TIDMZOO
RNS Number : 0185U
Zoo Digital Group PLC
30 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ZOO DIGITAL GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ZOO DIGITAL
GROUP PLC
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
30 March 2021
ZOO Digital Group plc
("ZOO", the "Group" or the "Company")
Proposed Placing to raise approximately GBP 7.0 million ($9.6 million)
ZOO Digital Group plc (AIM: ZOO), a leading provider of
end-to-end cloud-based localisation and media services to the
global entertainment industry, announces its intention to carry out
a non-pre-emptive fundraise by way of a placing (the "Placing")
through the issue and allotment of approximately 7,000,000 Ordinary
Shares (the "Placing Shares") to raise gross proceeds for the
Company of approximately GBP7.0 million ($9.6 million) at a price
of 100 pence per Placing Share (the "Issue Price").
The Issue Price of 100 pence per share which represents a
discount of approximately 6.1 per cent. to the closing price on 29
March 2021 (being the last practicable date prior to this
Announcement).
The Placing is being conducted through an accelerated book
building process (the "Bookbuild") to be undertaken by Stifel
Nicolaus Europe Limited ("Stifel"), who will be acting as the sole
bookrunner. The Bookbuild will be launched immediately following
the release of this Announcement. The Placing is subject to the
terms and conditions set out in the Appendix to this
Announcement.
Key highlights
-- Proposed placing to raise approximately GBP7.0 million ($9.6
million) (before expenses) by way of the proposed Placing at the
Issue Price .
-- The Directors intend to use the net proceeds of the Placing
(the "Proceeds") to accelerate the Company's commercial position by
building balance sheet strength in order to further scale the
Company's business by:
-- Growing the R&D team including establishing a longer range research function
-- Establishing regional hubs for media services (India, South East Asia)
-- Expanding international business development
-- Expanding the service delivery teams
-- Increasing capital expenditure
-- Providing general working capital.
-- The Issue Price represents a discount of approximately 6.1
per cent. to the closing price on 29 March 2021, being the last
practical date prior to the publication of this Announcement.
-- The Company forecasts that the Proceeds of the Placing will
provide sufficient working capital to the Company in the current
macroeconomic environment for at least the next 12 months.
Current Trading and Outlook
The Directors continue to see accelerating and improving
momentum within the business, with current market conditions
presenting a unique opportunity to seize market share as the
competitive landscape undergoes structural adjustment. While the
Company continues to benefit from the migration of back catalogues
to streaming, the demand for new content is growing and when new
title production resumes in earnest, the Board anticipates there
being greater demand for ZOO's services.
The Board reiterates its guidance given in the announcement of
26 January 2021 that revenues for the full year are expected to be
at least $38 million (FY20: $29.8 million), an acceleration of
growth in the second half over the first half of 32 per cent.
Stuart Green, Chief Executive Officer of ZOO, commented:
"The structural shift to remote working within our sector has
gathered pace over the last 12 months alongside the accelerated
adoption of streaming services and demand for back catalogue
programming. As a leading innovator in the sector, ZOO is well
placed to address the significant and growing requirements of the
global entertainment industry for our cloud-based market-leading
services.
"The proceeds from this fundraise will enable ZOO to boost our
R&D capabilities and expand our international business to
further build on our position within the market.
"With a medium-term target to achieve $100m in sales, we plan to
continue to invest for growth and win market share to become one of
the largest end-to-end vendors in an expanding global market."
Enquiries:
ZOO Digital Group plc
Stuart Green
Phillip Blundell +44 (0)114 241 3700
Stifel (Nominated Adviser and Broker)
Fred Walsh / Luisa Orsini Baroni +44 (0)20 7710 7600
Instinctif Partners z oo@ instinctif.com
Matthew Smallwood / Kay Larsen
Rosie Driscoll / Hannah Campbell
About ZOO Digital Group plc:
ZOO supports major Hollywood studios and streaming services to
globalise their content and reach audiences everywhere, by
providing world-leading, technology-enabled localisation and media
services.
Founded in 2001, ZOO operates from hubs in Los Angeles, London
and Dubai, with a development and production centre in Sheffield,
UK. The Company is targeting $100m sales in the medium term.
The Group provides media services through its platforms that
include: ZOOsubs, ZOOdubs, ZOOstudio. Its full-service proposition
delivers the end-to-end services required to prepare both original
and catalogue content for digital distribution; these services
include dubbing, subtitling and captioning, metadata creation &
localisation, artwork localisation and media processing. Alongside
this offering, ZOO also provides its customers with management
platforms and strategic solutions to support their own internal
globalisation operations.
ZOO uses its innovative technology-enabled approach to help its
customers reduce time to market, lower costs and deliver high
quality products to their global audiences. The business has
frameworks in place with major Hollywood studios and streaming
services. Its customers include Disney, NBCUniversal, HBO and
ViacomCBS.
ZOO's competitive advantage arises from three interlinking
factors - the innovative role it has played in the digital
transformation of its sector; the proprietary platforms that it
develops to enable this transformation; and the global supply chain
of thousands of freelancers, working collaboratively in ZOO's
platforms, which delivers services that scale easily to meet
demand. These factors combine to make ZOO well placed to capitalise
on new market opportunities in a fast-paced and evolving
industry.
Background to the Placing and use of Proceeds
Over the past 12 months there has been a structural shift of the
sector, accelerated by COVID-19. The industry has seen a dramatic
rise in subscriptions to streaming video on demand services. New
platforms launched by major media companies are expanding the
choice of services and the associated exclusive content available
to consumers, with subscriber growth fuelling increased budgets for
original programming. During the Pandemic, new title productions
have been temporarily suspended or significantly curtailed, leading
to increased workflow from preparing back catalogue titles. The
importance that streaming services play in the strategy of leading
media companies is driving the shortening of the period to release;
publishers are moving towards 'day-and-date' title launches where
all episodes are made available through all channels in all
languages simultaneously. The digital transformation of the
industry has been accelerated and ZOO has been well placed to meet
the changing market requirements of customers and ensure business
continuity in an industry that was previously sceptical of 'remote'
solutions.
This unique set of circumstances have aligned to accelerate the
opportunity available to ZOO. ZOO's cloud technology has enabled
the Company to remain fully operational throughout the Pandemic,
which has attracted a number of new customer engagements. This,
together with ZOO's ability to provide end-to-end services, has led
to growth of at least 27 per cent. year-on-year despite the
temporary sector declines as the Company was able to support
clients as they transitioned to migrating back catalogues.
As a preferred service provider to major media companies and a
leading innovator in the sector, ZOO has the opportunity to deliver
strong growth. Management estimates that the global market for the
services it provides is worth around $3 billion, of which $1.3
billion is addressable by ZOO. With a current share of the
addressable market of approximately 3 per cent. the Board is
confident of achieving its mid-term ambition of $100 million in
sales.
The Directors intend to use the net Proceeds of the Placing to
accelerate and strengthen the Group's commercial position by
building balance street strength, supporting growth over the long
term to maintain its position over its competitors. To further
strengthen its ability to innovate in the sector, the Company plans
to expand its R&D group, in part through the establishment of a
longer-range research function. To support the international
expansion plans of its customers, ZOO intends to establish regional
hubs for media services in India and South East Asia. Capacity will
be enlarged through the expansion of internal business development
and service delivery teams. Additional working capital will provide
the means to react quickly to customer requirements as they
unfold.
Details of the Placing
Stifel is acting as sole bookrunner in connection with the
Placing pursuant to a placing agreement entered into between the
Company and Stifel dated 30 March 2021 (the "Placing
Agreement").
The Placing, which is being conducted by way of an accelerated
bookbuilding process available to qualifying new and existing
institutional investors, will be launched immediately following
this announcement (being together with the appendix, the
"Announcement"), in accordance with the terms and conditions set
out in the appendix to this Announcement (the "Appendix").
The Company intends to raise approximately GBP7.0 million ($ 9.6
million) through the Placing. The exact number of shares to be
placed ("Placing Shares") will be determined by the Company and
Stifel at the close of the Bookbuild and announced by the Company
shortly thereafter. The allocations of the Placing Shares pursuant
to the Placing are at the discretion of the Company and Stifel. The
book will open with immediate effect following the release of this
Announcement.
The Placing is conditional upon, among other things, admission
of the Placing Shares and the Placing Agreement between the Company
and Stifel not being terminated in accordance with its terms .
Applications will also be made to the London Stock Exchange for
admission to and trading on AIM ("Admission") which is expected to
take place on 8.00 a.m. on 6 April 2021.
The Company has consulted, where possible, with the Company's
major institutional shareholders ahead of this announcement. The
Board has given careful consideration to the structure of the
equity fundraising and has concluded that the Placing being
structured as a Bookbuild is the most suitable option available to
the Company so as to minimise execution and market risk. The
Company is grateful for the support of all its shareholders and is
very mindful that the Placing represents a dilution to
shareholders. It has not been practical to implement a rights issue
to all shareholders for the proposed equity fundraising, primarily
because such an offer would require a prospectus to be approved by
the FCA, and the timing and costs of which were not considered to
be in the best interests of the Company.
The Appendix to this Announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
This Announcement (including the Appendix) should be read in its
entirety. In particular, you should read and understand the
information provided in the "Important Notices" section of this
Announcement.
Application for admission to trading
Applications will be made to London Stock Exchange for admission
of the Placing Shares to trading on AIM in accordance with the AIM
Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on or around 6 April 2021 and that dealings in the Placing Shares
will commence at that time, and in any event no later than 30 April
2021.
The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement becoming unconditional and not
being terminated. Further details of the Placing Agreement can be
found in the terms and conditions of the Placing contained in the
Appendix to this Announcement and which forms part of this
Announcement.
A further announcement will be made following the completion of
the Bookbuild.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this
Announcement (including the Appendix) in its entirety and to be
making such offer on the terms and subject to the conditions in
this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Expected timetable
Announcement of the Placing 30 March 2021
Books closed by 18:00 on 30 March 2021
Announcement of closing of the by 7:00 am on 31 March 2021
Placing
Application for Admission of 30 March 2021
the Placing Shares
Admission of the Placing Shares 6 April 2021
to trading on AIM
Dealing codes
Ticker: ZOO
ISIN for the Placing Shares: GB00B1FQDL10
SEDOL for the Placing Shares: B1FQDL1
Note: This announcement assumes a GBP : $ exchange rate of 1 :
1.3765 as at 18:00 pm (GMT) on 29 March 2021.
This Announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR") as
retained as part of UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Market Soundings, as defined in
MAR, were taken in respect of the proposed Placing with the result
that certain persons became aware of this inside information, as
permitted by MAR. Upon the publication of this Announcement, this
inside information is now considered to be in the public domain.
The persons responsible for arranging for the release of this
Announcement on behalf of ZOO are Stuart Green, Chief Executive
Officer and Phillip Blundell, Chief Financial Officer of ZOO.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
This Announcement or any part of it does not cons ti tute or
form part of any offer to issue or sell, or the solicita ti on of
an offer to acquire, purchase or subscribe for, any securi ti es in
the United States. The Placing Shares have not been and will not be
registered under the United States Securi ti es Act of 1933, as
amended (the "US Securi ti es Act ") or with any securi ti es
regulatory authority of any state or jurisdic ti on of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an
exemp ti on from, or in a transac ti on not subject to, the
registra ti on requirements of the US Securi ti es Act and in
compliance with any applicable securi ti es laws of any state or
other jurisdic ti on of the United States. There will be no public
offering of securi ti es in the United States.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expecta ti
ons rela ti ng to its future financial condi ti on, performance,
strategic ini ti a ti ves, objec ti ves and results. By their
nature, all forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things,
United Kingdom domes ti c and global economic business condi ti
ons, market-related risks such as fluctua ti ons in interest rates
and exchange rates, the policies and ac ti ons of governmental and
regulatory authori ti es, the effect of compe titi on, infla ti on,
defla ti on, the ti ming effect and other uncertain ti es of future
acquisi ti ons or combina ti ons within relevant industries, the
effect of tax and other legisla ti on and other regula ti ons in
the jurisdic ti ons in which the Company and its respec ti ve
affiliates operate, the effect of vola ti lity in the equity,
capital and credit markets on the Company's profitability and
ability to access capital and credit, a decline in the Company's
credit ra ti ngs; the effect of opera ti onal risks; and the loss
of key personnel. As a result, the actual future financial condi ti
on, performance and results of the Company may differ materially
from the plans, goals and expecta ti ons set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regula ti on, the Company expressly disclaims any obliga ti on or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expecta ti ons with regard
thereto or any changes in events, condi ti ons or circumstances on
which any such statement is based.
Solely for the purposes of Ar ti cle 9(8) of Commission
Delegated Direc ti ve 2017/593 (the "Delegated Direc ti ve ")
regarding the responsibili ti es of Manufacturers under the Product
Governance requirements contained within: (a) Direc ti ve
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Ar ti cles 9 and 10 of the Delegated Direc ti ve; and (c)
local implemen ti ng measures (the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have
been subject to a product approval process, which has determined
that the Ordinary Shares are (i) compa ti ble with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterpar ti es, each as defined
in MiFID II; and (ii) eligible for distribu ti on through all
distribu ti on channels as are permi tt ed by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protec ti on; and an investment in Ordinary Shares is compa
ti ble only with investors who do not need a guaranteed income or
capital protec ti on, who (either alone or in conjunc ti on with an
appropriate financial or other adviser) are capable of evalua ti ng
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
restric ti ons in rela ti on to the proposed placing. Furthermore,
it is noted that, notwithstanding the Target Market Assessment, the
Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterpar ti es. For the
avoidance of doubt, the Target Market Assessment does not cons ti
tute: (a) an assessment of suitability of appropriateness for the
purposes of MiFID II; or (b) a recommenda ti on to any investor or
group of investors to invest in, or purchase, or take any other ac
ti on whatsoever with respect to the Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining
appropriate distribu ti on channels.
S ti fel is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is ac ti ng
exclusively for the Company and no one else in connec ti on with
the Placing, and S ti fel will not be responsible to anyone
(including any purchasers of the Placing Shares) other than the
Company for providing the protec ti ons afforded to its clients or
for providing advice in rela ti on to the Placing or any other ma
tt ers referred to in this Announcement.
No representa ti on or warranty, express or implied, is or will
be made as to, or in rela ti on to, and no responsibility or
liability is or will be accepted by S ti fel or by any of its
affiliates or agents as to, or in rela ti on to, the accuracy or
completeness of this Announcement or any other wri tt en or oral
informa ti on made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
APPIX 1 - TERMS AND CONDITIONS OF THE PLACING
APPIX I
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. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
THE UNITED KINGDOM OR IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN RELATION TO THE
UNITED KINGDOM, as retained as part of UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE 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 AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR
A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN
THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE
UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL
BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT ; OR
(III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING
SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO
ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS
AMED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE
"RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL .
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. 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 or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom or a
member state of the EEA which has implemented the Prospectus
Regulation (each, a "Relevant Member State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of Stifel has been given
to the offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdowm or any Relevant Member State other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Regulation as having been made
to such persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
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; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is either:
(a) outside the United States acquiring the Placing Shares in
offshore transactions as defined in, and in accordance with,
Regulation S under the US Securities Act; or
(b) a "qualified institutional buyer" as defined in Rule 144A
under the US Securities Act (a "QIB") and a major US institutional
investor, as defined in Rule 15a-6 under the US Securities Exchange
Act of 1934.
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 any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through
a regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by Stifel to confirm
their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
Stifel or the Company or any other person and none of Stifel, the
Company nor any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any responsibility
or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement (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. No Placee should consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stifel is acting as sole bookrunner in connection with the
Placing and has entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in
the Placing Agreement, Stifel, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure
placees for the Placing Shares. The Placing is not being
underwritten by Stifel or any other person.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company and Stifel (the "Term
Sheet"). The timing of the closing of the book, pricing and
allocations are at the discretion of the Company and Stifel.
Details of the Placing Price and the number of Placing Shares will
be announced as soon as practicable after the close of the
Bookbuild
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid up and will be issued
subject to the Company's articles of association and rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges,
encumbrances and equities.
Application for listing and admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") (the "Application") for admission to
trading of the Placing Shares on AIM (the "Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. BST on 6 April 2021 (or such later time or
date as Stifel may agree with the Company, being no later than 8.00
a.m. BST on 30 April 2021 ) and that dealings in the Placing Shares
will commence at that time.
Bookbuild
Stifel will today commence the accelerated bookbuilding process
to determine demand for participation in the Placing by Placees
(the "Bookbuild"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Stifel and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Stifel is arranging the Placing as bookrunner and placing agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Stifel. Stifel may itself agree to be a Placee in respect of all or
some of the Placing Shares or may nominate any member of its group
to do so.
3. The Bookbuild, if successful, will establish the Placing
Price payable to Stifel (as applicable), as settlement agent for
the Company, by all Placees whose bids are successful The number of
Placing Shares and the Placing Price will be agreed by Stifel (in
consultation with the Company) following completion of the
Bookbuild. Subject to the execution of the Term Sheet, the Placing
Price and the number of Placing Shares to be issued will be
announced on an RIS following the completion of the Bookbuild via
the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Stifel. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at either the Placing Price which is ultimately established by the
Company and Stifel, or at prices up to a price limit specified in
its bid. Bids may be scaled down by Stifel on the basis referred to
in paragraph 8 below. Stifel reserves the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of
the bids shall be at Stifel' absolute discretion, subject to
agreement with the Company.
5. The Bookbuild is expected to close no later than 7.00 a.m.
(BST) on 31 March 2021 but may be closed earlier or later at the
discretion of Stifel. Stifel may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of Stifel) to reduce
the number of shares to be issued pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares will be determined by
Stifel after consultation with the Company (the proposed
allocations having been supplied by Stifel to the Company in
advance of such consultation). Subject to the execution of the Term
Sheet, allocations will be confirmed orally by Stifel and a Form of
Confirmation will be despatched as soon as possible thereafter.
Stifel's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of Stifel and the
Company, to acquire the number of Placing Shares allocated to it
and to pay the Placing Price in respect of such shares on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association. A bid in the Bookbuild will be
made on the terms and subject to the conditions in this
Announcement (including this Appendix) and will be legally binding
on the Placee on behalf of which it is made and except with
Stifel's consent, such commitment will not be capable of variation
or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that Form of
Confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations under the Bookbuild and the 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 Placing, 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.
11. To the fullest extent permissible by law, neither Stifel,
nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees 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 Stifel,
the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Stifel's conduct of the
Placing.
12. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Stifel's conduct of the
Placing.
13. All times and dates in this Announcement may be subject to
amendment. Stifel shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Stifel's obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others)
(the "Conditions"):
1. the London Stock Exchange agreeing to admit the Placing
Shares to trading on AIM (subject only
to allotment);
2. Admission occurring on or around 8.00 a.m. BST on 6 April
2021 (or such later time or date as Stifel may otherwise agree with
the Company, being no later than 8.00 a.m. BST on 30 April 2021 )
(the "Closing Date");
3. the Term Sheet having been executed by the Company and Stifel
no later than 7.00 a.m. BST on 31 March 2021 (or such later time or
date as Stifel may otherwise agree with the Company);
4. there having been no development or event resulting in a
Material Adverse Effect which could, in the good faith opinion of
Stifel, materially and adversely affect the Placing or dealings in
the Ordinary Shares following Admission;
5. the delivery by the Company to Stifel of a certificate signed
by a Director for and on behalf of the Company not later than 5.00
p.m. BST on the Business Day immediately prior to the date on which
Admission is expected to occur (and dated as of such date);
6. the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement; and
7. none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate or misleading when
made and none of the warranties ceasing to be true and accurate or
becoming misleading at any time prior to Admission by reference to
the facts and circumstances then subsisting.
Stifel may, at its discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the Conditions or
extend the time or date provided for fulfilment of any such
Conditions in respect of all or any part of the performance
thereof. The conditions in the Placing Agreement relating to
Admission taking place and execution of the Term Sheet may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Stifel by the relevant time or date specified
(or such later time or date as Stifel may agree with the Company,
being no later than 8.00 a.m. BST on 30 April 2021 ); or (ii) the
Placing Agreement is terminated in the circumstances specified
below under "Right to terminate under the Placing Agreement", the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.
Neither Stifel, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees 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 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 Stifel.
Right to terminate under the Placing Agreement
Stifel is entitled, at any time before Admission, to terminate
the Placing Agreement in accordance with its terms in certain
circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of the
warranties on the part of the Company contained in the Placing
Agreement that Stifel consider (acting in good faith) to be
material in the context of the Placing and/or Admission;
2. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by Stifel;
3. there has been a development or event resulting in a Material
Adverse Effect which could in the good faith opinion of Stifel,
materially and adversely affect the Placing or dealings in the
Ordinary Shares following Admission whether or not foreseeable at
the date of this Agreement;
4. the obligations of Stifel under the Placing Agreement not
having been terminated; or
5. the occurrence of a material adverse change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Stifel of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of Stifel and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by Stifel of the allocation and
commitments following the close of the Bookbuild.
[Restriction on Further Issue of Shares
The Company has undertaken to Stifel that, between the date of
the Placing Agreement and 90 days after Admission (the "Restricted
Period"), it will not, without the prior written consent of Stifel
directly or indirectly offer, issue, lend, sell or contract to
sell, issue options in respect of or otherwise dispose of or
announce an offering or issue of any Ordinary Shares (or any
interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to,
Ordinary Shares or enter into any transaction with the same
economic effect as, or agree to do, any of the foregoing (whether
or not legally or contractually obliged to do so) provided that the
foregoing restrictions shall not restrict the ability of the
Company or any other member of the Group during the Restricted
Period to grant of options under, or the allotment and issue of
shares pursuant to options under, any employee or non-executive
share or option schemes or long term incentive plans of the Company
(in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise
by Stifel of any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
restrictive provisions on further issuance under the Placing
Agreement shall be within the absolute discretion of Stifel and
that it need not make any reference to, or consult with, Placees
and that it 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:
GB00B1FQDL10 ) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions. Stifel reserve the right
to require settlement for, and delivery of, the Placing Shares (or
any part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Stifel is acting as settlement bank. Following the close of the
Bookbuild, each Placee to be allocated Placing Shares in the
Placing will be sent a Form of Confirmation stating the number of
Placing Shares allocated to them at the Placing Price, the
aggregate amount owed by such Placee to Stifel and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with Stifel.
The Company will deliver the Placing Shares to a CREST account
operated by Stifel as agent for the Company and Stifel will enter
its delivery instruction into the CREST system. The input to CREST
by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares
will take place on or around 6 April 2021 on a delivery versus
payment basis.
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 Stifel.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Stifel may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Stifel'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 will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction 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 Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued in a Placee's name or that of its nominee or in the name of
any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither Stifel nor the
Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
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 Stifel (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) and the Company, in each case as
a fundamental term of their application for Placing Shares, the
following:
1. it has read and understood this Announcement in its entirety
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and 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 the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of association of the Company;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Stifel nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and Stifel on an after-tax basis in
respect of any Indemnified Taxes;
5. neither Stifel nor any of its affiliates agents, directors,
officers and employees accepts any responsibility for any acts or
omissions of the Company or any of the directors of the Company or
any other person in connection with the Placing;
6. time is of the essence as regards its obligations under this Announcement;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Stifel;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such Documents to any person;
9. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
10. in connection with the Placing, Stifel and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing 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 the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Stifel or any of its
affiliates acting in such capacity;
11. Stifel and its affiliates may enter into financing
arrangements and swaps with investors in connection with which
Stifel and any of its affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the
Placing Shares;
12. Stifel does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
13. Stifel does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of any of Stifel in connection with
its participation in the Placing and that Stifel 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;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Stifel nor any of its
affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information,
representation or statement contained in, or omission from, this
Announcement, the Publicly Available Information or otherwise nor
will they be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or
statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by such person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements , express or
implied, made, by Stifel or the Company nor any of their respective
affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation
delivered in respect of the Bookbuild) with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of any information contained in the Placing Documents, or
the Publicly Available Information or otherwise;
18. neither Stifel, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide , it
with any material or information regarding the Placing Shares or
the Company or any other person other than the information in the
Placing Documents or the Publicly Available Information; nor has it
requested any of Stifel, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such material or information;
19. neither Stifel or the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
20. it may not rely, and has not relied, on any investigation
that Stifel, any of its affiliates or any person acting on its
behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(a) will not look to Stifel for all or part of any such loss it may suffer;
(b) 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 an investment in the Placing
Shares;
(c) is able to sustain a complete loss of an investment in the Placing Shares;
(d) has no need for liquidity with respect to its investment in the Placing Shares;
(e) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(f) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or Stifel 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);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 and that
it has not taken any action or omitted to take any action which
will or may result in Stifel, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of
Stifel as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Announcement;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Stifel or any person acting on
behalf of the Company or Stifel that would, or is intended to,
permit a public offer of the Placing Shares in the Restricted
Jurisdictions or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action
for that purpose is required;
29. no action has been or will be taken by any of the Company,
Stifel or any person acting on behalf of the Company or Stifel that
would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with Stifel, it is not
and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, Japan, the Republic of South
Africa or any province or territory of Canada;
31. it may be asked to disclose in writing or orally to Stifel:
(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;
32. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be (i) outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act or (ii) a
QIB and a major US institutional investor, as defined in Rule 15a-6
under the US Securities Exchange Act of 1934 and will duly execute
a US investor letter and deliver the same to Stifel or its
affiliates;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor Stifel make any
representation or warranty with respect to the same. Accordingly,
neither the Company nor Stifel can provide any advice to United
States investors as to whether the Company is or is not a PFIC for
the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Stifel undertakes to provide
to United States investors or shareholders any information
necessary or desirable to facilitate their filing of annual
information returns, and United States investors and shareholders
should not assume that this information will be made available to
them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Stifel in writing, it is a Qualified
Investor;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA 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;
41. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, the Placing Shares subscribed
for 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 the United
Kingdom or a member state of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of Stifel has been given
to each proposed offer or resale;
42. if in the United Kingdom, that it is a Qualified Investor
(i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
44. 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
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Stifel in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
45. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
48. in order to ensure compliance with the Regulations, Stifel
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to Stifel or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Stifel' absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at
Stifel's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify Stifel (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, either Stifel and/or the Company
may, at its absolute discretion, terminate its commitment in
respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
49. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) 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;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 Stifel may in its sole discretion determine
and without liability to such Placee, who will remain liable for
any amount by which the net proceeds of such sale falls short of
the product of the relevant Placing Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty,
stamp duty reserve tax or other taxes or duties (together with any
interest, fines or penalties) imposed in any jurisdiction which may
arise upon the sale of such Placee's Placing Shares;
51. any money held in an account with Stifel on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each 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 Stifel's money in accordance with the client money
rules and will be held by it under a banking relationship and not
as trustee;
52. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Stifel or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
53. Stifel nor any of its affiliates, nor any person acting on
behalf 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;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
55. the rights and remedies of the Company and Stifel under the
terms and conditions in this Announcement are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others; and
56. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or Stifel 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.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well Stifel and are irrevocable. Stifel,
the Company and their respective affiliates and others will rely
upon the truth and accuracy of the foregoing representations,
warranties, confirmations, acknowledgements, agreements and
undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and
Stifel 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Stifel and their respective affiliates,
agents, directors, officers and employees 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 given by the Placee (and any person acting on such
Placee's behalf) in this Announcement or incurred by Stifel, the
Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Announcement shall survive after
completion of the Placing.
Where the Placees are acting in its capacity as a discretionary
investment manager on behalf of its underlying clients, then it is
the discretionary investment manager that is to be regarded as the
Placee for the purpose of this Announcement and not the underlying
client. For the avoidance of doubt, the representations and
warranties given are to be taken as made on behalf of the Placee
itself and not their underlying client.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor Stifel
will be responsible and the Placees shall indemnify the Company and
Stifel on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or Stifel in respect of any such arrangements or dealings.
If this is the case, each Placee should seek its own advice and
notify Stifel accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription
for Placing Shares.
The Company and Stifel are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of the United Kingdom or any country in the EEA. Each
prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify Stifel and the
Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Stifel and/or the Company
and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes in any jurisdiction to
the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
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 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 plc.
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, the Placing Documents.
DEFINITIONS
The following definitions apply in this Appendix, and as the
context shall admit, in the Announcement:
Admission admission of the Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
AIM AIM, a market operated by the
London Stock Exchange
AIM Rules the AIM Rules for Companies
published by the London Stock
Exchange
Announcement this Announcement, including
this Appendix and the terms
and conditions set out herein
Bookbuild the bookbuilding process to
be conducted by Stifel to arrange
participation by Placees in
the Placing
BST British Summer Time
Company ZOO Digital Group plc
CREST the computerised settlement
system to facilitate transfer
of the title to an interest
in securities in uncertificated
form operated by Euroclear UK
& Ireland
CREST Regulations the Uncertificated Securities
Regulations 2001 (S.I. 2001
No 3755) (as amended)
Directors or Board the current directors of the
Company as at the date of this
Announcement
EEA the European Economic Area
Euroclear UK & Ireland Euroclear UK & Ireland Limited
FCA the Financial Conduct Authority
Form of Confirmation the form of confirmation or
contract note made between Stifel
and the Placees which incorporate
by reference the terms and conditions
of the Placing contained in
this Announcement
FSMA the Financial Services and Markets
Act 2000, as amended
Group the Company and its subsidiary
undertakings (and "Group Company"
shall be construed accordingly)
London Stock Exchange London Stock Exchange plc
MAR the EU Market Abuse Regulation
(2014/596/EU)
Material Adverse Effect a material adverse effect, or
any development or matter reasonably
expected to have a material
adverse effect, in or affecting
the business, condition (financial,
operational, legal or otherwise),
results of operations, earnings
or assets of the Group, whether
or not arising in the ordinary
course of business
Stifel Stifel Nicolaus Europe Limited
Ordinary Shares ordinary shares of 1 pence each
in the capital of the Company
Pandemic the novel coronavirus disease
pandemic
Placees persons who agree to subscribe
for Placing Shares at the Placing
Price
Placing the conditional placing of the
Placing Shares by Stifel on
behalf of the Company at the
Placing Price, in accordance
with the Placing Agreement
Placing Agreement the conditional placing agreement
dated 30 March 2021 between
the Company and Stifel in relation
to the Placing
Placing Price the price payable per Placing
Share to be agreed between the
Company and the Bookrunners
Placing Shares the new Ordinary Shares to be
issued pursuant to the Placing
RIS shall have the same meaning
as in the AIM Rules
Shareholder a holder of Ordinary Shares
from time to time
Term Sheet the terms of the Placing setting
out the Placing Price and the
number of Placing Shares to
be issued in the Placing, to
be executed in accordance with
the Placing Agreement by the
Company and Stifel
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END
IOEDKKBNPBKDANN
(END) Dow Jones Newswires
March 30, 2021 11:39 ET (15:39 GMT)
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