TIDMTIDE
RNS Number : 3336U
Crimson Tide PLC
01 April 2021
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
1 April 2021
Crimson Tide plc
("Crimson Tide" or the "Company")
Placing to raise up to GBP6.0 million
Crimson Tide ( AIM: TIDE), the provider of the mpro5 mobile
platform, announces a proposed Placing to raise up to GBP6.0
million at a price per share of 3.0 pence ("Issue Price") and the
proposed sale of up to 50,200,000 Sale Shares are the Issue Price
on behalf of the Selling Shareholders (together with the Placing,
the "Placing and Sale").
The Directors intend to use the net proceeds of the Placing to
further develop the Company's core mpro5 platform and to develop an
application based version of mpro5 aimed at micro sized businesses.
Proceeds will also be invested in the Company's marketing
capability, including in particular the go to market partner
channel and expanding the Company's presence in the Healthcare
sector.
The Placing and Sale is conditional, amongst other matters, on
the passing of the Resolutions at the General Meeting, Admission
becoming effective by no later than 8.00 a.m. on 23 April 2021 (or
such later time and/or date, being no later than 8.00 a.m. on 21
May 2021, as finnCap may agree) and the Placing Agreement between
the Company and finnCap becoming unconditional and not being
terminated prior to Admission (in accordance with its terms).
finnCap Ltd ("finnCap") is acting as bookrunner and nominated
adviser in connection with the Placing and Sale. The Placing Shares
and Sale Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will be launched immediately
following this Announcement (as defined below), in accordance with
the terms and conditions set out in Appendix II to this
Announcement.
The final number of Placing Shares and Sale Shares will be
agreed by finnCap and the Company at the close of the Bookbuild and
the result will be announced as soon as practicable thereafter. It
is envisaged that the Bookbuild will be closed no later than 4.30
p.m. on 1 April 2021. The Placing will not be underwritten.
The Issue Price represents a discount of 11.7 per cent. to the
Closing Price of 3.35 pence per Existing Ordinary Share on 31 March
2021, being the last Business Day prior to the announcement of the
Placing.
The Placing Shares and Sale Shares are not being made available
to the public and are only available to Relevant Persons.
Set out below in Appendix I is an extract from the draft
circular that is proposed to be sent to Shareholders after the
closing of the Bookbuild ("Circular"). The Circular, including the
Notice of General Meeting, will be sent to Shareholders and
published on the Company's website on 6 April 2021.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing in Appendix II to this Announcement. Further information
relating to the Placing is described in Appendix I to this
Announcement.
By choosing to participate in the Placing and Sale and by making
an oral and legally binding offer to acquire Placing Shares and/or
Sale Shares, investors will be deemed to have read and understood
this Announcement in its entirety (including the Appendices), and
to be making such offer on the terms and subject to the conditions
of the Placing contained herein, and to be providing the
representations, warranties and acknowledgements contained in
Appendix II.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in the definitions
section included in Appendix III.
The ticker for the Company's ordinary shares is TIDE. The
Company's LEI is 213800WAVVOPS85N2205.
For further information:
Crimson Tide plc
Barrie Whipp / Luke Jeffrey +441892 542 444
finnCap (Nominated Adviser and Broker)
Corporate Finance: Julian Blunt / James Thompson +44 20 7220
0500
Corporate Broking: Andrew Burdis +44 20 7220 0500
Alma PR (Financial PR)
Josh Royston +44 7780 901979
For further information on Crimson Tide plc, see the website at:
www.crimsontide.co.uk/
IMPORTANT NOTICES AND DISCLAIMER
This announcement including its appendices (together, the
"Announcement") and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, New Zealand, Japan or the Republic of
South Africa or any other jurisdiction in which publication,
release or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States, Australia, Canada, New Zealand, Japan or the Republic of
South Africa or any other state or jurisdiction where to do so
would be unlawful. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. This Announcement has not been approved by the
London Stock Exchange or by any other securities exchange.
The new Ordinary Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act, except
pursuant to an exemption from the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
new Ordinary Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of new Ordinary
Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia,
Canada, New Zealand, Japan or the Republic of South Africa or to,
or for the account or benefit of, any national, resident or citizen
of the United States, Australia, Canada, New Zealand, Japan or the
Republic of South Africa.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, 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 public offering of the new Ordinary Shares is being made in
the United States, United Kingdom or elsewhere. All offers of the
new Ordinary Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129 and any relevant implementing
measure in any member state (the "EU Prospectus Regulation"), or
the Prospectus Regulation (Regulation (EU) 2017/1129) which forms
part of domestic law pursuant to the European Union (Withdrawal)
Act 2018 (the "UK Prospectus Regulation"), as amended from time to
time, from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000, as amended ("FSMA") does not
apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area and the United Kingdom, who are qualified investors
(within the meaning of article 2(e) of the EU Prospectus Regulation
("Qualified Investors"); and (b) in the United Kingdom, Qualified
Investors who are persons are qualified investors (within the
meaning of article 2(e) of the "UK Prospectus Regulation") and who
(i) have professional experience in matters relating to investments
falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or
(iii) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"relevant persons"). This Announcement and the terms and conditions
set out herein must not be acted on or relied on by persons who are
not relevant persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to
relevant persons and will be engaged in only with relevant
persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This Announcement contains inside information for the purposes
of Regulation 11 of the Market Abuse (Amendment) (EU exit)
Regulations 2019/310) ("EU Exit Regulations"), encompassing
information relating to the fundraise described above, and is
disclosed in accordance with the company's obligations under EU
Exit Regulations. In addition, market soundings (as defined in EU
Exit Regulations) were taken in respect of the placing with the
result that certain persons became aware of inside information (as
defined in EU Exit Regulations), as permitted by EU Exit
Regulations. This inside information is set out in this
announcement. Therefore, upon publication of this announcement,
those persons that received such inside information in a market
sounding are no longer in possession of such inside information
relating to the company and its securities.
finnCap Ltd, which is authorised and regulated by the FCA for
the conduct of regulated activities in the United Kingdom, is
acting as nominated adviser and bookrunner to the Company and no
one else in connection with the Placing and is not acting for and
will not be responsible to any person other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing. finnCap's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person in
respect of his decision to acquire shares in the Company in
reliance on any part of this Announcement.
Except as required under applicable law, neither finnCap nor any
of its directors, officers, partners, employees, advisers,
affiliates or agents assume or accept any responsibility whatsoever
for the contents of the information contained in this Announcement
or for any other statement made or purported to be made by or on
behalf of finnCap or any of its affiliates in connection with the
Company, the new Ordinary Shares or the Placing. finnCap and each
of its directors, officers, partners, employees, advisers,
affiliates and agents accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by
finnCap or any of its directors, officers, partners, employees,
advisers, affiliates or agents as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
The distribution of this Announcement and/or the Placing in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, finnCap or any of their respective affiliates
that would, or which is intended to, permit an offering of the new
Ordinary Shares in any jurisdiction or result in the possession or
distribution of this Announcement or any other offering or
publicity material relating to new Ordinary Shares in any
jurisdiction where action for that purpose is required.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. As a result of these risks, uncertainties and assumptions, the
recipient should not place undue reliance on these forward-looking
statements as a prediction of actual results or otherwise.
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. Any investment
decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of publicly available information, which
has not been independently verified by finnCap.
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 information 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 option with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II ("MiFID II Delegation Directive"); and (c) local
implementing measures (including insofar as MiFID II and the MiFID
II Delegated Directive constitute retained EU law (as defined in
section 6(7) of the European Union (Withdrawal) Act 2018) in the
United Kingdom) ("Retained MiFID Provisions") (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the new Ordinary Shares have been subject to a product approval
process, which has determined that such securities 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 the
Retained MiFID Provisions; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II or
the Retained MiFID Provisions (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the new Ordinary Shares may decline and
investors could lose all or part of their investment; the new
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the new Ordinary 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, finnCap 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 the Retained MiFID Provisions; 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 new Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the new Ordinary Shares and
determining appropriate distribution channels.
The following text and the definitions set out at Appendix III
have been extracted from the Circular:
Appendix I - EXTRACTS FROM THE CIRCULAR
1. INTRODUCTION
On 1 April 2021, the Company announced that it had successfully
raised gross proceeds of GBP6.0 million (GBP5.6 million net of
expenses) through a Placing of 200,000,000 Placing Shares with
certain existing and new institutional investors at an issue price
of 3.0 pence per Ordinary Share. The Issue Price represents a 11.7
per cent. discount to the Closing Price of 3.35 pence per Ordinary
Share on 31 March 2021, being the last Business Day prior to the
announcement of the Placing.
The Directors intend to use the net proceeds of the Placing to
further develop the Company's core mpro5 platform and to develop an
application ("App") based version of mpro5 aimed at micro sized
businesses. Proceeds will also be invested in the Company's
marketing capability, including in particular the go to market
partner channel and expanding the Company's presence in the
Healthcare sector.
In addition, a further 50,200,000 Sale Shares were sold on
behalf of the Selling Shareholders.
The Placing and Share Sale are conditional, amongst other
matters, on the passing of the Resolutions at the General Meeting,
Admission becoming effective by no later than 8.00 a.m. on 23 April
2021 (or such later time and/or date, being no later than 8.00 a.m.
on 21 May 2021, as finnCap may agree) and the Placing Agreement
between the Company and finnCap becoming unconditional and not
being terminated prior to Admission (in accordance with its
terms).
The purpose of this document is to set out the reasons for, and
provide further information on, the Placing, to explain why the
Board considers the Placing to be in the best interests of the
Company and its Shareholders as a whole and why the Directors
(other than Mr Goodwin and I who, as Selling Shareholders, have
recused ourselves) recommend that you vote in favour of the
Resolutions, as the Board intends to do in respect of their own
legal and/or beneficial holdings (or those of their connected
parties) of Ordinary Shares, in aggregate representing
approximately 31.2 per cent. of the Company's issued share capital
on 1 April 2021 (being the last Business Day prior to publication
of this document).
At the end of this document you will find a notice convening the
General Meeting at which the Resolutions will be proposed. The
General Meeting has been convened for 11.00 a.m. on 22 April 2021
and will take place at the offices of the Company at Oakhurst
House, 77 Mt. Ephraim, Tunbridge Wells TN4 8BS.
Please note, in light of the COVID-19 pandemic the Company
strongly discourages Shareholders from attending the General
Meeting in person as to do so would be inconsistent with current
government guidelines relating to COVID-19 (as published as at the
date of this document), in particular the advice for people to
avoid public gatherings. Accordingly, Shareholders are urged to
exercise their votes by submitting their proxy and appoint the
Chair of the General Meeting as their proxy. Further information on
the arrangements for the General Meeting are set out on page 13 of
this document .
2. BACKGROUND TO, AND REASONS FOR, THE PLACING AND USE OF PROCEEDS
Since the launch of its mobile business solutions in 2004,
culminating in mpro5, a leading mobile app service for business,
the Group's principal product focus has been to develop core
functionality, including cloud-based job scheduling, alerts,
analytics, interoperability in real time with IoT sensor data and
expansion of API into other enterprise software. Funded almost
exclusively through retained earnings the Group has grown its
user-base to approximately 100,000 across SME, mid-market and
enterprise level customers contracting on, typically, a 3 to 5 year
basis with contract retention rates today in excess of 90 per cent.
The mpro5 platform, though sector agnostic, has had demonstrable
success in the facilities management, rail, retail and healthcare
sectors. The Group has clients in the UK, Ireland, Denmark and the
UAE.
Following a successful financial year to 31 December 2020 which
saw further strengthening of Crimson Tide's client base, its
breadth of offering and quality of contracts the Directors now
believe that the Group is ready to accelerate its growth,
necessitating investment in a number of key areas:
Go-to-market strategy
Prior to 2018 the Group's go-to-market strategy comprised its
own direct sales and marketing effort. This approach has been
effective and more recently the growing credibility of the Group's
client base has helped to speed up the mpro5 sales cycle. However,
the direct approach has been constrained by headcount and lack of
internal marketing leadership. In view of that, the Group launched
a channel partner approach in 2018 with a view to maximising
product reach and reducing sales cycle times. The partner model has
been highly successful with the share of overall revenue via
partners rising to approximately 56 per cent. in the year to 31
December 2020. Recruitment of partners has been entirely on a word
of mouth basis. The Board now wishes to invest further in the
Group's partner strategy with a view to taking the overall partner
revenue share to approximately 90 per cent. in the medium term.
Accordingly approximately GBP2.0 million of the Placing proceeds
will be deployed in support of both the partner channel and the
Group's own in-house marketing capability. Areas of focus will
include an internal director of marketing, a US based partner
director, and a dedicated partner team. Further investment is
planned in the growing, and identified, opportunities in the
healthcare sector, following earlier pilot successes and contracts
with organisations such as the NHS, the World Health Organisation
and the World Federation of Haemophilia.
Platform investment
Approximately GBP4.0 million of the Placing proceeds would be
focussed on two important opportunities which now present
themselves:
-- In response to clear market pull the Directors believe that
further investment in the core mpro5 platform is now necessary.
With over 100 client requested features in backlog, investment in
more internal technical capability would help accelerate the
appropriate response, building further rich functionality
(including IoT and machine learning capability) and value into the
platform, particularly in relation to the Group's emerging
healthcare opportunity. The Directors believe that making mpro5
ever more relevant to clients, its subscription contracts will
continue to renew and expand
-- To capitalise on over 15 years of enterprise mpro5 experience
the Board has further identified the opportunity to develop a
version targeted specifically at micro sized businesses. These
businesses were prevalent in Crimson Tide's client list in its
early days and the Company therefore is cognisant of what these
clients seek from a mobile application. This market segment is
comprised of organisations that are too small for full mpro5
deployment. Nonetheless this sector represents a large and valuable
market for a suitably specified version from which further high
margin recurring revenues could be derived. The micro segment could
also provide a rich seam of clients to whom, in time as they
develop, mpro5 might be upsold. The version is also deliverable
globally.
In summary, Crimson Tide has the opportunity to take advantage
of identified opportunities by improving and widening the reach of
mpro5. Its marketing strategy has been identified and recruitment
made, funded by its existing cash resources. The "lite" version of
mpro5 addresses the requirements of a known market. The Company has
a measured strategy based upon experience and the management team
to execute it.
3. CURRENT TRADING AND OUTLOOK
The Company today released its preliminary results for the year
to 31 December 2020, in which the Board was pleased to report that
revenue increased by 21% to GBP3.5 million, EBITDA increased by 22%
to GBP0.9 million and that the Company has continued to trade in
line with the Board's expectations, having continued to sign
encouraging deals. The Directors believe that with a growing
partner channel, a new version of the mpro5 healthcare application
and growing interest in its IoT (Internet of Things) module the
Company is well set to take advantages of the growing opportunities
available to it.
The Company is focused on growing its long term contracted
subscriber revenue base and has clear opportunities with, in
particular,:
-- the expansion of mpro5's footprint across its existing
clients, where mpro5 continues to prove a scalable solution for an
increasingly compliance-led world
-- refinement of its healthcare offering, where mpro5 is helping
with a range of solutions across patient care, cleanliness and drug
administration and confirmation
-- a growing partner channel, both within the UK & Ireland and internationally
The Directors believe that the Company's ambitions are only
constrained by its currently limited bandwidth in terms of staffing
and its limited reach to date in marketing mpro5. They believe that
increasing the capital base will allow the Company to expand into
sectors that are clearly available and deliver both innovation and
ambition, whilst maintaining the Company's values and guarding
shareholder value.
4. INFORMATION ON THE PLACING AND SHARE SALE
(a) Placing of Placing Shares
The Company has conditionally raised GBP6.0 million
(approximately GBP5.6 net of expenses) by way of a placing of
200,000,000 new Ordinary Shares at the Issue Price with certain new
and existing institutional and other investors. The Placing Shares
will represent approximately 30.4 per cent. of the Enlarged Share
Capital. The Placing Price represents a discount of 11.7 per cent.
to the Closing Price of 3.35 pence per Existing Ordinary Share on
31 March 2021, being the last Business Day prior to the
announcement of the Placing.
For the purposes of section 571(6)(c) of the Act, the Directors
confirm that the Issue Price was determined following discussion
with finnCap and review of a number of relevant considerations.
(b) Director participation in the Placing and related party transactions
The following Directors have subscribed for an aggregate of
999,999 new Ordinary Shares pursuant to the Placing as set out
below. Each of Mr. Jeffrey, Mr. Hurter and Mr. Hawkins' (together
the "Participating Directors") participation in Placing constitutes
a related party transaction pursuant to the AIM Rules for
Companies. The independent directors (being Graham Ashley and
Jacqueline Daniell) consider each of the Participating Directors'
participation in the Placing to be fair and reasonable insofar as
the Company's shareholders are concerned.
Director/PDMR Current shareholding Number of Placing Ordinary Shares held % of Enlarged
Shares subscribed post Admission Share Capital
Luke Jeffrey 1,997,052 333,333 2,330,385 0.4
Pieter Hurter - 333,333 333,333 0.1
Toby Hawkins - 333,333 333,333 0.1
(c) Sale of Sale Shares
finnCap has conditionally sold 50,200,000 existing Ordinary
Shares at the Issue Price on behalf of the Selling Shareholders as
detailed below. The Sale Shares will represent approximately 7.6
per cent. of the Enlarged Share Capital.
Selling Shareholder Number of Ordinary Shares % of Enlarged
Sale Shares held post Admission Share Capital
sold
Barrie Whipp (Director) 15,009,019 67,810,213 10.3%
Stephen Goodwin (Director) 4,739,975 35,021,509 5.3%
Helium Special Situations
Fund Limited 30,450,106 0 0
(d) The Placing Agreement
In connection with the Placing, the Company has entered into the
Placing Agreement with finnCap, pursuant to which finnCap has
agreed to use reasonable endeavours, as agent on behalf of the
Company, to procure placees for the Placing Shares at the Placing
Price.
The Placing is conditional, amongst other matters, on:
- the passing of the Resolutions at the General Meeting;
- the conditions in the Placing Agreement being satisfied or (if
applicable) waived and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission; and
- Admission becoming effective by no later than 8.00 a.m. on 23
April 2021 (or such later time and/or date, being no later than
8.00 a.m. on 21 May 2021, as the Company and finnCap may
agree).
Accordingly, if any of such conditions are not satisfied, or, if
applicable, waived, the Placing will not proceed.
The Placing Agreement contains provisions entitling finnCap to
terminate the Placing Agreement at any time prior to Admission in
certain circumstances that are customary for an agreement of this
nature including circumstances where any of the warranties are
found to be untrue or inaccurate or were misleading and which in
any such case, in the reasonable opinion of finnCap, is material,
or the occurrence of certain force majeure events. If this right is
exercised, the Placing will not proceed. The Placing has not been
underwritten by finnCap or any other party. The Placing Agreement
contains customary warranties given by the Company to finnCap and a
customary indemnity given by the Company to finnCap in respect of
liabilities arising out of or in connection with the Placing.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission, which is conditional upon, amongst other matters,
the Resolutions being passed at the General Meeting, will become
effective, and that dealings on AIM will commence, at 8.00 a.m. on
23 April 2021 on which date it is also expected that the Placing
Shares will be enabled for settlement in CREST.
The Placing Shares will, when issued, rank pari passu in all
respects with the Existing Ordinary Shares including the right to
receive dividends and other distributions declared following
Admission.
(e) Block Trade Agreement
In connection with the Share Sale, the Selling Shareholders have
each entered into a Block Trade Agreement with finnCap, pursuant to
which finnCap has agreed to use reasonable endeavours to sell the
Sale Shares at the Issue Price.
The Share Sale is conditional, amongst other matters, on:
- the passing of the Resolutions at the General Meeting;
- the conditions in the Placing Agreement being satisfied or (if
applicable) waived and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission; and
- Admission becoming effective by no later than 8.00 a.m. on 23
April 2021 (or such later time and/or date, being no later than
8.00 a.m. on 21 May 2021, as the Company and finnCap may
agree).
Accordingly, if any of such conditions are not satisfied, or, if
applicable, waived, the Share Sale will not proceed. Each Selling
Shareholder has given customary warranties to finnCap in respect of
the Share Sale.
Barrie Whipp and Stephen Goodwin have committed to holding any
remaining Ordinary Shares held by them after the Share Sale until
one year following Admission save with the express written consent
of finnCap ("Lock-In"). For the avoidance of doubt, circumstances
in which finnCap might waive the Lock-In include, but are not
limited to where, in finnCap's reasonable opinion, the waiver is
appropriate to satisfy market demand for shares in Crimson
Tide.
5. EIS AND VCT SCHEMES
The Company has been advised that the Company qualifies for EIS
reliefs and, as such, an investment in the Company is also likely
to be a qualifying holding for VCT. Neither the Company nor the
Directors give any warranties or undertakings that EIS reliefs or
VCT reliefs will be granted in respect of the Placing Shares.
Investors must seek independent advice on which they are able to
rely.
Neither the Company nor the Directors give any warranties or
undertakings that EIS reliefs or VCT reliefs, if granted, will not
be withdrawn. Investors must take their own advice and rely on it.
If the Company carries on activities beyond those disclosed to HMRC
as part of its EIS advance assurance application, then Shareholders
may cease to qualify for the tax benefits.
6. ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders will find enclosed with this document a Form of
Proxy for use at the General Meeting. You are strongly encouraged
to complete, sign and return your Form of Proxy in accordance with
the instructions printed on it as soon as possible, but in any
event so as to be received, by post at Neville Registrars at
Neville House, Steelpark Road, Halesowen, B62 8HD by no later than
11.00 a.m. on 20 April 2021 (or, in the case of an adjournment, not
less than 48 hours before the time fixed for the holding of the
adjourned meeting (at the discretion of the directors, excluding
any part of a day that is not a Business Day)).
The Directors also request that Shareholders vote in advance of
the General Meeting either electronically, via CREST or by
completing and returning the enclosed Form of Proxy as soon as
possible and in any event not later than 11.00 a.m. on 20 April
2021. The Resolutions set out in the Notice of General Meeting will
be voted on by way of a poll. All valid proxy votes (whether
submitted electronically or in hard copy form) will be included in
the poll to be taken at the meeting.
In light of the Coronavirus pandemic, Shareholders are urged to
appoint the chairman of the meeting as their proxy as, given
current Government advice on social gatherings in particular,
attendance in person is not advised and members and their proxies
will be refused entry to the General Meeting. The Directors propose
that the General Meeting will be attended by two Directors (each of
whom holds shares) in person only (adhering to social distancing
measures). Shareholders who travel to the meeting will not be
admitted and are therefore advised not to travel to the General
Meeting. The Company is actively following developments and will
issue further information through an RIS and/or on its website at
www.CrimsonTide.co.uk if it becomes necessary or appropriate to
make any alternative arrangements for the General Meeting.
If you hold your Ordinary Shares in uncertificated form (that
is, in CREST) you may vote using the CREST Proxy Voting service in
accordance with the procedures set out in the CREST Manual (please
also refer to the accompanying notes to the Notice of the General
Meeting). Proxies submitted via CREST must be received by the
Company's agent ID (7RA11) by no later than 11.00 a.m. on 20 April
2021 (or, in the case of an adjournment, not less than 48 hours
before the time fixed for the holding of the adjourned meeting (at
the discretion of the directors, excluding any part of a day that
is not a Business Day)).
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting.
In the light of the Government advice about social distancing,
shareholder attendance at the meeting is not advised and members
should submit a proxy vote if they wish their voting intentions to
be recognised.
7. DIRECTORS' RECOMMATION AND VOTING INTENTIONS
The Directors believe that the Resolutions are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors (other than Mr Goodwin and I who, as
Selling Shareholders, have recused ourselves) recommend that
Shareholders vote in favour of the Resolutions, as the Board
intends to do in respect of their own beneficial holdings and the
beneficial holdings of their connected persons amounting, in
aggregate, to 142,903,386 Ordinary Shares and representing
approximately 31.2 per cent of the Company's current issued share
capital.
Appendix II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN
APPROVED BY ANY REGULATORY BODY.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR
MAY BE RESTRICTED (SAVE FOR THE UNITED KINGDOM) OR UNLAWFUL. THE
RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM
THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA,
NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE
AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE
MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND
WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY
OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION
TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR
WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES.
ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER
THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED
STATES OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO
HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A
COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE
TAKING ANY ACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY OR FINNCAP OR ANY OF THEIR RESPECTIVE AFFILIATES,
AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD
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, OTHER THAN THE UNITED KINGDOM.
PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE
REQUIRED BY THE COMPANY AND FINNCAP TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED
IN THE RELEVANT MEMBER STATE ("EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION") WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS)
OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY . EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE
REGISTERED UNDER THE SECURITIES ACT, UNDER THE SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. THE PLACING SHARES MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS SUCH
TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THERE
WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF
SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES.
THE PLACING SHARES CANNOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO US PERSONS.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES, THE COMPANY ASSUMES NO OBLIGATION TO PUBLICLY
RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS
IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE
DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER
THE DATE OF THIS ANNOUNCEMENT. NO STATEMENT IN THIS ANNOUNCEMENT IS
INTED TO COMPRISE A PROFIT FORECAST OR ESTIMATE, AND NO STATEMENT
IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS
PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS
WOULD MATCH OR EXCEED HISTORICAL PUBLISHED EARNINGS PER SHARE OF
THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE 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 FINNCAP OR ANY OF ITS RESPECTIVE ADVISERS,
AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES,
OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY
OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE,
ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
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 (including insofar as
MiFID II and the MiFID II Delegated Directive constitute retained
EU law (as defined in section 6(7) of the European Union
(Withdrawal) Act 2018) in the United Kingdom ("Retained MiFID
Provisions)) (together the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that 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 the Retained MiFID Provisions; and (ii) eligible
for distribution through all distribution channels as are permitted
by MiFID II and the Retained MiFID Provisions (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) and investors 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 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, finnCap 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 of appropriateness for the purposes of MiFID II or
the Retained MiFID Provisions; 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.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
the Placing, each Placee will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares.
Details of the Placing Agreement and the Placing Shares
finnCap as bookrunner (the "Bookrunner") has entered into the
Placing Agreement with the Company pursuant to which, on the terms
and subject to the conditions set out in such Placing Agreement,
finnCap as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Issue Price. The Placing is not being underwritten by
finnCap.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares in the capital of the Company, 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.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of finnCap .
finnCap has absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings,
warranties and indemnities.
finnCap has the right to terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Application for Admission
Application will be made to the London Stock Exchange for
Admission .
It is expected that Admission will take pl ace at 8.00 a.m. on
23 April 2021 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
finnCap is acting as nominated adviser, Bookrunner broker to the
Placing, as agent for and on behalf of the Company. finnCap is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of finnCap or for providing
advice in relation to the matters described in this
Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by finnCap to participate.
finnCap and any of its affiliates are entitled to participate in
the Placing as principal.
finnCap is proceeding with the Bookbuild for the purpose of
assessing demand from institutional and other investors for
subscribing for Placing Shares at the Issue Price and the Company
then issuing the new Ordinary Shares under the Placing to raise up
to approximately GBP6.0 million for the Company before expenses.
The exact number of Placing Shares to be allocated and issued to
each Placee shall be determined by the Bookrunner and the Company
following completion of the Bookbuild. The Bookrunner will commence
the Bookbuild today and it is expected to close no later than 4:30
p.m. today but may be closed earlier or later at finnCap's
discretion. Completion of the Bookbuild is at the discretion of the
Company and there is no guarantee that the Bookbuild will be
completed. finnCap may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The number of
Placing Shares will be announced on a Regulatory Information
Service following completion of the Bookbuild.
Each Placee's allocation of Placing Shares will be communicated
orally by finnCap to the relevant Placee. That oral confirmation
will give rise to an irrevocable, legally binding commitment by
such Placee, in favour of finnCap and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it at
the Issue Price and otherwise on the terms and subject to the
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with finnCap's consent,
such commitment will not be capable of variation, revocation,
termination or rescission at either the time of such oral
confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
contract note issued to such Placee by finnCap . The contract note
will set out the number of Placing Shares allocated, the Issue
Price and the aggregate amount owed by such Placee to finnCap . The
terms of this Appendix will be deemed incorporated in that contract
note.
An offer to acquire Placing Shares which has been communicated
by a prospective Placee to finnCap which has not been withdrawn or
revoked prior to publication of this Announcement shall not be
capable of withdrawal or revocation immediately following the
publication of this Announcement without the consent of finnCap
.
The Issue Price shall be payable to finnCap by all Placees in
respect of their respective allocation of Placing Shares.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to finnCap (as agent for the Company), to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to
allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
All obligations of finnCap under the Placing will be subject to
fulfilment of the conditions referred to below un der "Conditions
of the Placing" and to the Placing not being terminated on the
basis referred to below under "Termination of the Placing".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement will not be capable of rescission or termination
by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) finnCap, (b) any of finnCap's affiliates,
agents, directors, officers, employees or consultants, (c) to the
extent not contained within (a) or (b), any person connected with
finnCap as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of finnCap) or (d) any
person acting on finnCap's behalf shall have any liability
(including to the extent permissible by law, any fiduciary duties)
to any Placee or to any other person whether acting on behalf of a
Placee or otherwise. In particular, neither finnCap nor any of its
respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
their conduct of the Placing or of such alternative method of
effecting the Placing as finnCap and the Company may agree.
Registration and Settlement
Each Placee which has been allocated new Ordinary Shares in the
Placing will be sent a contract note by finnCap stating, inter
alia, the number of Placing Shares allocated to it, the Issue Price
and the aggregate amount owed by them to finnCap .
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by finnCap in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
finnCap.
Settlement of transactions in the Placing Shares (ISIN:
GB0002080082) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be with respect
to the Placing Shares on a T+3 basis unless otherwise notified by
finnCap and is expe cted to occur at 8.00 a.m. on 23 April 2021
2021 .
In accordance with the contract note, settlement will be on a
delivery versus payment basis.
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 finnCap may agree that the Placing Shares
should be issued in certificated form.
finnCap reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST system or would not be consistent
with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by finnCap.
Each Placee is deemed to agree that if it does not comply with
these obligations, finnCap may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for finnCap 's
account and benefit, 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 for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
contract note 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 United
Kingdom stamp duty or stamp duty reserve tax.
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 finnCap under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
1. none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading at any time before Admission and no fact
or circumstance having arisen which would constitute a breach of
any such warranties;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall t o be performed
prior to Admission; and
3. Admission occurring not later than 8.00 a.m. on 23 April 2021
or such later time as finnCap may agree in writing with the Company
(but in any event not later than 8.00 a.m. on 21 May 2021 ),
(all conditions to the obligations of finnCap included in the
Placing Agreement being together, the "Conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and finnCap may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time, all monies received from a
Placee pursuant to the Placing shall be returned to such Placee
without interest, at the risk of the relevant Placee and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
Certain Conditions may be waived in whole or in part by finnCap
acting in its absolute discretion and finnCap may also agree in
writing with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix. finnCap shall not be
obliged to issue Placees with any details of any such waiver.
FinnCap may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of finnCap, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make
as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
finnCap.
Termination of the Placing
finnCap may terminate its obligation under the Placing
Agreement, in accordance with its terms, at any time prior to
Admission if, inter alia:
1. it comes to the notice of finnCap that any statement
contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing, is or has become untrue, incorrect or
misleading in any material respect;
2. it comes to the knowledge of finnCap that any of the
warranties in the Placing Agreement was untrue, inaccurate or
misleading when made and or that any of the warranties in the
Placing Agreement have at any time prior to Admission ceased to be
true or accurate or have become misleading by reference to the
facts and circumstances from time to time subsisting or a matter
has arisen which gives rise to a claim under any of the indemnities
in the Placing Agreement;
3. there has occurred any material adverse change in the
financial position, business or prospects of the Company; or
4. there has occurred any change in national or international
financial, market, industrial, monetary, economic or political
conditions (including a material deterioration in, or a material
escalation in response to, the COVID-19 pandemic) or there shall
have occurred any event which, in the reasonable opinion of
finnCap, is likely to have a material adverse effect on the
business or prospects of the Company or render the Placing
impracticable or inadvisable.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and finnCap that the exercise by the Company, or finnCap,
of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Company or finnCap and that neither the Company nor finnCap
need make any reference to such Placee and that none of finnCap,
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) whatsoever in connection with any such exercise
(including any decision not to terminate the Placing
Agreement).
No prospectus
No prospectus has been or will be submitted to be approved by
the FCA in relation to the Placing or the Placing Shares and no
such prospectus is required on the basis that all offers of Placing
Shares will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any
further terms set forth in the contract note to be sent to
individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, and warrants with finnCap (for itself and as agent on
behalf of the Company) that (save where finnCap expressly agrees in
writing to the contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained or referred to in this Appendix II;
2. it is a Qualified Investor within the United Kingdom as
defined in Article 2(e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined
in Article 2(e) of the EU Prospectus Regulation;
3. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the UK Prospectus Regulation:
i. the 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 any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of finnCap 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 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;
4. it will not distribute, forward, transfer, mail or otherwise
transmit by any means or media, directly or indirectly, in whole or
in part, this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States or to any US Person (as such term is defined in
Regulation S under the US Securities Act of 1933);
5. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the United States of America or the
Republic of South Africa, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Australia,
Canada, Japan, the United States of America or the Republic of
South Africa and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by
any of the Company, finnCap or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required. In addition, the
Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale
nor will a prospectus be cleared or approved in respect of any of
the Placing Shares under the securities laws of the United States
(or any state or other jurisdiction of the United States)
Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, Japan or the Republic
of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
7. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
8. it and the beneficial owner of the Placing Shares is
currently, and will remain so until at least such time as the
Placing Shares are acquired, not a US Person (as such term is
defined in Regulation S), outside the United States and acquiring
the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the Securities Act;
9. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform and
honour its obligations in relation thereto on its own behalf (and
in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this
Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained
in this Announcement on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and finnCap for the
performance of all its obligations as a Placee of the Placing
(whether or not it is acting on behalf of another person);
10. it is acquiring the Placing Shares for its own account or if
it is acquiring the Placing Shares on behalf of another person it
confirms that it exercises sole investment discretion in relation
to such other person's affairs and, in particular, if it is a
pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
1`. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
12. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the Prospectus
Regulation; and (ii) has been or will be prepared in connection
with the Placing;
13. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
14. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that finnCap or any person acting
on finnCap's behalf may have conducted with respect to the Company,
the Placing or the Placing Shares; or (ii) any other information
given or any other representations, statements or warranties made
at any time by any person in connection with Admission, the
Company, the Placing, the Placing Shares or otherwise;
15. none of finnCap, the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares or the
Company or any other person in addition to the information in this
Announcement; nor has it requested finnCap, the Company, any of
their respective affiliates, agents, consultants, employees,
directors or officers or any person acting on behalf of any of them
to provide it with any such information;
16. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither finnCap nor
any persons acting on behalf of either of them are responsible for
or has or shall have any liability for any information,
representation, warranty or statement, written or oral relating to
the Company and either contained in this Announcement or previously
or concurrently published by or on behalf of the Company. finnCap
will not be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement, the Exchange Information
or otherwise. None of finnCap , the Company, nor any of their
respective affiliates, agents, consultants, directors, employees or
officers has made any representation or warranty to the Placee,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the
information in this Announcement or the Exchange Information.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
17. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained or referred to in this Announcement. It has
satisfied itself that such information is still current and is all
that it deems necessary to make an investment decision in respect
of the Placing Shares;
18. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to finnCap for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement or the relevant contract note, failing which the
relevant Placing Shares may be placed with others on such terms as
finnCap may, in their absolute discretion determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (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;
19. it, or the person specified by it for registration as a
holder of the Placing Shares will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and finnCap in
respect of the same on the basis that the Placing Shares will be
allotted to a CREST stock account of finnCap who will hold them as
nominee on behalf of such Placee (or the person specified by it for
registration as holder of the Placing Shares) until settlement with
it in accordance with its standing settlement instructions;
20. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax
at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the
Placing Shares, is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment,
issue or delivery of Placing Shares would give rise to such a
liability;
21. it has only communicated or caused to be communicated and it
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 FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that finnCap has not approved this Announcement 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;
22. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
23. none of finnCap, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them are making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of finnCap ' rights and obligations
thereunder, including any rights to waive or vary any conditions or
exercise any termination right. Its participation in the Placing is
on the basis that it is not and will not be a client of finnCap and
finnCap has no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of
the FCA, and any payment by it will not be treated as client money
governed by the rules of the FCA;
24. finnCap and each of its respective affiliates, each acting
as an investor for its or their own account(s), may, in accordance
with applicable legal and regulatory provisions, bid or subscribe
for and/or purchase Placing Shares and, in that capacity, may
retain, purchase, offer to sell or otherwise deal for its or their
own account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, finnCap and/or any of its
respective affiliates, acting as an investor for its or their own
account(s). Neither finnCap nor the Company intends to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
25. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or elsewhere in
the EEA prior to the expiry of a period of six months from
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose 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 for the purposes of
section 85(1) of FSMA or an offer to the public in any other member
state of the EEA within the meaning of the UK Prospectus
Regulation, or an offer to the public in any Relevant State within
the meaning of the EU Prospectus Regulation;
26. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
27. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
28. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
29. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
30. in order to ensure compliance with the Money Laundering
Regulations 2017, finnCap, for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to finnCap or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at finnCap ' absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at finnCap ' or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
finnCap , for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, finnCap and/or the Company may, at their absolute discretion,
terminate their commitment in respect of the Placing, in which
event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
31. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note will continue notwithstanding any amendment that may
in 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
finnCap's conduct of the Placing;
32. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
33. it irrevocably appoints any duly authorised officer of
finnCap as its agent for the purpose 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 for which it agrees to subscribe or purchase upon
the terms of this Announcement;
34. the Company, finnCap and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to finnCap on its own behalf and on behalf of the Company
and are irrevocable, and agree that if any of the representations
and agreements deemed to have been made by it by its subscription
for, or purchase of, Placing Shares, are no longer accurate, it
shall promptly notify the Company and finnCap;
35. time is of the essence as regards its obligations under this
Appendix;
36. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to finnCap;
37. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or finnCap 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
38. its obligations are irrevocable and legally binding and
shall not be capable of recission or termination by it in any
circumstances, save only to the extent permitted by law.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, finnCap and each of its respective affiliates, agents,
consultants, directors, employees and officers harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by
finnCap, the Company or any of their respective affiliates, agents,
consultants, directors, employees or officers arising from the
performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor finnCap shall be responsible for such stamp
duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and they should notify finnCap
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and finnCap in the event that either
the Company and/or finnCap have incurred any such liability to such
taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to finnCap for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
If a Placee is acting in its capacity as agent, as a
discretionary investment manager on behalf of its underlying
clients (who may include individuals and/or retail clients as
defined within MiFID II and/ or the FCA rules), then the
discretionary investment manager shall be regarded as the Placee
for the purpose of this Announcement and not the underlying client.
For the avoidance of doubt, the representations and warranties are
given by the Placee itself, and not the underlying client(s).
Each Placee and any person acting on behalf of the Placee
acknowledges that finnCap do not owe any fiduciary or other duties
to any Placee in respect of any acknowledgements, agreements,
indemnities, representations, undertakings or warranties in the
Placing Agreement.
Any money held in an account with finnCap 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 relevant rules
and regulations of the FCA made under FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing Shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the Placing Shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX III - DEFINITIONS
"Act" the Companies Act 2006, as amended
"Admission" the admission of the Placing Shares on 23 April 2021
becoming effective in accordance with the AIM Rules
"AIM" the market of that name, operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by the London
Stock Exchange, as amended
"Block Trade Agreement" the conditional agreement between
finnCap and the Selling Shareholders dated 1 April 2021
"Board" or "Directors" the directors of the Company as at the
date of this document, whose names appear on page 4 of this
document
"Business Day" a day (other than a Saturday or Sunday or public
holidays in England) on which commercial banks are open for
business in London, UK
"certificated form" or an Ordinary Share recorded on the
Company's share register as
"in certificated form" being held in certificated form (namely,
not in CREST)
"Closing Price" the closing middle market quotation of an
Ordinary Share as derived from the AIM Appendix of the Daily
Official List of the London Stock Exchange
"Company" or "Crimson Tide" Crimson Tide Plc, a company
incorporated in England and Wales with registered number
00113845
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland is the
operator (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
"EIS" the enterprise investment scheme under Part 5 of the
ITA
"EIS Legislation" the provisions of Part 5 of the ITA, sections
150A to 150D of the Taxation of Capital Gains Act 1992
"Enlarged Share Capital" the issued share capital of the Company
as enlarged by the issue of the Placing Shares
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares" the 457,486,234 Ordinary Shares in
issue on the date of this document
"FCA" the Financial Conduct Authority of the UK
"finnCap" finnCap Ltd, the Company's nominated adviser and
Broker
"Form of Proxy" the form of proxy for use in connection with the
General Meeting
"General Meeting" the general meeting of the Company convened by
the Notice of General Meeting
"Group" the Company and its subsidiaries as at the date of this
document
"Issue Price" the issue price of the Placing Shares and the sale
price of the Sale Shares, both being GBP0.03 per Ordinary Share
"ITA" the Income Tax Act 2007
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 21 May 2021
"Notice of General Meeting" the notice convening the General
Meeting which is set out at Part II of this document
"Ordinary Shares" ordinary shares of 0.1p each in the capital of
the Company
"Placing" the conditional placing of the Placing Shares at the
Issue Price by finnCap, as agent for and on behalf of the
Company
"Placing Agreement" the conditional agreement dated 1 April 2021
between the Company and finnCap in relation to the Placing
"Placing and Sale" the Placing and the Share Sale
"Placing Shares" the 200,000,000 new Ordinary Shares which have
been conditionally placed pursuant to the Placing
"Registrar" Neville Registrars, the Company's registrar
"Regulatory Information has the meaning given to it in the AIM Rules
Service" or "RIS"
"Resolutions" the resolutions to be proposed at the General
Meeting, details of which are set out in the Notice of General
Meeting
"Sale Shares" the 50,200,000 existing Ordinary Shares held by
the Selling Shareholders which have been conditionally sold
pursuant to the Share Sale
"Securities Act" US Securities Act of 1933, as amended
"Selling Shareholders" being Barrie Whipp, Stephen Goodwin and
Helium Special Situations Fund Limited
"Shareholders" holders of Ordinary Shares
"Share Sale" the conditional sale of the Sale Shares at the
Issue Price on behalf of the Selling Shareholders
"uncertificated" or recorded on the relevant register or other
record of the Ordinary
"uncertificated form" Shares or other security concerned as
being held in uncertificated form in CREST, and title to which, by
virtue of the CREST Regulations, may be transferred by means of
CREST
"United Kingdom" or "UK" United Kingdom of Great Britain and Northern Ireland
"UK MAR" Market Abuse Regulation (EU Regulation No. 596/2014
which forms part of domestic law pursuant to the European Union
(Withdrawal) Act 2018
"United States" , "United States the United States of America,
its territories and possessions, any
of America" or "US" state of the United States of America and
the District of Columbia and all areas subject to its
jurisdiction
"VCT" a venture capital trust under Part 6 of the ITA
"VCT Legislation" the provisions of Part 6 of the ITA, sections
151A and 151B of the Taxation of Capital Gains Act 1992 and Part 6
of the Income Tax (Trading and Other Income) Act 2005
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END
IOEUAVRRARUSRAR
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