TIDMXLM
RNS Number : 0523C
XLMedia PLC
16 January 2018
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SHARES OR OTHER SECURITIES OF XLMEDIA PLC IN ANY JURISDICTION
IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE
SEE THE APPIX AT THE OF THIS ANNOUNCEMENT.
For immediate release 16 January 2018
XLMedia PLC
("XLMedia" or "the Group" or "the Company")
Proposed placing of up to 16m ordinary shares
XLMedia (AIM: XLM), a leading provider of digital performance
marketing, is pleased to announce its intention to conduct a
placing of up to 16 million new ordinary shares in the Company (the
"Placing Shares") to fund its ongoing acquisition strategy (the
"Placing").
Since listing on AIM in March 2014, an integral part of the
Company's growth strategy has been the ongoing investment in
organic growth initiatives supported by selective bolt-on
acquisitions. Since January 2017, the Company has completed a
number of successful transactions for an aggregate consideration of
approximately $46 million and paid an additional $16 million in
dividends from existing cash resources.
The Board believes the Group operates in fragmented markets and
that this, together with its strong position in the market, its
scale and expertise, provides XLMedia with great opportunities to
consolidate the market and to provide additional growth, expand the
Group's vertical and geographic footprints as well as enhance its
technological capabilities. The Board has identified a strong
pipeline of acquisition opportunities and is in various stages of
due diligence with respect to several of these opportunities,
although there can be no certainty that these will lead to
successful acquisitions in the near term. The Board therefore
believes the Placing will better position the Group to take
advantage of the opportunities as they become available.
Assuming maximum take-up in the Placing, the Placing Shares will
represent approximately 7.8% of the Company's current outstanding
issued share capital.
XLMedia has entered into a placing agreement with Joh.
Berenberg, Gossler & Co. KG ("Berenberg") to act as Sole
Bookrunner in relation to the Placing.
The sale of Placing Shares will be made to institutional
investors only and will be by means of an accelerated bookbuild
offering, which is to begin immediately. A further announcement
will be made following completion of the bookbuild and pricing of
the Placing.
Following completion of the Placing and admission of the Placing
Shares to trading on AIM ("Admission"), the Company has agreed,
inter alia, that it will not issue any further shares for a period
of 90 days following Admission without Berenberg's consent.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
For further information, please contact:
XLMedia plc Ory Weihs www.xlmedia.com Tel: 020 8817 5283
Vigo Communications Jeremy Garcia Tel: 020 7830 9703
/ Fiona Henson / Kate Rogucheva
www.vigocomms.com
Berenberg (Sole Bookrunner and Tel: 020 3207 7800
Joint Broker) Chris Bowman /
Mark Whitmore www.berenberg.com
Cenkos Securities plc (Nomad Tel: 020 7397 8900
and Joint Broker) Camilla Hume/Mark
Connelly www.cenkos.com
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing 16 January 2018
Announcement of closing of Placing 17 January 2018
Admission of the Placing Shares 22 January 2018
to trading on AIM and settlement
Further information
Berenberg, which is authorised by the German Federal Financial
Conduct Authority and subject to limited regulation by the
Financial Conduct Authority ("FCA"), is acting exclusively for the
Company and for no--one else in relation to the Placing, and will
not be responsible to any other person for providing the
protections afforded to its clients nor for providing advice in
connection with the matters contained in this announcement.
Cenkos, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and for no--one
else, and will not be responsible to any other person for providing
the protections afforded to its clients nor for providing advice in
connection with the matters contained in this announcement.
Members of the general public are not eligible to take part in
the Placing. This announcement and any offer of securities to which
it relates are only addressed to and directed at persons who (i)
have professional experience in matters relating to investments who
fall within article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) ("Order"); or
(ii) fall within article 49(2)(a) to (d) of the Order or (iii) are
persons to whom an offer of the Placing Shares may otherwise
lawfully be made (all such persons together being referred to as
"Relevant Persons"). The information regarding the Placing set out
in this announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
This announcement (including the Appendix) does not constitute
or form part of any offer or any solicitation to purchase or
subscribe for securities in the United States. The Placing Shares
have not been, and will not be, registered under the US Securities
Act of 1933, as amended ("Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States, and,
absent registration, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering
of, or invitation to the public in respect of, the Placing Shares
in the United States or elsewhere.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by Berenberg, Cenkos or their agents
or affiliates that would, or which is intended to, permit a public
offer of, or invitation to the public in respect of, the Placing
Shares in any jurisdiction or possession or distribution of this
announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by Berenberg and Cenkos to inform
themselves about and to observe any applicable restrictions.
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 Berenberg, Cenkos nor by any of their
respective affiliates, partners or agents (or any of their
respective directors, officers, employees or advisers), as to or in
relation to, the contents, accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of either of Berenberg or Cenkos or any of their
respective affiliates in connection with the Company or the
Placing, and any liability therefor is expressly disclaimed.
Berenberg, Cenkos and each of their respective affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
announcement.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by
Berenberg, Cenkos or any of their agents or affiliates.
Forward-looking statements
This announcement contains statements about the Group that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of the Company.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), the
Company does not undertake any obligation to update publicly or
revise any forward-looking statements (including to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to the Company or any persons acting on its behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
the Company at the date of this announcement, unless some other
time is specified in relation to them, and the posting or receipt
of this announcement shall not give rise to any implication that
there has been no change in the facts set forth herein since such
date.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; 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 Offer. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Berenberg will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX - TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ISRAEL OR ANY
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER
OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED NOR, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL ANY SUCH MONEY, SECURITIES OR OTHER
CONSIDERATION BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the Placees), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular each such Placee represents, warrants,
acknowledges and undertakes to the Company and Berenberg that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Berenberg has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
3. it is acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S under the
Securities Act; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix.
The Company and Berenberg will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa or Israel, or in any jurisdiction in which
such publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of, or invitation to
the public in respect of, securities of the Company is being made
in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in offshore
transactions in accordance with Regulation S.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan,
the Republic of South Africa or Israel. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or Israel, or any other jurisdiction outside the
United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Further information " section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Berenberg has entered into the Placing Agreement with the
Company under which Berenberg has conditionally agreed on the terms
and subject to the conditions set out therein, as agent for the
Company, to use its reasonable endeavours to place the Placing
Shares at the Issue Price with certain institutional investors. The
Placing is not being underwritten by Berenberg or any other
person.
The number of Placing Shares at the Issue Price will be
determined following completion of the Accelerated Book Build as
set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Shares,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Existing Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made for admission of the Placing Shares to
trading on AIM. It is expected that settlement of any such shares
and Admission will become effective on or around 8.00 am on 22
January 2018 and that dealings in the Placing Shares will commence
at that time.
Accelerated Book Build
Berenberg will today commence an Accelerated Book Building
process in respect of the Placing to determine demand for
participation in the Placing by any Placees at the Issue Price.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Accelerated Book Build. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
Berenberg and the Company shall be entitled to effect the
Placing (in whole or in part) by such alternative method to the
Accelerated Book Build as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Berenberg is acting as Sole Bookrunner to the Placing, as
agent for and on behalf of the Company. Berenberg is regulated by
the FCA, is acting exclusively for the Company and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than the Company for
providing the protections afforded to the clients of Berenberg or
for providing advice in relation to the Placing and the matters
described in this Announcement.
2. Berenberg is arranging the Accelerated Book Build and Placing
as an agent of the Company.
3. Participation in the Accelerated Book Build will only be
available to persons who may lawfully be, and are, invited to
participate by Berenberg. Berenberg and its affiliates are entitled
to enter bids in the Accelerated Book Build as principal.
4. The Accelerated Book Build will establish the number of
Placing Shares to be issued at the Issue Price, which will be
agreed between Berenberg and the Company following completion of
the Accelerated Book Build. The number of Placing Shares will be
announced via a Regulatory Information Service following the
completion of the Accelerated Book Build.
5. To bid in the Accelerated Book Build, prospective Placees
should communicate their bid by telephone to their usual sales
contact at Berenberg. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Bids may be scaled down by Berenberg on the basis
referred to paragraph 9 below.
6. The timing of the closing of the Accelerated Book Build will
be at the discretion of Berenberg. Berenberg may, in agreement with
the Company, accept bids that are received after the Accelerated
Book Build has closed.
7. Each Placee's allocation will be confirmed to Placees orally,
or by email, by Berenberg following the close of the Accelerated
Book Build and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Berenberg's oral or
emailed 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 Berenberg and the Company, under
which it agrees to subscribe for the number of Placing Shares
allocated to it at the Issue Price on the terms and conditions set
out in this Appendix (which are deemed to be incorporated in such
trade confirmation or contract note) and in accordance with the
Articles of Association.
8. The Company will make a further announcement following the
close of the Accelerated Book Build detailing the number of Placing
Shares to be issued at the Issue Price.
9. Subject to paragraphs 5 and 6 above, Berenberg may choose to
accept or reject bids, either in whole or in part, on the basis of
allocations determined at its discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as they may determine. Berenberg may also, notwithstanding
paragraphs 5 and 6 above, subject to the prior consent of the
Company: (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Accelerated Book Build has closed
to any person submitting a bid after that time.
10. A bid in the Accelerated Book Build will be made on the
terms and subject to the conditions in this Announcement and will
be legally binding on the Placee on behalf of which it is made and,
except with the consent of Berenberg, 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 Berenberg, to pay to Berenberg (or as
Berenberg may direct) on behalf of the Company in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares for which such Placee has agreed to subscribe. Each
Placee's obligations will be owed to Berenberg.
11. Except as required by law or regulation, no press release or
other announcement will be made by Berenberg 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.
12. 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".
13. All obligations under the Accelerated Book Build and Placing
will be subject to fulfilment 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 "Rights to
terminate the Placing Agreement".
14. By participating in the Accelerated Book Build, 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.
15. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Berenberg nor any of its affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and
Berenberg shall have no liability to any Placee for the failure of
the Company to fulfil those obligations. In particular, neither
Berenberg nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of Berenberg's conduct of the Accelerated Book Build or
of such alternative method of effecting the Placing (in whole or in
part) as Berenberg and the Company may agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(a) none of the warranties or undertakings in the Placing
Agreement being untrue, inaccurate or misleading;
(b) the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
(c) the Issue Price being agreed between the Company and Berenberg;
(d) the Placing Agreement not having been terminated in accordance with its terms; and
(e) Admission becoming effective by no later than 8.00 a.m. on
22 January 2018 (or such later date as the Company and Berenberg
may agree (being not later than 8.00 a.m. on 31 January 2018).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or, where
capable of waiver, waived by Berenberg by the respective time or
date where specified (or such later time or date as the Company and
Berenberg may agree, but not being later than 8.00 am on 31 2018);
(ii) any of such conditions becomes incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in its entirety 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 the Placee against
Berenberg in respect thereof.
Berenberg may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, 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 conditions relating to Admission taking place and the
Issue Price being agreed may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Neither Berenberg nor the Company 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 they 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
they either 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 Berenberg.
Rights to terminate the Placing Agreement
Berenberg is entitled, at any time before Admission, to
terminate its obligations under the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) a breach of the warranties or the indemnities given by the
Company in the Placing Agreement; or
(b) a breach by the Company of any of its obligations under the Placing Agreement; or
(c) in Berenberg's opinion, there having been a materially
adverse change in the context of the Placing or Admission; or
(d) the occurrence of a force majeure event which, in the
opinion of Berenberg, will or is likely to be prejudicial to the
Group or the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in these terms and
conditions and will not be subject to termination by the Placee or
any prospective Placee at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by
Berenberg of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of
Berenberg, and that it need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and any Placees' commitments will be
made solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below).
The Placing is a private placing involving a limited number of
institutional and other investors. Accordingly, no prospectus will
be issued by the Company within the meaning of the Companies
(Jersey) Law 1991 (as amended) (or any subordinate legislation
thereunder), and the consent of the Jersey Registrar of Companies
will not be sought or obtained, in connection with the Placing.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Berenberg or any other person and
neither Berenberg nor the Company nor 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 (or any of them) may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by any of Berenberg, the Company, or their respective
officers, directors, employees or agents.
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. Neither
the Company nor Berenberg is making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00BH6XDL31) following Admission will take place within CREST
provided that, subject to certain exceptions, Berenberg reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
they deem necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the close of the Accelerated Book Build, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with Berenberg, stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount
owed by such Placee to Berenberg (in GBP) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with Berenberg.
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 (2) percentage points above LIBOR as
determined by Berenberg.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Berenberg may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Berenberg's account and benefit (as agent
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Berenberg all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Berenberg lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
The relevant settlement details are as follows:
Expected trade date: 22 January 2018
Expected settlement date: 22 January 2018 (Electronic)
ISIN code for the Placing Shares: JE00BH6XDL31
CREST participant ID of Berenberg: 5KQAQ
Deadline for input of instructions into CREST: 2p.m. (UK time)
on 18 January 2018
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Berenberg:
1. it represents and warrants that it has read and understood
this Announcement, including the Appendix, in its entirety and that
its subscription for Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. it acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. it acknowledges that the Existing Shares are admitted to
trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules and the Market Abuse Regulation (EU Regulation No.
596/2014 ("MAR")) (collectively "Exchange Information");
4. it acknowledges that none of Berenberg, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Berenberg, the Company,
any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such information;
5. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Berenberg, their respective affiliates or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company, 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 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 representations, warranties or statements made
by any of Berenberg or the Company, or, if received, it has not
relied upon any such information, representations, warranties or
statements and neither Berenberg nor 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 solely on its own investigation of the business, financial
or other position of the Company in deciding to participate in the
Placing and it will not rely on any investigation that Berenberg,
its affiliates or any person acting on behalf of any of them has or
may have conducted;
6. it represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. it acknowledges that none of Berenberg, its affiliates or any
person acting on behalf of any of them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
8. it represents and warrants that it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant
Regulation S under the Securities Act;
9. it acknowledges that it is acquiring the Placing Shares for
its own account or for one or more accounts for which, in each
case, it exercises sole investment discretion, for investment
purposes and not with a view to any distribution or for resale in
connection with, the distribution thereof in whole or in part, in
the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
10. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any state
or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
11. unless otherwise specifically agreed in writing with
Berenberg, it represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of the
United States, Australia, Canada, Japan, the Republic of South
Africa or Israel;
12. it acknowledges that the Placing Shares have not been and
will not be registered under the securities legislation of the
United States, Australia, Canada, Japan, the Republic of South
Africa or Israel and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within those jurisdictions;
13. it acknowledges that the consent of the Jersey Registrar of
Companies will not be sought or obtained in connection with the
Placing;
14. it represents and warrants that the issue 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 the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
15. it represents and warrants that: (i) it has complied with
its obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations or other applicable law (together,
the Regulations); and, if making payment on behalf of a third
party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the
Regulations 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 and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to
Berenberg such evidence, if any, as to the identity or location or
legal status
of any person which Berenberg may request from it in connection
with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Berenberg on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Berenberg may
decide at its sole discretion;
16. it represents and warrants that, to the extent it has
received any inside information (for the purposes of MAR and
section 56 of the Criminal Justice Act 1993 or other applicable
law) in relation to the Company and its securities, it has not: (a)
dealt (or attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed inside
information to any person, prior to the information being made
publicly available;
17. it acknowledges that it has consented to receive information
in respect of securities of the Company and other price-affected
securities (as defined in the Financial Services and Markets Act
2000, as amended ("FSMA")) which makes it an "insider" for the
purposes of Part V of FSMA and MAR, and it agrees not to deal in
any securities of the Company until such time as the inside
information (as defined in FSMA) of which it has been made aware
has been made public for the purposes of FSMA or it has been
notified by Berenberg or the Company that the proposed Placing will
not proceed and any unpublished price sensitive information of
which it is aware has been publicly announced, and, other than in
respect of its knowledge of the proposed Placing, it has neither
received nor relied on any confidential price sensitive information
concerning the Company or the Placing Shares;
18. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, it represents and warrants that
the Placing Shares purchased 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 a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Berenberg has been
given to the offer or resale;
19. it represents and warrants that it has not offered or sold
and, prior to the expiry of a period of six (6) months from
Admission, (a) will not offer or sell any Placing Shares to persons
in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA and (b) will
not offer or sell any Placing Shares which will result in an
invitation to the public within the meaning of the Companies
(Jersey) Law 1991 (as amended) (or any subordinate legislation
thereunder);
20. it represents and warrants that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive;
21. it represents and warrants 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 FSMA) relating to the
Placing Shares in circumstances which do not require the approval
of the communication by an authorised person under section 21(1) of
FSMA;
22. it represents and warrants that it has complied and will
comply with all applicable provisions of FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
23. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Berenberg in writing, it
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive;
24. if in the United Kingdom, it represents and warrants that it
is a person: (i) who is an investment professionals within the
meaning of Article 19(5) of the Order; (ii) who falls within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order; or (iii) to whom this
Announcement may otherwise be lawfully communicated;
25. it represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to
this 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;
26. where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in
writing by each managed account: (a) to acquire the Placing Shares
for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the Announcement of which it forms
part; and (c) to receive on its behalf any investment letter
relating to the Placing in the form provided to you by
Berenberg;
27. it undertakes 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, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Berenberg may in its sole
discretion determine and without liability to such Placee and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
28. it acknowledges that none of Berenberg, its affiliates, or
any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability 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 treated for these purposes as a client of Berenberg
and that Berenberg has no duties or responsibilities to it for
providing the protections afforded to its 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 its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
29. it undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. Neither Berenberg nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Berenberg in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Berenberg who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
30. it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Berenberg 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. it acknowledges that time shall be of the essence as regards
to obligations pursuant to this Appendix to the Announcement;
32. it agrees it will be bound by the terms of the Articles of Association;
33. it agrees that the Company, Berenberg, and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Berenberg on their own behalf and
on behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
34. it agrees to indemnify on an after-tax basis and hold the
Company, Berenberg and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing;
35. it acknowledges that no action has been or will be taken by
any of the Company, Berenberg or any person acting on behalf of the
Company or Berenberg that would, or is intended to, permit a public
offer of, or an invitation to the public in respect of, the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
36. it acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
37. it acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms 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 conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Berenberg for
itself and the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Berenberg will be responsible, and the Placee to whom (or on behalf
of whom, or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Berenberg in
the event that any of the Company and/or Berenberg has incurred any
such liability to UK stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify
Berenberg accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Berenberg does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Berenberg or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Berenberg, any money held in an account with Berenberg
on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Berenberg's money in accordance with
the client money rules and will be used by Berenberg in the course
of their own business and the Placee will rank only as a general
creditor of Berenberg.
All times and dates in this Announcement may be subject to
amendment. Berenberg shall notify the Placees and any person acting
on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement
unless otherwise stated:
Admission the admission of the New Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
------------------------ -----------------------------------------
AIM the market of that name operated
by the London Stock Exchange
------------------------ -----------------------------------------
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange from
time to time
------------------------ -----------------------------------------
Announcement this announcement, including the
appendix
------------------------ -----------------------------------------
Articles of Association the memorandum of association
and articles of association of
the Company (as amended from time
to time)
------------------------ -----------------------------------------
Berenberg Joh.Berenberg, Gossler & Co. KG
------------------------ -----------------------------------------
CREST the relevant system (as defined
in the CREST Regulations) in respect
of which Euroclear UK & Ireland
Limited is the operator
------------------------ -----------------------------------------
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001 No.3755),
as amended and/or the Companies
(uncertificated securities (Jersey)
Order 1999, as amended
------------------------ -----------------------------------------
Existing Shares Shares in issue as at the date
of the Placing Agreement
------------------------ -----------------------------------------
FCA the Financial Conduct Authority
------------------------ -----------------------------------------
Group the Company and its subsidiaries
from time to time
------------------------ -----------------------------------------
Issue Price the price per Placing Share as
may be agreed between Berenberg
and the Company and released through
a Regulatory Information Service
------------------------ -----------------------------------------
London Stock Exchange the London Stock Exchange plc
------------------------ -----------------------------------------
Placing the proposed placing of the Placing
Shares by Berenberg on behalf
of the Company at the Issue Price
pursuant to the Placing Agreement
------------------------ -----------------------------------------
Placing Agreement the agreement dated 16 January
2018 between the Company and Berenberg
relating to the Placing
------------------------ -----------------------------------------
Placing Shares up to 16,000,000 new Shares proposed
to be allotted and issued by the
Company pursuant to the Placing
with the final number to be released
through a Regulatory Information
Service
------------------------ -----------------------------------------
Regulatory Information one of the regulatory information
Service services authorised by the FCA
acting in its capacity as the
UK listing authority to receive,
process and disseminate regulatory
information
------------------------ -----------------------------------------
Shares shares of US$0.000001 each in
the Company
------------------------ -----------------------------------------
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
------------------------ -----------------------------------------
"United States" the United States of America,
or "US" its territories and possessions,
any state of the United States
of America and the District of
Columbia and any other area subject
to its jurisdiction
------------------------ -----------------------------------------
-end-
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBLGDBGDBBGIL
(END) Dow Jones Newswires
January 16, 2018 11:36 ET (16:36 GMT)
Xlmedia (LSE:XLM)
Historical Stock Chart
From Apr 2024 to May 2024
Xlmedia (LSE:XLM)
Historical Stock Chart
From May 2023 to May 2024