TIDMEXR
RNS Number : 9466O
Engage XR Holdings PLC
06 February 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
This announcement is released by ENGAGE XR Holdings plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("EU MAR") and for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"), and is disclosed in accordance
with the company's obligations under Article 17 of EU MAR and
Article 17 of UK MAR.
6 February 2023
ENGAGE XR Holdings plc
(" ENGAGE XR " or the "Company")
Proposed Placing of New Ordinary Shares
ENGAGE XR , the metaverse technology company focused on becoming
a leading global provider of virtual communications solutions
through its new fully featured corporate metaverse, ENGAGE Link,
announces its i ntention to raise up to approximately GBP8.8
million (EUR9.9 million), before expenses, by way of a placing (the
"Placing") of new Ordinary Shares of EUR0.001 each in the Company
(the "Ordinary Shares") (the "Placing Shares") at a price of 4
pence per new ordinary share (the "Placing Price").
The Placing will be conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this announcement and is being conducted, subject to the
satisfaction of certain conditions described in the Appendix to
this announcement (which forms part of this announcement, such
announcement and the Appendix together being the "Announcement"),
through the Bookbuild which will be made available to new and
existing eligible investors. J&E Davy Unlimited Company
("Davy"), finnCap Ltd ("finnCap") and Shard Capital Partners LLP
("Shard") are acting as joint bookrunners in respect of the Placing
(the "Joint Bookrunners").
In addition, HTC has confirmed its intention to subscribe for
new ordinary shares pursuant to a separate subscription alongside
the Placing, the details of which are set out below.
About ENGAGE XR and the metaverse
The Directors believe that the creation and development of the
metaverse is facilitating the evolution of the internet from being
a solo 2D surfing experience, where users browse the web by
themselves reading web pages and looking at video streams, into a
shared 3D spatial social experience capable of being explored with
friends and co-workers via virtual worlds. The Directors believe
that the metaverse and its use of avatars provide a more immersive
and interactive experience for users.
The Group has positioned its ENGAGE platform ("ENGAGE") as the
metaverse platform targeted at enterprise customers and
universities looking for immersive corporate communications, remote
collaboration, training and development, education and remote
events enabling them to deliver their own metaverse strategies. To
date, ENGAGE XR has developed over 900 metaworlds for its corporate
clients and the Directors believe that the addressable market for
the ENGAGE product is between $10-44bn. A survey conducted by PwC
in 2022 reported that at that time 67% of organisations surveyed
were already actively engaged with the metaverse and the Directors
believe that this trend will increase over the coming years.
Tailored for a professional audience, the Directors believe that
ENGAGE is only one fo the few metaverse platforms with ISO27001
Security Certification and is currently trusted by a number of blue
chip organisations, including more than 20 Fortune 500 companies
and is also being used by a number of ENGAGE XR's perceived
competitors, such as Meta and HTC. Furthermore, the ENGAGE platform
contains spatial recording features for quick content building
along with multiplatform support for Phones, Tablets, Mac, PC, VR
and Chromebooks and is the first platform to provide
'metatraversal' capabilities between different applications.
The Company currently generates revenue through three revenue
streams, as follows:
-- The sale of yearly enterprise license subscriptions to
customers (representing c.70% of total ENGAGE revenues in
FY22);
-- Immersive event production - one off virtual event services
chargeable per event (representing c.10% of total ENGAGE revenues
in FY22); and
-- Professional content development on a bespoke basis for
customers (representing c.20% of total ENGAGE revenues in
FY22).
Whilst the current model has to date demonstrated its ability to
grow revenue, the Directors believe the recent release of ENGAGE
Link in November 2022, the Company's most advanced metaverse
platform, can enhance its revenue model to include a B2C model
where ENGAGE clients can sell direct to customers. The successful
implementation of this B2C model could provide the Company with
additional revenue streams including: MetaWorld hosting services,
marketplace content sales revenue share, metaverse events /
subscriptions revenue share and professional services revenue
share.
Following the revenue growth demonstrated by the Company in FY22
and the launch of ENGAGE Link, the Directors believe that with the
capital to be provided by the Placing, 2023 will be another
formative year for ENGAGE XR focused on delivering against its
current pipeline and continuing with the development of its ENGAGE
platform.
Background to the Placing
2022 saw a continued growth in the Company's commercial customer
numbers and revenue and November 2022 saw the Company launch its
fully featured corporate metaverse, ENGAGE Link. The Directors
believe that this momentum within the group and the improved
pipeline is as a result of an increasing number of enterprise
customers and universities seeking to collaborate with the Company
on how best to engage with employees, customers and students in the
Metaverse.
Demand for the Company's ENGAGE platform is now well
established, having grown to serve more than 190 commercial
customers in the three years since its launch in May 2019 with over
70 customers added in 2022. New customers added include Lenovo,
KPMG US, Kuehne + Nagel International AG and Adtalem Global
Education. ENGAGE provides users with a platform for creating,
sharing and delivering virtual reality content for education,
training and online events through its three solutions: Virtual
Campus, Virtual Office and Virtual Events.
The Directors believe that the recent launch of ENGAGE Link
transforms the Company into a leading metaverse technology company.
The strategic focus of the Group is on creating a platform that
will allow companies to better engage with their employees,
customers and suppliers around the world, and educational
institutions to engage with their students.
The Directors believe that ENGAGE is fast becoming the next
generation virtual communications and training solution for
enterprise and education customers. Therefore, the Company is
seeking to use the net proceeds from the Placing to capitalise on
the momentum of its ENGAGE platform and consolidate the commercial
and operational growth demonstrated in FY22 so as to ensure that
the Company can continue its commercial growth and deliver upon the
strategic opportunity before it. The strategic focus of the Board
for the period to 2025 remains the delivery of EUR10 million in
annual ENGAGE revenues across 500 active enterprise customers.
Use of Proceeds
The Company is proposing to raise gross proceeds of up to GBP8.8
million (EUR9.9 million) from the Placing in order to capitalise on
the growth exhibited in FY22. The use of proceeds is expected to
comprise:
Use of Funds EUR M
Working capital and general corporate
purposes 6.9
Sales and marketing to convert pipeline
and capitalise on market opportunity
to be deployed over the next 12-18 months. 3.0
--------------------------------------------- ------
Total use of funds available 9.9
Based on the Company's existing budgets and pipeline, the
Directors believe that the anticipated net proceeds from the
Placing would give the Company an expected cash runway to take the
Company through to cash flow break-even without the need for
further funding and enable it to deliver against its current
pipeline of opportunities and continue with the development of the
Company's product roadmap. Furthermore, the funds raised will
demonstrate balance sheet strength to the Company's enterprise
customers and enable it to increase upfront work, as required by
key partners/customers, to take advantage of the opportunities that
they bring to the Company.
HTC subscription
In addition to the Placing, HTC has provided written
confirmation to the Company that it intends to subscribe for
approximately GBP0.58 million for new Ordinary Shares at the
Placing Price. The Company anticipates that the subscription
agreement pursuant to which HTC will subscribe for Shares will be
entered into prior to the intended date of the Extraordinary
General Meeting. The completion of the Placing is conditional on
this subscription agreement with HTC being entered into and
becoming unconditional (save for Admission).
The intended subscription by HTC, together with the proceeds of
the Placing, will provide the Company with gross proceeds of
GBP9.375 million (EUR10.5 million)
Current trading and prospects
In the year to 31 December 2022, ENGAGE XR signed up more than
70 new enterprise and institutional customers, including Lenovo,
Kia and KPMG US. More than EUR4 million in contract value for
ENGAGE subscriptions was closed in the year. A new monthly revenue
record for the platform of EUR0.6 million was achieved in December
2022, bringing total ENGAGE revenue for the year to 31 December
2022 to EUR3.3 million (up from EUR1.8 million in FY21), of which
70% is recurring, representing a year-on-year increase of 86%.
Gross margin in the year also increased to 82% (up from 80% in
FY21).
The number of total active commercial clients has grown to 190
and there has been a 64% increase in active licenses as at 31
December 2022 (compared to the prior year). 16% of contracts are
now greater than EUR75k in value (up from 6% in FY21), aligning to
the Group's medium-term outlook of an average contract value in
excess of EUR20k.
As at 31 December 2022, the Company's cash position was EUR2.2
million with monthly cash burn in H1 2023 expected to be
approximately EUR0.4 million per month.
Details of the Placing
Davy, finnCap and Shard (together, the "Joint Bookrunners" and
each a "Joint Bookrunner") will today commence a bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by investors. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Except as
disclosed in this Announcement under "Details of the Placing",
members of the public are not entitled to participate in the
Placing.
The Joint Bookrunners have entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, the Joint Bookrunners have agreed to
use their respective reasonable endeavours to procure Placees for
the Placing Shares at the Placing Price.
The final number of Placing Shares will be decided at the close
of the Bookbuild. All investors who participate in the Placing will
be required to make bids for Placing Shares at the Placing Price.
The timing of the closing of the book and allocations are at the
discretion of the Company, Davy, finnCap and Shard. Details of the
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
of the Company, including with respect to the right to receive all
dividends and other distributions declared, made or paid having a
record date after the date of issue. The Company currently has
290,451,146 Ordinary Shares in issue.
Circular and Extraordinary General Meeting
A Circular is expected to be posted to shareholders on 7
February 2023 giving notice of an extraordinary general meeting of
the Company to consider the passing of resolutions which are
necessary to effect the Placing. The meeting will be held on 3
March 2023 at 11:00 a.m. at the offices of the ENGAGE XR at Unit 9,
Cleaboy Business Park, Old Kilmeaden Road, Waterford, X91 AX83,
Ireland. Following posting, a copy of the Circular will be
available shortly thereafter on the Company's website
https://engagevr.io .
The Directors believe that the resolutions to be proposed at the
EGM are in the best interests of the Company and Shareholders as a
whole and unanimously recommend that the Shareholders vote in
favour of the Resolutions. The Directors intend to vote in favour
of all of the Resolutions in respect of their own beneficial
shareholdings, amounting to in aggregate, 78,488,400 existing
Ordinary Shares, representing approximately 27.02 per cent. Of the
existing Ordinary Shares.
Applications for admission to trading
The Company will apply to Euronext Dublin and to the London
Stock Exchange for the Placing Shares to be admitted to trading on
Euronext Growth and AIM respectively ("Admission"). It is expected
that settlement of the Placing Shares will occur, Admission will
become effective and that dealings will commence in the Placing
Shares at 8.00 a.m. on 6 March 2023 . The Placing is conditional,
among other things, upon Admission becoming effective and the
Placing Agreement not being terminated in accordance with its
terms. The Appendix sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and subject to
the conditions in it, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in the Appendix.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
This Announcement contains inside information for the purposes
of EU MAR and UK MAR. Market soundings, as defined in EU MAR and UK
MAR, were taken in respect of the Placing, with the result that
certain persons became aware of inside information relating to the
Company and its securities, as permitted by EU MAR and UK MAR. That
inside information is set out in this Announcement. Therefore,
those persons who received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities. The person responsible for arranging
release of this Announcement on behalf of ENGAGE XR is Séamus
Larrissey .
To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Davy,
finnCap or Shard.
For further information on the Announcement, please contact:
ENGAGE XR plc Tel: +353 87 665 6708
David Whelan, CEO contact@vreducationholdings.com
Séamus Larrissey, CFO
Sandra Whelan, COO
Davy (Joint Broker & Euronext Growth Tel: +353 1 679 6363
Listing Sponsor)
Barry Murphy / Lauren O'Sullivan
finnCap (Joint Broker & Nominated Tel: +44 (0) 20 7220 0500
Advisor)
Marc Milmo / Seamus Fricker / Sunila
de Silva
Shard Capital Partners LLP (Joint Tel: +44 (0) 20 7186 9952
Broker)
Damon Heath / Erik Woolgar
Important Notice
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States"), Australia, Canada, Australia Japan or any other
state or jurisdiction in which the same would be restricted,
unlawful or unauthorised, in each case except pursuant to an
available exemption from applicable securities laws (each, a
"Restricted Territory").
This Announcement is for information purposes only and does not
constitute an offer to buy, sell, issue, acquire or subscribe for,
or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory or to any person to whom it is unlawful to
make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. No public offer of the shares referred to in
this Announcement is being made in Ireland, the United Kingdom, the
United States any Restricted Territory or elsewhere.
This Announcement has been issued by and is the sole
responsibility of the Company. None of the Joint Bookrunners, nor
any of their respective affiliates 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 the Joint Bookrunners or any of their
respective affiliates in connection with the Company, the Placing
Shares or the Placing. The Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by or on
behalf of the Joint Bookrunners or any of their respective
affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.
Subject to certain exemptions, the securities referred to herein
may not be offered or sold in any Restricted Territory or for the
account or benefit of any national resident or citizen of any
Restricted Territory. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended ("Securities Act"), or under the securities laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. Any offering of the Placing
Shares to be made (i) in the United States will be made only to a
limited number of "qualified institutional buyers" ("QIBs") within
the meaning of Rule 144A under the Securities Act ("Rule 144A") in
accordance with Rule 144A or pursuant to an exemption from the
registration requirements of the Securities Act in a transaction
not involving any "public offering" and (ii) outside the United
States in offshore transactions within the meaning of, and in
reliance on, Regulation S under the Securities Act ("Regulation
S").
Except as disclosed in this Announcement under "Details of the
Placing", members of the public are not eligible to take part in
the Placing. All offers of the Placing Shares will be made pursuant
to an exemption under Regulation (EU) 2017/1129 (the "Prospectus
Regulation") or under the Prospectus Regulation as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"), from the requirement to produce a
prospectus for offers of the Placing Shares. This Announcement and
the terms and conditions set out herein are directed only at and
may only be communicated to persons: (a) if in an EEA member state,
who are qualified investors within the meaning of Article 2(e) of
the Prospectus Regulation ("Qualified Investors"); (b) in the
United Kingdom who (i) have professional experience in matters
relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in Article
49(2)(a) to (d) of the FPO and (iii) are "qualified investors" as
defined in Article 2(e) of the Prospectus Regulation as it forms
part of UK domestic law by virtue of the EUWA; and (c) otherwise to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons").
Except as disclosed in this Announcement under "Details of the
Placing", this Announcement and the terms and conditions set out in
the Appendix to this Announcement must not be acted or relied upon
by persons who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful for them 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.
By participating in the bookbuilding process and the Placing,
each person who is invited to and who chooses to participate in the
Placing by making an oral and legally binding offer to acquire
Placing Shares 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
in the Appendix to this Announcement and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix to this Announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland, is acting as a Joint Bookrunner for the Company and for
no-one else in connection with the Placing referred to in this
Announcement and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as a Joint
Bookrunner for the Company and for no-one else in connection with
the Placing referred to in this Announcement and is not, and will
not be, responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the Placing and/or any other matter referred to in
this Announcement.
Shard, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as a Joint
Bookrunner for the Company and for no-one else in connection with
the Placing referred to in this Announcement and is not, and will
not be, responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the Placing and/or any other matter referred to in
this Announcement.
In connection with the Placing, each of the Joint Bookrunners
and any of their respective affiliates, acting as investors for
their own accounts, may purchase Placing Shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such Placing Shares and other
securities of the Company or related investments in connection with
the Placing or otherwise.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Joint Bookrunners
that would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe,
such restrictions. 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 identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. 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 the Joint Bookrunners.
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 and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that 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 speaks only as of the date of this
Announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein, whether as a result of new
information, future events or otherwise, except to the extent
required by the Euronext Growth Rules for Companies, the AIM Rules
for Companies, the London Stock Exchange, Euronext Dublin, the
Central Bank of Ireland or by applicable law or regulation. No
statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
the disposal of shares acquired. Past performance is no guide to
future performance and persons needing advice should consult an
independent financial adviser.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange and Euronext Growth, a
market operated by Euronext Dublin.
The Placing has not been approved and will not be approved or
disapproved by the U.S. 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 or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to
forward a copy of the Appendix or this Announcement should seek
appropriate advice before taking any action.
The most recent Annual and Interim Reports and other information
are available on the ENGAGE XR website at
https://engagevr.io/investors/. 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; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and the product governance
requirements contained within the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance
Rules" and, together with the MiFID II Product Governance
Requirements, the "MiFID II and UK 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 and UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, as defined in MiFID II and
Regulation (EU) NO 2017/565 as it forms part of domestic law by
virtue of the EUWA, (b) investors who meet the criteria of
professional clients, as defined in MiFID II and Regulation (EU) NO
600/2014 as it forms part of domestic law by virtue of the EUWA, or
(c) eligible counterparties, as defined in MiFID II and the FCA's
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners 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 COBS; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING EXCEPT AS DISCLOSED IN THIS ANNOUNCEMENT UNDER "DETAILS OF
THE PLACING". THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR
INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF THAT TERM UNDER REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") WHO ARE (I) PERSONS
WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "FPO"), OR (II)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE FPO, OR (C)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT 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 FOR THEM 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 THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE
PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. ANY OFFERING OF THE PLACING
SHARES TO BE MADE (I) IN THE UNITED STATES WILL BE MADE ONLY TO A
LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN
ACCORDANCE WITH RULE 144A OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A
TRANSACTION NOT INVOLVING A "PUBLIC OFFERING" AND (II) OUTSIDE THE
UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF, AND
IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING
MADE IN IRELAND, THE UNITED KINGDOM ANY RESTRICTED TERRITORY OR
ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in the Terms and Conditions
below.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any Restricted Territory (as defined
below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in
connection with the Placing in Ireland, the United Kingdom, the
United States, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in the United States, Canada, Australia, Japan (each a
"Restricted Territory") or in any jurisdiction in which such
publication or distribution is unlawful. The distribution of this
Announcement and the Placing and/or the offer or sale of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Joint Bookrunners or
any of their respective affiliates or agents which 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. Persons distributing any part of this
Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes
are required by the Company and the Joint Bookrunners to inform
themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation and the Prospectus
Regulation as it forms part of the domestic law of the UK by virtue
of the EUWA (the "UK Prospectus Regulation") from the requirement
to produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. 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 or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
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
Joint Bookrunners or any of their respective 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 party or its advisers,
and any liability therefore is expressly disclaimed.
The Joint Bookrunners are acting exclusively for the Company and
no-one else in connection with the Placing and are not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to their clients
nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company or the Joint Bookrunners makes any
representation to any Placees regarding an investment in the
securities referred to in this Announcement under the laws
applicable to such Placees. Each Placee should consult its own
advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular, each such Placee represents, warrants and
acknowledges that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
(b) it is and, at the time the Placing Shares are acquired, will
be either (i) outside the United States and is acquiring the
Placing Shares in an "offshore transaction" in accordance with Rule
903 or Rule 904 of Regulation S under the Securities Act
("Regulation S"); or (ii) a "qualified institutional buyer" (a
"QIB") as defined in Rule 144A under the Securities Act ("Rule
144A"), which is acquiring the Placing Shares for its own account
or for the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account; if
acquiring the Shares for the account of one or more other persons,
it has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of
each such account; and
(c) if it is a financial intermediary, as that term is used in
the Prospectus Regulation and the UK Prospectus Regulation, that it
understands the resale and transfer restrictions set out in this
Appendix and that any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member
state of the EEA or the UK to Qualified Investors, or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at the end of
this Appendix.
Bookbuild
The Joint Bookrunners will today commence a bookbuilding process
in respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by investors. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect. Members of the public are not
entitled to participate in the Placing. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Joint Bookrunners have entered into an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, the Joint Bookrunners will agree to use
their respective reasonable endeavours to procure placees for the
Placing Shares at the Placing Price and as set out in the Placing
Agreement.
The final number of Placing Shares will be decided at the close
of the Bookbuild. All investors who participate in the Placing will
be required to make bids for Placing Shares in Sterling. The timing
of the closing of the book and allocations are at the discretion of
the Company, Davy, finnCap and Shard. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.
The Placing Shares have been duly authorised and will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares (other than treasury
shares which are non-voting and do not qualify for dividends),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue. The Placing Shares will be issued
free of any pre-emption rights, encumbrances, liens or other
security interests.
Application for admission to trading
The Company will apply to Euronext Dublin and to the London
Stock Exchange for the Placing Shares to be admitted to trading on
Euronext Growth and AIM respectively ("Admission"). It is expected
that Admission will become effective and that dealings will
commence in the Placing Shares at 8.00 a.m. on 6 March 2023 (or
such later date as may be agreed between the Company and the Joint
Bookrunners). The Placing is conditional upon, amongst other
things, Admission becoming effective and the grant by the
shareholders of the Company at the EGM of sufficient authority to
the Directors to allot and issue the Placing Shares and to disapply
statutory pre-emption rights in relation to the issue of the
Placing Shares.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are arranging the Placing severally,
and not jointly, nor jointly and severally, as Joint Bookrunners
and agents of the Company. Participation in the Placing will only
be available to persons who may lawfully be, and are, invited to
participate by any of the Joint Bookrunners. Each of the Joint
Bookrunners and their respective affiliates are entitled to enter
bids as principal in the Bookbuild.
2. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of
the Joint Bookrunners. Each bid should state the number of Placing
Shares which the prospective Placee wishes to acquire at the
Placing Price. Bids may be scaled down by the Joint Bookrunners on
the basis referred to in paragraph 5 below.
3. The Bookbuild is expected to close no later than 4:30 p.m.
(London time) on 6 February 2023, but may be closed earlier or
later, at the discretion of the Joint Bookrunners. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed.
4. Each Placee's allocation will be confirmed to Placees orally
by the relevant Joint Bookrunner following the close of the
Bookbuild, and a contract note will be dispatched as soon as
possible thereafter. The relevant Joint Bookrunner's oral
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of such Joint Bookrunner and the Company, under
which such Placee agrees to acquire the number of Placing Shares
allocated to it and to pay the relevant Placing Price on the terms
and conditions set out in this Appendix and in accordance with the
Company's corporate documents.
5. Subject to paragraph 2 above, the Joint Bookrunners will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. The Joint Bookrunners may also, notwithstanding
paragraph 2 above and subject to the prior consent of the Company,
(i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Joint Bookrunners.
6. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Joint Bookrunner's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner, to pay
it (or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares that
such Placee has agreed to acquire. Each Placee's obligations will
be owed to the relevant Joint Bookrunner.
7. Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Bookrunners or
the Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
9. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
10. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Joint Bookrunner.
11. To the fullest extent permissible by law, none of the Joint
Bookrunners, the Company or any of their respective affiliates
shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Joint Bookrunners, nor the Company, nor any
of their respective affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Bookbuild or of such alternative method of effecting the
Placing as the Joint Bookrunners, their respective affiliates and
the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Bookrunners' obligations under the Placing
Agreement are conditional on certain conditions, including:
(a) Admission occurring at or before 8:00 a.m. (London time) on
6 March 2023 (or at such later time or date as the Company and the
Joint Bookrunners may agree);
(b) the Company having complied with its obligations under the
Placing Agreement;
(c) the publication by the Company of the results of the Placing
on a Regulatory Information Service by 7:00 a.m. on 7 February 2023
following the date of the Placing Agreement; and
(d) the Placing Agreement not having been terminated in
accordance with its terms prior to the Placing Admission;
(e) the intended subscription agreement between HTC and the
Company:
a. having been executed and delivered by the parties thereto and
having become unconditional by the times and dates stated therein
(save as to any condition relating to admission of the Ordinary
Shares to be subscribed for thereunder); and
b. becoming and continuing to be enforceable against each of the
parties thereto and having not being varied, modified,
supplemented, rescinded, lapsed or terminated and no party to the
Subscription Agreement having failed to enforce its rights
thereunder in accordance with its terms or granted any waiver
thereunder or extension of time for its performance;
(f) t he Company delivering to the Joint Bookrunners on or
before 7 February 2023, a certified copy or original of the EGM
Circular and the EGM Form of Proxy and the resolutions of the Board
approving the release of the same and the despatch by post of the
EGM Circular and the EGM Form of Proxy in accordance with the 2014
Act;
(g) the passing of the Resolutions (without amendment) on the
EGM Date and the release of the result of the EGM by RIS; and
(h) the Company delivering to the Joint Bookrunners by 6:00 p.m.
on the EGM Date (unless otherwise expressly agreed in writing by
the Joint Bookrunners):
a. a certified copy of the Allotment Resolutions, duly passed;
b. a certified copy of the Resolutions (as passed at the EGM);
(i) the payment of the subscription monies payable by HTC in
respect of the Ordinary Shares to be subscribed for under the
Subscription Agreement having been received in full and in cleared
funds by the Company;
(j) each of the warranties on the part of the Company in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and as of the closing of
the Placing; and
(k) the Company allotting and/or issuing, as applicable, subject
only to Admission, the Placing Shares in accordance with the
Placing Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Bookrunners by the relevant
time or date specified (or such later time or date as the Company
and the Joint Bookrunners may agree); or (ii) the Placing Agreement
is terminated in the circumstances specified below, the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it in
respect thereof.
The Joint Bookrunners may, at their discretion waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the above conditions relating, inter alia, to Admission
taking place and the Company allotting and/or issuing, as
applicable, the Placing Shares may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
None of the Joint Bookrunners 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 it 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
it 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 the Joint Bookrunners.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including, if: (i) there has
been a breach by the Company of any of the warranties or
undertakings contained in the Placing Agreement or an event has
occurred or matter has arisen which would have rendered any of the
warranties untrue, inaccurate or misleading in any respect; (ii) in
the joint opinion of the Joint Bookrunners (acting in good faith),
there has been a material adverse change, in the condition
(financial, operational, legal or otherwise) or in the trading
position, earnings, management, business, solvency or prospects of
the Company and/or the Group, whether or not arising in the
ordinary course of business; or (iii) either of the applications
for Admission are withdrawn or refused by Euronext Dublin or the
London Stock Exchange (as the case may be).
By participating in the Placing, Placees agree that the exercise
by any Joint Bookrunner of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of such Joint Bookrunner or for agreement between the
Company and the Joint Bookrunner(s) (as the case may be) and that
neither the Company nor the Joint Bookrunners need make any
reference to, or consultation with, Placees and that neither they
nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability to Placees whatsoever in
connection with any such exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Central Bank
of Ireland or the UK Financial Conduct Authority (or any other
authority) in relation to the Placing, and Placees' commitments
will be made solely on the basis of publicly available information
taken together with the information contained in this Announcement,
and any Exchange Information (as defined below) previously
published by or on behalf of the Company simultaneously with or
prior to the date of this Announcement and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company (other
than publicly available information) or the Joint Bookrunners or
their respective Affiliates or any other person and none of the
Joint Bookrunners or the Company, or any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Nothing in this paragraph
shall exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 12 months after the
Closing Date, it will not, without the prior written consent of the
Joint Bookrunners (such consent not to be unreasonably withheld or
delayed) enter into certain transactions involving or relating to
the Ordinary Shares, subject to certain carve-outs agreed between
the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and that
they need not make any reference to, or consultation with, Placees
and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
IE00BG0HDR01) following Admission will take place within the
central securities depository system administered by Euroclear Bank
SA/NV ("Euroclear Bank") (the "Euroclear System"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Bookrunners and the
Company reserve the right to require settlement for, and delivery
of, the Placing Shares to Placees by such other means that they
deem necessary if delivery or settlement is not practicable in the
Euroclear System within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Joint Bookrunners and settlement instructions.
Placees should settle against Euroclear ID: EC 66909 for Davy,
Euroclear ID 75663 for finnCap and Euroclear ID: 94763 for Shard.
It is expected that such contract note will be despatched before
close of business on 7 February 2023. The expected trade date for
the transaction is 2 March 2023.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing Euroclear System or other settlement
instructions that it has in place with the relevant Joint
Bookrunner.
The Company will deliver the Placing Shares to Euroclear Bank
securities settlement accounts operated by Davy, finnCap and Shard
respectively, in each case as agents for the Company, and Davy,
finnCap and Shard will enter their respective delivery instructions
into the Euroclear System. Davy, finnCap and Shard will hold any
Placing Shares delivered to their respective Euroclear Bank
securities settlement accounts as nominee for the Placees. The
input to Euroclear Bank by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
It is expected that settlement will be on 6 March 2023 in
accordance with the instructions given to the Joint Bookrunners (or
such other basis as may be agreed with the Joint Bookrunners).
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company'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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note 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 to as provided
below, be so registered free from any liability to UK or Irish
stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (together with interest and penalties) is payable in respect of
the issue of the Placing Shares, neither the Joint Bookrunners nor
the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Bookrunners (in their capacity as Joint Bookrunners
and placing agents of the Company in respect of the Placing) and
the Company, in each case as a fundamental term of its application
for Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. that the Ordinary Shares are admitted to trading on the AIM
market of the London Stock Exchange and the Euronext Growth market
of Euronext Dublin, and that the Company is therefore required to
publish certain business and financial information in accordance
with the EU Market Abuse Regulation (2014/596/EU) ("EU MAR") and EU
MAR as it forms part of UK domestic law by virtue of the EUWA ("UK
MAR") and the rules and practices of the London Stock Exchange and
Euronext Dublin (collectively, the "Exchange Information"), 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, and similar statements for preceding financial years and
that it has reviewed such Exchange Information and that it is able
to obtain or access such Exchange Information, or comparable
information concerning any other publicly traded company, without
delay;
4. that none of the Joint Bookrunners or the Company or any of
their respective Affiliates nor any person acting on behalf of any
of them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the Placing
or the Company or any other person other than this Announcement,
nor has it requested any of the Joint Bookrunners, the Company, or
any of their respective Affiliates nor any person acting on behalf
of any of them to provide it with any such material or
information;
5. unless otherwise specifically agreed with the Joint
Bookrunners, that it is not, and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of a Restricted Territory or any other
jurisdiction in which it would be unlawful to make or accept an
offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
6. that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Joint
Bookrunners or any of their respective Affiliates or any person
acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Joint
Bookrunners or the Company and none of the Joint Bookrunners or the
Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that none of the Joint Bookrunners or any of their respective
Affiliates have made any representations to it, express or implied,
with respect to the Company, the Placing and/or the Placing Shares
or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in
respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Bookrunners, any of their respective Affiliates or any person
acting on the Joint Bookrunners' or any of their respective
Affiliates' behalf and understands that (i) none of the Joint
Bookrunners or any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for public
information or any representation; (ii) none of the Joint
Bookrunners or any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
document or otherwise; and that (iii) none of the Joint Bookrunners
or any of their respective Affiliates nor any person acting on
their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
Announcement or otherwise;
8. that 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 liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. that it acknowledges that no action has been or will be taken
by the Company, the Joint Bookrunners or any person acting on
behalf of the Company or the Joint Bookrunners that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
10. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective Affiliates acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the
Placing;
11. that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, section 118 of the Financial Services and Markets
Act 2000, as amended (the "FSMA"), EU MAR and UK MAR and in
connection with money laundering and terrorist financing under the
Criminal Justice (Money Laundering and Terrorist Financing) Acts
2010 and 2013 (as amended) (in Ireland) the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Money Laundering Regulations 2007 (the "Regulations") and the
Money Laundering Sourcebook of the FCA 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. Each Placee acknowledges and
agrees that if within a reasonable time after a request for
verification of identity, the Joint Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners may, in their
absolute discretion, terminate the Placee's Placing Participation
in which event all funds delivered by the Placee to the Joint
Bookrunners will be returned without interest to the account of the
drawee bank or Euroclear securities account from which they were
originally debited;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Bookrunners and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person);
14. if in a member state of the EEA or the UK and except as
disclosed in this Announcement under "Details of the Placing", that
it is a "Qualified Investor" within the meaning of Article 2(e) of
the Prospectus Regulation or the UK Prospectus Regulation (as the
case may be);
15. if in the United Kingdom, that it is a person (i) who falls
within the definition of "investment professional" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (ii) who falls within
Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the FPO or (iii) to whom this Announcement
may otherwise lawfully be communicated and it undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
16. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into 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;
17. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on
behalf of each such account;
18. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
19. if it is acting as a financial intermediary, as that term is
used in the Prospectus Regulation and the UK Prospectus Regulation,
that the Placing Shares acquired by it in the Placing will not be
acquired for on a nondiscretionary basis on behalf of, nor will
they be acquired for with a view to their offer or resale to,
persons in a member state of the EEA or the UK other than Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the proposed offer or
resale;
20. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to
Qualified Investors or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
21. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
22. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
23. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
24. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged or
required another person to deal in the securities of the Company;
or (iii) disclosed such information to any person except as
permitted by EU MAR or UK MAR (as the case may be), prior to the
information being made publicly available;
25. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Joint Bookrunners, any of their Affiliates or any person acting
on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti money laundering requirements of any
territory in connection with the Placing and (iv) that the
subscription for and purchase of the Placing Shares by it or any
person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise;
26. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Bookrunners may in their absolute discretion determine and
without liability to such Placee. Each Placee acknowledges and
agrees that it will, however, 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;
27. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Joint Bookrunners
or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
28. that none of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on their behalf, is
making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Bookrunners and that the Joint Bookrunners do not have any
duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of the Joint Bookrunners rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
29. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Each Placee acknowledges and agrees that none of
the Joint Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
duties or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify each of
the Joint Bookrunners and the Company and any of their respective
Affiliates in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the Euroclear
Bank securities clearance account of finnCap, Davy or Shard (as the
case may be) who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
30. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of Ireland and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the Irish courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Joint Bookrunners or the Company 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;
31. that each of the Joint Bookrunners and the Company and their
respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to each of the Joint Bookrunners on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Bookrunners and the Company to produce
this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
32. that it will indemnify on an after-tax basis and hold each
of the Joint Bookrunners and the Company and their respective
Affiliates and any person acting on their behalf harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
33. acknowledges that it irrevocably appoints any director of
the Joint Bookrunners as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares agreed to be taken up by it under the
Placing;
34. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein 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 the Joint Bookrunners
conduct of the Placing;
35. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Joint Bookrunners, (iv) it has had
sufficient time to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including
the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment, and (v)
it will not look to the Company or the Joint Bookrunners or any of
their respective Affiliates or any person acting on their behalf
for all or part of any such loss or losses it or they may
suffer;
36. acknowledges and agrees that none of the Joint Bookrunners
or the Company owe any fiduciary or other duties to it or any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
37. understands and agrees that it may not rely on any
investigation that the Joint Bookrunners or any person acting on
their behalf may or may not have conducted with respect to the
Company and its Affiliates or the Placing and the Joint Bookrunners
have not made any representation or warranty to it, express or
implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company and its Affiliates, or as to
any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to acquire the Placing Shares.
It acknowledges and agrees that no information has been prepared
by, or is the responsibility of, the Joint Bookrunners for the
purposes of the Placing;
38. acknowledges and agrees that it will not hold any of the
Joint Bookrunners or any of their respective Affiliates or any
person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the
"Information") and that none of the Joint Bookrunners of any of
their respective Affiliates or any person acting on their behalf,
makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
39. that in connection with the Placing, the Joint Bookrunners
and any of their respective Affiliates acting as an investor for
its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such
shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint
Bookrunners and any of their respective Affiliates acting in such
capacity. In addition, the Joint Bookrunners may enter into
financing arrangements and swaps with investors in connection with
which the Joint Bookrunners may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. None of the Joint Bookrunners or any of their respective
Affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
40. acknowledges that (i) the Placing Shares have not been and
will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction of the United
States, nor approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission in the United
States or any other United States regulatory authority; (ii) the
Placing Shares are being offered and sold (a) in the United States
to a limited number of QIBs in accordance with Rule 144A or
pursuant to an available exemption from the registration
requirements of the Securities Act in a transaction not involving
any "public offering", (b) outside the United States in reliance on
Regulation S, or (c) pursuant to another transaction exempt from or
not subject to the registration requirements of the Securities Act
and (iii) the Placing Shares may not be reoffered, resold, pledged
or otherwise transferred except in transactions not requiring
registration under the Securities Act;
41. represents and warrants that unless it is a QIB in the
United States to whom the Placing Shares will be offered on a
private placement basis, (a) each of it and each beneficial owner
of the Placing Shares for whom it is acting is and at the time the
Placing Shares are acquired will be, located outside the United
States and is and will be acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S and (b) it will not offer or sell, directly or
indirectly, any of the Placing Shares except in an "offshore
transaction" in accordance with Regulation S or in the United
States pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act; and
42. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or it is located outside the United States and it
is not acquiring any of the Placing Shares as a result of any form
of directed selling efforts (as defined in Regulation S).
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Joint Bookrunners
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none of the Joint Bookrunners or the
Company owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in
the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as agent) free of Irish stamp duty and stamp duty reserve tax in
the UK relates only to their allotment and issue to Placees, or
such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question.
Such agreement also assumes, and is based on a warranty from
each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Joint Bookrunners nor the Company are liable to bear
any stamp duty or stamp duty reserve tax or any other similar
duties or taxes (transfer taxes) that arise on a sale of Placing
Shares, if there are any such arrangements, or any arrangements
that arise subsequent to their acquisition by Placees or for
transfer taxes arising otherwise than under the laws of Ireland or
the United Kingdom. Each Placee should, therefore, take its own
advice as to whether any such transfer tax liability arises.
Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold the Joint Bookrunners and/or the Company and their
respective Affiliates harmless from any and all interest, fines or
penalties in relation to transfer taxes to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that any of the Joint Bookrunners or any of
their respective Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint
Bookrunners is receiving a fee in connection with their role in
respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under the FSMA or the Central Bank of Ireland. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from the Joint Bookrunners money in
accordance with the client money rules and will be used by the
Joint Bookrunners in the course of its own business; and the Placee
will rank only as a general creditor of the Joint Bookrunners.
All times and dates in this Announcement may be subject to
amendment by the Joint Bookrunners (in its absolute discretion).
The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners and the Company
under these Terms and Conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
DEFINITIONS
In this Announcement:
"Admission" means the admission of the Placing Shares to trading
on the Alternative Investment Market of the London Stock Exchange
and the Euronext Growth market of Euronext Dublin;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D
under the Securities Act or Rule 405 under the Securities Act, as
applicable;
"AIM" means the AIM market operated by the London Stock
Exchange;
"Announcement" means this Announcement (including the Appendix
to this Announcement);
"Bookbuild" means the bookbuilding process to be commenced by
the Joint Bookrunners to use reasonable endeavours to procure
placees for the Placing Shares, as described in this Announcement
and subject to the terms and conditions set out in this
Announcement and the Placing Agreement;
"Business Day" any day on which banks in the City of London and
Dublin are open for business (excluding Saturdays, Sundays and
public holidays)
"Circular" means a circular setting out full details of the
proposals to be considered at the EGM including the notice of
EGM;
"Company" or "ENGAGE XR" means ENGAGE XR plc;
"Davy" means J&E Davy Unlimited Company (trading as
Davy);
"Directors" means the directors of the Company from time to
time;
"EEA" means the European Economic Area;
"EGM" means the extraordinary general meeting of the Company to
be held at 11:00 a.m. at Unit 9, Cleaboy Business Park, Old
Kilmeaden Road, Waterford, X91 AX83, Ireland on 3 March 2023 at
which the Resolutions are to be proposed;
"EU MAR" means the Market Abuse Regulation (EU) 596/2014;
"Euroclear Bank" means Euroclear Bank SA/NV;
"Euroclear System" means the central securities depositary
system operated by Euroclear Bank;
"Euronext Dublin" means The Irish Stock Exchange plc, trading as
Euronext Dublin;
"Euronext Growth" means the Euronext Growth market operated by
Euronext Dublin;
"EUWA" means the European Union (Withdrawal) Act 2018;
"FCA" means the UK Financial Conduct Authority;
"finnCap" means finnCap Ltd;
"Form of Proxy", means the personalised form of proxy for use by
Shareholders in connection with the EGM;
"FPO" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended;
"FSMA" means the Financial Services and Markets Act 2000, as
amended;
"Group" means the Company and its subsidiaries;
"HTC" means H.T.C. (B.V.I.) Corporation and its affiliate;
"Joint Bookrunners" means Davy, finnCap and Shard;
"London Stock Exchange" means London Stock Exchange plc;
"Ordinary Share" means an ordinary share of EUR0.001 in the
capital of the Company;
"Placee" means any person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
"Placing" means the placing of the Placing Shares by the Joint
Bookrunners, on behalf of the Company;
"Placing Admission" means the admission of the Placing Shares to
trading on the Alternative Investment Market of the London Stock
Exchange and the Euronext Growth market of Euronext Dublin;
"Placing Agreement" means the placing agreement dated the same
date as this Announcement between the Company and the Joint
Bookrunners in respect of the Placing;
"Placing Price" means the 4 pence per Ordinary Share;
"Placing Shares" means the new Ordinary Shares to be issued by
the Company to Placees pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129;
"QIB" means a qualified institutional buyer as defined in Rule
144A;
"Regulation S" means Regulation S promulgated under the
Securities Act;
"Regulatory Information Service" means an information service
that is approved by Euronext Dublin and the London Stock
Exchange;
"Resolutions", means the resolutions to be proposed at the EGM
as set out in the Circular;
"Restricted Territory" means the United States, Australia,
Canada or Japan;
"Rule 144A" means Rule 144A under the Securities Act;
"Securities Act" means the U.S. Securities Act of 1933, as
amended;
"Shard" means Shard Capital Partners LLP;
"Shareholders" means the registered holders of Ordinary
Shares;
"Terms and Conditions" means the terms and conditions of the
Placing set out in the Appendix to this Announcement;
"UK MAR" means the Market Abuse Regulation (EU) 596/2014 as it
forms part of the domestic law of the UK by virtue of the EUWA;
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it
forms part of the domestic law of the UK by virtue of the EUWA;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
"EUR" means the lawful currency of Ireland; and
"Stg" or "GBP" means pound sterling, the lawful currency of the
UK and pence means pence sterling.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
IOEUPUCWPUPWGBA
(END) Dow Jones Newswires
February 06, 2023 02:00 ET (07:00 GMT)
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