in this Announcement under the laws applicable to such
Placees.
Persons who are invited to and who choose to participate in the
placing (the "Placing") of the Placing Shares (as defined below) by
making an oral or written offer to acquire Placing Shares
(including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares is given) ("Placees") will be
deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and conditions,
and to be providing (and shall only be permitted to participate in
the Placing on the basis that they have provided) the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements, contained in this Appendix. In
particular, each such Placee represents, warrants, acknowledges and
agrees to each of the Company and Peel Hunt that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement
(including this Appendix) and that any Placing Shares acquired by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an
offer of securities to the public other than an offer or resale in
a member state of the EEA to EU Qualified Investors, or in the
United Kingdom to UK Qualified Investors or in circumstances in
which the prior consent of Peel Hunt has been given to each such
proposed offer or resale;
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, directly or
indirectly, within the United States except pursuant to an
exemption from 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;
5. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act ("Regulation S");
or (b) a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act (a "QIB") for its own account or for the
account of one or more QIBs, each of which is acquiring beneficial
interests in the Placing Shares for its own account (if 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 person) who has executed and delivered to the Company and
Peel Hunt a US investor letter substantially in the form provided
to it; and
6. if it is resident in Canada, it (i) qualifies as an
"accredited investor" for the purposes of section 1.1 of NI 45-106
and it is either purchasing the Placing Shares as principal for its
own account, or it is deemed to be purchasing the Placing Shares as
principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; (ii) was not created or used solely to
purchase or hold the Placing Shares as an accredited investor under
NI 45-106; (iii) qualifies as a "permitted client" within NI
31-303; (iv) s entitled under applicable Canadian securities laws
to purchase the Placing Shares without the benefit of a prospectus
under such securities laws; and (v) if required by applicable
Canadian securities laws, it will execute, deliver and file or
assist the Company in obtaining and filing such reports,
undertakings and other documents relating to the purchase of the
Placing Shares by it as may be required by any Canadian securities
commission or other regulatory authority;
7. the Company and Peel Hunt will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements. Each Placee hereby agrees with
Peel Hunt and the Company to be bound by these terms and conditions
as being the terms and conditions upon which Placing Shares will be
issued. A Placee shall, without limitation, become so bound if Peel
Hunt confirms to such Placee its allocation of Placing Shares.
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 Placing Shares are being offered and sold outside the United
States in accordance with Regulation S. Any offering to be made in
the United States will be made to a limited number of QIBs pursuant
to an exemption from registration under the Securities Act in a
transaction not involving any public offering.
Bookbuild
Peel Hunt will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. The book will open with
immediate effect. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares. Members of the public are not entitled to
participate.
Peel Hunt and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Details of the Placing Agreement and of the Placing
Peel Hunt is acting as sole global co-ordinator and sole
bookrunner in connection with the Placing. The Company has today
entered into an agreement (the "Placing Agreement") with Peel Hunt
under which, subject to the terms and conditions set out therein,
Peel Hunt has agreed as agent for and on behalf of the Company, to
use its reasonable endeavours to procure Placees for new ordinary
shares of 5 pence each in the capital of the Company (the "Placing
Shares"), at such price and in such number, if any, to be
determined following completion of the Bookbuild and as may be
agreed between the Company and Peel Hunt and, to the extent that
any Placee defaults in paying the Placing Price (as defined below)
in respect of any of the Placing Shares allocated to it, Peel Hunt
has agreed to subscribe for such Placing Shares at the Placing
Price.
In the event that Peel Hunt acquires Placing Shares in the
Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Except as required
by applicable law or regulation, Peel Hunt does not propose to make
any public disclosure in relation to such transactions.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of 5 pence each in the capital of the Company (the "Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares, and will be
issued free of all claims, liens, charges, encumbrances and
equities.
Application for admission to trading
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for admission of the Placing Shares for
admission of the Placing Shares to trading on AIM
("Admission").
It is expected that Admission will become effective at or around
8.00 a.m. on 5 May 2021 (or such later time and/or date as may be
agreed between the Company and Peel Hunt) and that dealings in the
Placing Shares will commence at that time.
Participation in, and principal terms of, the Placing
1. Peel Hunt is acting as sole global co-ordinator and sole
bookrunner and agent of the Company in connection with the
Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Peel Hunt. Peel Hunt and its agents and affiliates are each
entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share
payable to Peel Hunt by all Placees whose bids are successful (the
"Placing Price"). The number of Placing Shares and the Placing
Price will be determined by the Company (in consultation with Peel
Hunt) following completion of the Bookbuild. The Placing Price and
the number of Placing Shares to be issued will be announced on a
FCA-listed regulatory information service (a "Regulatory
Information Service") following the completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Peel Hunt. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at either the Placing Price which is ultimately established by the
Company and Peel Hunt or at prices up to a price limit specified in
its bid. Bids may be scaled down by Peel Hunt on the basis referred
to in paragraph 11 below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the
consent of Peel Hunt, will not be capable of variation or
revocation by Placees after the time at which it is submitted. Each
Placee's obligations will be owed to the Company and Peel Hunt.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to Peel Hunt as agent of the Company, to
pay in cleared funds immediately on the settlement date, in
accordance with the registration and settlement requirements set
out below, an amount equal to the product of the Placing Price and
the number of Placing Shares such Placee has agreed to subscribe
for and the Company has agreed to allot to them.
6. The Bookbuild is expected to close no later than 17.00
(London time) on 30 April 2021, but may be closed earlier or later
at the absolute discretion of Peel Hunt. Peel Hunt may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
7. Each prospective Placee's allocation will be agreed between
Peel Hunt and the Company and will be confirmed orally or in
writing by Peel Hunt (as agent of the Company) following the close
of the Bookbuild. This confirmation to such Placee will constitute
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) in favour of Peel Hunt and the
Company to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its
entirety.
8. All obligations under the Bookbuild and Placing will be
subject to fulfilment or, where applicable, waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
9. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee after
confirmation (oral or otherwise) by Peel Hunt.
10. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such
Placee by Peel Hunt. The terms of this Appendix will be deemed
incorporated by reference therein.
11. Subject to paragraphs 4 and 5 above, Peel Hunt may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale
down any bids for this purpose on such basis as they may determine.
Peel Hunt may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time. The Company reserves the right (upon agreement with Peel
Hunt) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
12. Except as required by law or regulation, no press release or
other announcement will be made by Peel Hunt or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
14. To the fullest extent permissible by law, neither Peel Hunt
or the Company or any of their respective affiliates or any of
their respective Representatives shall have any responsibility or
liability (whether in contract, tort or otherwise) to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of Peel Hunt or the Company or any
of their respective affiliates or any of their respective
Representatives shall have any responsibility or liability (whether
in contract, tort or otherwise and including to the fullest extent
permissible by law, any fiduciary duties) in respect of the conduct
of the Bookbuild or of such alternative method of effecting the
Placing as Peel Hunt and the Company may agree.
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 Peel Hunt under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
1. each of the representations and warranties of the Company
contained in the Placing Agreement being true and accurate and not
misleading on and as of the date of the Placing Agreement and at
all times before Admission;
2. the Company complying with its obligations and undertakings
under the Placing Agreement in all respects which, in the good
faith opinion of Peel Hunt, are material in the context of the
Placing, so far as the same fall to be performed or satisfied on or
prior to Admission;
3. agreement being reached between the Company and Peel Hunt on
the Placing Price and the number of Placing Shares to be issued
pursuant to the Placing.
4. there not having occurred, in the good faith opinion of Peel
Hunt, any Material Adverse Change (as such term is defined in the
Placing Agreement);
5. the Acquisition Agreement (as such term is defined in this
Announcement) having been duly executed by the parties thereto by
or on the date of this agreement, and having become unconditional
in all respects by the time and date stated therein and becoming
and continuing to be enforceable against each of the parties
thereto and having, and continuing to have, full force and effect
and not having lapsed or been varied, modified, supplemented,
rescinded or terminated (in whole or part); no event having
occurred which may constitute a breach of the Acquisition
Agreement; and no party to the Acquisition Agreement having failed
to enforce its rights thereunder in accordance with its terms or
granted any waiver or indulgence in relation to any obligation
thereunder or extension of time for its performance;
6. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the terms of the Placing Agreement;
and
7. Admission taking place by not later than 8.00 a.m. (London
time) on 5 May 2021 (or such later time and/or date as may be
agreed between the Company and Peel Hunt).
Peel Hunt has the discretion to waive compliance with certain of
the conditions and/or agree an extension in time for their
satisfaction. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If (a) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by Peel Hunt) or become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as Peel Hunt
may agree); or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Neither Peel Hunt nor any of their respective affiliates nor any
of their respective Representatives shall have any responsibility
or liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is in the absolute discretion of Peel Hunt.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
Lock-up
The Company has undertaken that it will not, and will procure
that none of its subsidiaries will, at any time between the date of
the Placing Agreement and the date which is 180 days after the date
of the Placing Agreement without the prior written consent of Peel
Hunt enter into certain transactions involving or relating to the
Ordinary Shares, subject to certain customary carve-outs agreed
between Peel Hunt and the Company.
By participating in the Placing, Placees agree that the exercise
by Peel Hunt of any power to consent to waive the undertaking by
the Company of a transaction which would otherwise be subject to
the lock-up under the Placing Agreement shall be within the
absolute discretion of Peel Hunt, and that neither Peel Hunt nor
the Company need to make any reference to, consult with, or seek
consent from, Placees and that Peel Hunt shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent or failure so to exercise.
Right to terminate under the Placing Agreement
At any time before Admission, Peel Hunt is entitled to terminate
the Placing Agreement in the following circumstances, amongst
others: (i) if any of the Company's warranties or representations
are not or cease to be true and accurate or have become misleading;
or (ii) if any of the conditions have not been satisfied (or waived
by Peel Hunt) by the date specified therein; or (iii) in the good
faith opinion of Peel Hunt, there shall have occurred any Material
Adverse Change (as defined in the Placing Agreement); or (iv) the
occurrence of a market disruption event, each, as specified in the
Placing Agreement; or (v) if the application for Admission is
refused by the London Stock Exchange.
Upon notice of termination being given to the Company, the
parties to the Placing Agreement shall be released and discharged
(except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to
the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
or non-exercise by Peel Hunt of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Peel Hunt, and that neither Peel Hunt nor the Company
need to make any reference to, consult with, or seek consent from,
Placees and that neither Peel Hunt nor the Company shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus or admission document
No prospectus admission document has been or will be prepared or
submitted to be approved by the FCA or submitted to the London
Stock Exchange or in any other jurisdiction in relation to the
Placing and no such prospectus or admission document is required
(in accordance with the EU Prospectus Regulation or the UK
Prospectus Regulation) to be published. Placees' commitments will
be made solely on the basis of their own assessment of the Company,
the Placing and the Placing Shares based on information contained
in this Announcement (including this Appendix) and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company simultaneously with or prior to the date of
this Announcement, and subject to the further terms set forth in
the contract note or trade confirmation to be provided to
individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement and all other publicly available information
previously and simultaneously published by or on behalf of the
Company by notification to a Regulatory Information Service is
exclusively the responsibility of the Company and has not be
independently verified or approved by Peel Hunt. Each Placee, by
accepting a participation in the Placing, further confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, Peel Hunt or any other person and none of Peel Hunt or the
Company or any of their respective affiliates or any of their
respective Representatives will be liable for any Placee's decision
to participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude or limit the
liability of any person for fraud or fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B5NR1S72) following Admission will take place within the CREST
system, subject to certain exceptions. In the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, the Company
and Peel Hunt may agree that the Placing Shares should be issued in
certificated form. Peel Hunt and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form or by such other
means as they deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or trade
confirmation stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. It is
expected that such contract note or trade confirmation will be
despatched on or around 30 April 2021 and that this will also be
the trade date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Peel Hunt.
The Company will deliver the Placing Shares to a CREST account
operated by Peel Hunt as agent for the Company and Peel Hunt will
enter its delivery (DEL) instruction into the CREST system. Peel
Hunt will hold any Placing Shares delivered to this account as
nominee for the Placees until settlement. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement will be on 5 May 2021 on a T+2
basis and on a delivery versus payment basis in accordance with the
instructions given to Peel Hunt.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Peel Hunt.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Peel Hunt may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the account and benefit of Peel Hunt, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or other
similar taxes (together with any interest or penalties thereon)
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on Peel Hunt all such
authorities and powers necessary to carry out any such transaction
and agrees to ratify and confirm all actions which Peel Hunt
lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
trade confirmation is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax or other similar taxes (and/or any interest,
fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or
for the avoidance of doubt if any stamp duty or stamp duty reserve
tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), none of Peel Hunt or the
Company shall be responsible for the payment thereof.
Placees (or any nominee or other agent acting on behalf of a
Placee) will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Peel Hunt and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read and understood this Announcement (including this
Appendix) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and it undertakes not to redistribute or duplicate this
Announcement and that it is relying solely on this Announcement and
has not relied on, and will not rely on, any information given or
any representations, warranties or statements made at any time by
any person in connection with Admission, the Bookbuild, the
Placing, the Company, the Placing Shares or otherwise;
2. no admission document or prospectus has been or will be
prepared in connection with the Placing or is required under the EU
Prospectus Regulation or the UK Prospectus Regulation, the FSMA or
any other applicable law and it has not received and will not
receive an admission document, prospectus or other offering
document in connection with Admission, the Bookbuild, the Placing,
the Company or the Placing Shares;
3. the Placing does not constitute a recommendation or financial
product advice and Peel Hunt has not had regard to its particular
objectives, financial situation and needs;
4. if it has received any "inside information" (for the purposes
of the UK Market Abuse Regulation (the UK version of EU Regulation
No. 596/2014 ("EU MAR") as it forms part of UK law as retained EU
law as defined in, and by virtue of, the European Union
(Withdrawal) Act 2018, as amended ("UK MAR")) and section 56 of the
Criminal Justice Act 1993) concerning the Company or its shares or
other securities or related financial instruments in advance of the
Placing, that it has not: (i) dealt in the securities of the
Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to
any person except as permitted under UK MAR;
5. it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
subscription and/or acquisition;
6. none of the Peel Hunt or the Company or any of their
respective affiliates or any of their respective Representatives or
any person acting on behalf of any of them has provided, and none
of them will provide, it with any material or information regarding
the Placing Shares or the Company or any other person other than
this Announcement, nor has it requested Peel Hunt or the Company or
any of their respective affiliates or any of their respective
Representatives or any person acting on behalf of any of them to
provide it with any such material or information;
7. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company simultaneously
with or prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's Ordinary Shares are
admitted to trading on AIM and the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of AIM (the "Exchange Information"),
which includes a description of the nature of the Company's
business, most recent balance sheet and profit and loss account,
and similar statements for preceding years, and it has reviewed
such Exchange Information as it has deemed necessary or that it is
able to obtain or access the Exchange Information without undue
difficulty; and (iii) it has had access to such financial and other
information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
8. (i) none of the Company or Peel Hunt or any of their
respective affiliates or any of their respective Representatives or
any person acting on their behalf has made any warranties or
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
fairness, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly
disclaims any liability in respect thereof; and (ii) it will not
hold Peel Hunt or any of their respective affiliates or any of
their respective Representatives or any person acting on their
behalf responsible for any misstatements in or omissions from any
Publicly Available Information or any Exchange Information. Nothing
in this paragraph or otherwise in this Announcement excludes the
liability of any person for fraudulent misrepresentation made by
that person;
9. the content of this Announcement is exclusively the
responsibility of the Company and that neither Peel Hunt nor any of
its respective affiliates nor any of its respective Representatives
nor any person acting on their behalf has or shall have any
responsibility or liability for any information, representation or
statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the
Company, including, without limitation, any Publicly Available
Information or Exchange Information, and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or any information previously or simultaneously
published by or on behalf of the Company or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement and any Publicly Available Information including
(without limitation) the Exchange Information, such information
being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information given,
investigation made or representations, warranties or statements
made by Peel Hunt or the Company or any of their respective
affiliates or any of their respective Representatives or any person
acting on their behalf and neither Peel Hunt nor the Company nor
any of their respective affiliates nor any of their respective
Representatives nor any person acting on its or their behalf will
be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10. it has not relied on any information relating to the Company
contained in any research reports prepared by Peel Hunt or any of
its affiliates or any of its Representatives or any person acting
on their behalf and understands that (i) none of Peel Hunt or any
of its affiliates or any of its Representatives or any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) none of Peel Hunt or any of
its affiliates or any of its Representatives or any person acting
on their behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and (iii) none of Peel Hunt or any of its affiliates
or any of its Representatives or any person acting on their behalf
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
11. in making any decision to acquire Placing Shares, (i) it has
such knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of taking up the Placing Shares; (ii) it is
experienced in investing in securities of a similar nature to the
Ordinary Shares and in the sector in which the Company operates and
is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a
complete loss in connection with, the Placing; (iii) it has relied
on its own examination, due diligence and analysis of the Company
and its affiliates taken as a whole, including the markets in which
the Company and its affiliates operate, and the terms of the
Placing, including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of Peel
Hunt; (iv) it has had sufficient time and access to information to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its investigation, and (v) it will not look to
the Company, Peel Hunt, any of their respective affiliates, any of
their respective Representatives or any person acting on their
behalf for all or part of any such loss or losses it or they may
suffer;
12. it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or
otherwise;
13. (i) unless otherwise specifically agreed with Peel Hunt, it
and each account it represents is not and, at the time the Placing
Shares are acquired, will not be, a resident of Australia, Canada,
the Republic of South Africa, Japan or any other jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares; (ii) it and each account it represents is either
(1)(a) outside the United States and will be outside the United
States at the time the Placing Shares are acquired by it and (b)
acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S; or (2) a QIB
which is acquiring the Placing Shares for its own account or for
the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account, who
has executed and delivered to the Company and Peel Hunt a US
investor letter substantially in the form provided to it; and (iii)
it is not acquiring any of the Placing Shares as a result of any
form of "directed selling efforts" within the meaning of 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;
14. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares in or into the United States, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful; and (ii) it understands, and each
account it represents has been advised, that the Placing Shares
have not been and will not be registered or qualified for
distribution by way of a prospectus under the securities
legislation of the United States, Australia, Canada, the Republic
of South Africa, Japan and, subject to certain exceptions, may not
be offered, sold, acquired, renounced, distributed or delivered or
transferred, directly or indirectly, within or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
15. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), directly or
indirectly, whether in whole or in part, in or into the United
States, Australia, Canada, the Republic of South Africa or
Japan;
16. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
17. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act 1986
(depositary receipts and clearance services), it is not
participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing
Shares would give rise to such a liability and the Placing Shares
are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance service;
18. it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, UK MAR and/or EU
MAR and any delegating acts, implementing acts, technical standards
and guidelines thereunder, and in connection with money laundering
and terrorist financing, under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, Peel Hunt has not received
such satisfactory evidence, Peel Hunt may, in its absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to Peel Hunt will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
19. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (a) any Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of Peel
Hunt has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in the United
Kingdom other than UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
20. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) the Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any member state of the EEA or to which
the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent
of Peel Hunt has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
21. it has not offered or sold and, prior to the expiry of a
period of six months from Admission, 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
the FSMA;
22. it understands that any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons, and
further understands that this Announcement must not be acted on or
relied on by persons who are not Relevant Persons;
23. if it is in a member state of the EEA, it is a EU Qualified
Investor and, to the extent applicable, any funds on behalf of
which it is acquiring the Placing Shares that are located in a
member state of the EEA are each themselves such a EU Qualified
Investor;
24. if it is in the United Kingdom, it and any person acting on
its behalf is (a) a UK Qualified Investor and (b) falls within
Article 19(5) and/or Article 49(2)(a) to (d) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
25. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the
United Kingdom except in circumstances falling within Article 1(4)
of the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of the EU Prospectus Regulation;
26. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA")) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require the approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Peel Hunt in
its capacity as an authorised person under section 21 of FSMA and
it may not therefore be subject to the controls which would apply
if it was made or approved as a financial promotion by an
authorised person;
27. it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom)
with respect to anything done by it in relation to the Placing
Shares;
28. no action has been or will be taken by either the Company or
Peel Hunt or any person acting on behalf of the Company or Peel
Hunt that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
29. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on
behalf of each such person; and (ii) it is and will remain liable
to the Company and/or Peel Hunt for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
30. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; (iii) it has fully observed such laws and obtained
all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities and that it
has not taken any action or omitted to take any action which will
or may result in Peel Hunt, the Company or any of their respective
affiliates or any of their respective Representatives acting in
breach of the legal or regulatory requirements of any jurisdiction
in connection with the Placing; and (iv) the acquisition of the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;
31. it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
32. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire
and acknowledges, agrees and undertakes that it (and any person
acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with the terms and conditions of this
Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placing Shares may be placed
with other persons or sold as Peel Hunt may in its absolute
discretion determine and without liability to such Placee, and it
will remain liable for any amount by which the net proceeds of such
sale falls short of the product of the Placing Price and the number
of Placing Shares allocated to it and may be required to bear any
stamp duty or stamp duty reserve tax or other similar taxes
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
33. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that Peel Hunt or the Company may call
upon it to acquire a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
34. neither Peel Hunt nor any of its affiliates nor any of its
Representatives nor any person acting on behalf of any of them, are
making any recommendations to it or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and participation in the Placing is on
the basis that it is not and will not be a client of Peel Hunt and
Peel Hunt has no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for giving advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of their rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
35. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. Neither Peel Hunt nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to indemnify on an after-tax basis and hold harmless the Company,
Peel Hunt and their respective affiliates and each of their
respective Representatives in respect of the same on an after-tax
basis on the basis that the Placing Shares will be allotted to the
CREST stock account of Peel Hunt who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
36. it will indemnify, on an after-tax basis, and hold harmless
the Company, Peel Hunt and their respective affiliates and their
respective Representatives from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising, directly or indirectly, out of or in connection with any
breach by it of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
37. it acknowledges that it irrevocably appoints any director or
authorised signatories of Peel Hunt 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;
38. in connection with the Placing, Peel Hunt and any of its
affiliates acting as an investor for their own account may acquire
Placing Shares and in that capacity may acquire, retain, purchase
or sell for their own account such Ordinary Shares in the Company
and any other securities of the Company or related investments and
may offer or sell such securities or other investments otherwise
than in connection with the Placing. Accordingly, references in
this Announcement to shares being issued, offered or placed should
be read as including any issue, offering or placement of such
shares in the Company to Peel Hunt or its affiliates in such
capacity. In addition, Peel Hunt may enter into financing
arrangements and swaps with investors in connection with which Peel
Hunt may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares. Neither
Peel Hunt nor its affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so;
39. that Peel Hunt and its affiliates may have engaged in
transactions with, and provided various commercial banking,
investment banking, financial advisory transactions and services in
the ordinary course of their business with the Company and/or its
affiliates for which they would have received customary fees and
commissions. Each of Peel Hunt and its affiliates may provide such
services to the Company and/or its affiliates in the future;
40. a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by Peel
Hunt. Peel Hunt reserves the right to take up a portion of the
securities in the Placing as a principal position at any stage at
its sole discretion, inter alia, to take account of the Company's
objectives, MiFID II requirements and/or their allocation
policies;
41. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding
any amendment that may in the future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or Peel Hunt's conduct of the Placing;
42. neither the Company nor Peel Hunt owes any fiduciary or
other duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or
indemnities in the Placing Agreement;
43. it may not rely on any investigation that Peel Hunt or any
person acting on its behalf may or may not have conducted with
respect to the Company and its affiliates, the Placing Shares or
the Placing and Peel Hunt has not made any representation or
warranty to it, express or implied, with respect to the suitability
or merits of any transactions it may enter into in connection with
the Placing, or as to the condition, financial or otherwise, of the
Company and its affiliates, or as to any other matter relating
thereto, and no information has been prepared by, or is the
responsibility of, Peel Hunt for the purposes of the Placing;
44. where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
45. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such agreements and such non-contractual
obligations, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or Peel Hunt in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange; and
46. the Company, Peel Hunt and their respective affiliates and
their respective Representatives and others will rely upon the
truth and accuracy of the acknowledgements, representations,
warranties, indemnities, undertakings and agreements set forth
herein and which are given to Peel Hunt on its own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises the Company and Peel Hunt to produce this Announcement,
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein. It
agrees that if any of the acknowledgements, representations,
warranties, undertakings and agreements made in connection with its
subscribing and/or acquiring of Placing Shares is no longer true or
accurate, it shall promptly notify the Company and Peel Hunt.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company and Peel Hunt and are irrevocable. Each
Placee not acquiring the Placing Shares in an "offshore
transaction" pursuant to Regulation S (each a "US Placee") shall
make specific representations, warranties, agreements and
acknowledgements pursuant to a US investor representation
letter.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty and representation from each Placee, that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company nor
Peel Hunt will be responsible and each Placee shall indemnify on an
after-tax basis and hold harmless the Company, Peel Hunt and their
respective affiliates and their respective Representatives for any
stamp duty or stamp duty reserve tax or other similar tax paid or
otherwise payable by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own
advice and notify Peel Hunt accordingly.
Neither the Company nor Peel Hunt is liable to bear 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 in or
outside the United Kingdom by any Placee or any other person on a
Placee's acquisition of any Placing Shares or the agreement by a
Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, Peel
Hunt and their respective affiliates and their respective
Representatives from any and all interest, fines or penalties in
relation to any such duties or taxes.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Peel Hunt accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that Peel Hunt and/or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that Peel Hunt is receiving a fee in
connection with its role in respect of the Placing as detailed in
the Placing Agreement. When a Placee or person acting on behalf of
the Placee is dealing with Peel Hunt any money held in an account
with Peel Hunt on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Peel Hunt's money in
accordance with the client money rules and will be used by Peel
Hunt in the course of its own business; and the Placee will rank
only as a general creditor of Peel Hunt.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Peel Hunt and the Company under these
terms and conditions in this Announcement 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.
All times and dates in this Announcement may be subject to
amendment by Peel Hunt (in its absolute discretion). Peel Hunt
shall notify the Placees and any persons acting on behalf of the
Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, Peel Hunt or their respective
affiliates or their respective Representatives pursuant to this
Announcement where the payment (or any part thereof) is chargeable
to any tax, a basis such that the amount so payable shall be
increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability
of any relief unrelated to the loss, damage, cost, charge, expense
or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal
to the amount that would otherwise have been so payable.
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END
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April 30, 2021 02:00 ET (06:00 GMT)
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