Proposed Acquisition and Placing
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, DELIVERED, DISTRIBUTED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO PERSONS ELSEWHERE WHO ARE "US PERSONS" WITHIN THE MEANING OF THAT TERM AS IT IS USED IN REGULATION S OF THE US SECURITIES ACT ("US PERSONS") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any securities that may be offered outside of the United States to non-US Persons will be subject to the conditions listed under Section 903(b)(3), or Category 3, of Regulation S. Such securities will also be ''restricted securities'' as defined in Rule 144 under the US Securities Act. The securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the securities, or the accuracy or adequacy of this DOCUMENT. Any representation to the contrary is a criminal offence in the United States. There will be no public offering of the securities in the United States. Hedging transactions in securities may not be conducted unless in compliance with the US Securities Act.
NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN BOKU, INC. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
17 June 2020
Boku, Inc.
("Boku" or the "Company" and, together with its subsidiaries, the "Group")
Proposed Acquisition of Fortumo Holdings Inc.
Proposed unconditional Placing to raise up to c.$25 million
Boku (AIM:BOKU), a leading global mobile payment and mobile identity company, is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of Fortumo Holdings, Inc. and its subsidiaries ("Fortumo") (the "Acquisition") in a transaction valued at a maximum enterprise value of $41 million.
The Acquisition is a significant step in Boku's global Direct Carrier Billing ("DCB") growth strategy, bringing together the two most profitable platforms in the DCB market with complementary capabilities and customer bases. The Acquisition will cement the Group's positioning as a leading mobile payment and mobile identity solutions company. Fortumo primarily focuses on providing mobile payment solutions to over 400 small-to-medium sized enterprises, but also services larger merchants including Google, Amazon and Tencent.
Fortumo is being acquired for a maximum consideration of $45 million (the "Total Maximum Consideration"), which includes Boku acquiring $4 million of net working capital. The Total Maximum Consideration comprises $37.6 million in cash along with approximately $2 million in Restricted Stock Units payable to the selling equity holders of Fortumo (the "Vendors") plus further consideration of up to approximately $5.4 million in cash, representing 12% of the Total Maximum Consideration, which is to be held in escrow subject to certain EBITDA earn-out, working capital and indemnity conditions being satisfied.
The Acquisition and associated costs will be funded by way of; (i) an unconditional placing to raise gross proceeds of up to approximately $25 million (the "Placing"); and (ii) new bank facilities of approximately $20 million.
Acquisition Highlights
• The Acquisition is a significant step in Boku's global DCB growth strategy, bringing together the two most profitable platforms in the DCB market with complementary customer bases, geographic spread and technology platforms and consolidating Boku's position as the global leader in the DCB market.
• Boku primarily serves large digital merchants and Fortumo primarily serves over 400 small and medium sized merchants with higher margins, with limited customer overlap.
· For the financial year ended 31 December 2019, restated to Boku's accounting treatment, Fortumo generated audited revenues of $7.2 million*, Adjusted EBITDA of $2.3m and an operating profit of $2.1 million. As at 31 December 2019, Fortumo had net assets of $8.7 million.
· Fortumo has grown revenue at a compound annual growth rate ("CAGR") of 25% between 2017 and 2019; Adjusted EBITDA CAGR was 100% over the same period.
• Fortumo has traded in line with plans during the period of the coronavirus epidemic with unaudited revenues of $1.8m, a 17% increase from the same period in 2019. Adjusted EBITDA for Q1 was $618,000, 29% up on a year on year basis.
· The Acquisition is expected to deliver operational efficiencies for Boku through access to Fortumo's lower operational cost base in Estonia and use of Fortumo's d irect connections in many Asian markets to complement the existing Boku network.
· The Acquisition is expected to be immediately earnings accretive for Boku (before synergies).
Acquisition Consideration and Placing
· The Company intends to finance the cash portion of the Total Maximum Consideration and associated expenses through: (i) an unconditional placing of new common shares in the capital of the Company (the "Placing Shares") raising gross proceeds of approximately $25 million (£19.8 million), and by drawing down approximately $20 million (£15.9 million) in borrowings pursuant to the terms of the Acquisition Finance Agreement.
· In addition approximately $2 million of Restricted Stock Units ("RSUs") will be issued to the Vendors.
· As part of the terms of the Acquisition, 12% of the Total Maximum Consideration, equating to approximately $5.4 million (£4.3 million), will be held in escrow, subject to Fortumo's EBITDA-earn-out, working capital and indemnity conditions.
· Post-Acquisition leverage is expected to be less than 2x net debt to enlarged Group adjusted EBITDA**.
· The Placing is being conducted through an accelerated book build process being managed by Peel Hunt LLP ("Peel Hunt") (the "Bookrunner").
· The book build will open with immediate effect following this announcement.
· The Placing is not being underwritten.
· Further details of the terms of the Placing are set out in the appendix to this announcement.
· The Acquisition is conditional, inter alia, upon admission of the Placing Shares to trading on AIM ("Admission").
· Admission of the Placing Shares to trading on AIM is expected on or around 22 June 2020.
· The Placing is not conditional on the completion of the Acquisition. In the unlikely event the Acquisition does not complete by 17 September 2020 (being the long stop date under the Acquisition Agreement), the Company may, at its option, decide to return the placing proceeds to the Placees, if and to the extent each such Placee remains the holder of its Placing Shares, by repurchase of such Placing Shares out of proceeds legally available to the Company and subject to any necessary shareholder, lender or other approvals.
* Audited Fortumo Revenue was EUR 35.8m which included approximately EUR 29m of carrier receivables counted as revenue. The figures presented are per Boku's accounting treatment and have been translated to USD at a rate of EUR 1 = 1.12 USD
**
Adjusted for Share-based payments, Exceptional Items and Foreign Exchange
Jon Prideaux, Boku's CEO, commented,
"Boku has always grown by a mixture of organic growth and selective acquisition. This deal, which will be our sixth, cements our position as the scale player in Direct Carrier Billing. It brings together the two most profitable players in the industry, with compatible technology, complementary customers and with a great cultural fit."
Martin Koppell, Fortumo's CEO, commented,
"Joining the Boku group of companies is a great next step for the Fortumo team, which has built up a world-class, business critical technology platform used by some of the world's leading digital merchants. With a joint strategy, we will be able to better help merchants grow their presence across the world. This also represents a fundamental shift in the Direct Carrier Billing market as the reach, complexity, quality and time-to-market for the solutions we build together will be unmatched."
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of Boku by Jon Prideaux (Chief Executive Officer) and Keith Butcher (Chief Financial Officer).
For further information, please contact:
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Boku, Inc. |
020 3934 6630 |
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Peel Hunt LLP (Nominated Adviser, Broker, and Sole Bookrunner)
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020 7418 8900 |
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IFC Advisory Limited (Financial PR & IR) |
020 3934 6630 |
About Boku
Incorporated in 2008, Boku is a leading global mobile payment and mobile identity company. Boku's Platform, which is linked to billing, identity and sales systems of more than 200 mobile wallets and network operators, simplifies transacting on mobile devices.
Boku's "Payment Products" enable mobile phone users, of which there are more than five billion worldwide, to buy goods and services and charge them to their mobile phone bill or pre-pay balance. Its "Identity Products" are used to verify user details. Companies like Apple, Google, Facebook, Microsoft, PayPal, Spotify, and Sony use Boku to simplify sign-up, acquire new paying users and prevent fraud.
To find out more visit: https://www.Boku.com/
About Fortumo
Fortumo operates in the DCB market with customers in Europe and Asia, focusing on the emerging markets. It is headquartered in Estonia, with 73 employees and over 400 merchants on its settlement model. Since inception, it has been enabling user acquisition, monetisation and retention for app stores and digital service providers through its digital enablement platform.
Fortumo's platform provides a holistic solution for digital merchants to grow, helping to acquire new users and converting them into paying customers.
To find out more visit: https://Fortumo.com/
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below and the Appendix to this Announcement (which forms part of this Announcement) which sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendix.
1. Introduction to the Acquisition of Fortumo
Boku is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of Fortumo, a US incorporated private holding company with an Estonian based trading subsidiary, Fortumo OÜ, for a maximum consideration of $45 million. The Acquisition strengthens Boku's DCB portfolio, with Fortumo being the second most profitable company within the DCB market.
The Total Maximum Consideration includes Boku acquiring $4 million of net working capital and comprises $37.6 million in cash along with approximately $2 million in RSUs payable to the Vendors. Further consideration of up to $5.4 million in cash, representing 12% of the Total Maximum Consideration, is to be held in escrow subject to certain EBITDA earn-outs, working capital and indemnity conditions.
The Acquisition will be funded by way of; (i) a Placing to raise gross proceeds of up to approximately $25 million pursuant to the terms of the Placing Agreement; and (ii) new bank facilities of approximately $20 million pursuant to the terms of the Acquisition Finance Agreement. The Acquisition is conditional upon, among other things, (i) admission of the Placing Shares (as defined below) to trading on AIM (which is expected to occur on 22 June 2020); and (ii) the funds being made available under the Acquisition Finance Agreement. Immediately after completion of the Acquisition, leverage is expected to be less than 2x net debt to enlarged Group EBITDA.
2. Background to and reasons for the Acquisition
The combination will help to consolidate the DCB market
The acquisition of Fortumo supports Boku's global DCB strategy and would bring together the two most profitable platforms in the DCB market. With Boku serving large digital merchants and Fortumo mainly serving smaller merchants at high margins, particularly in emerging markets, Asia and Europe, there is limited customer overlap.
Boku has a strong track record of buying and integrating DCB companies minimising execution risk.
Boku's management team has bought and successfully integrated multiple carrier billing companies since foundation, including Qubecell in 2012, Mopay in 2014 and Mobileview in 2015.
Boku places a strong emphasis on teamwork, people and talent
The senior management and wider team within Fortumo have a strong cultural fit with Boku, strengthening Boku's management capabilities further. Fortumo has an experienced technical team who would complement Boku's existing team in implementing existing strategies.
Fortumo and Boku's connections are complementary
The combination of Boku and Fortumo will see an enlarged and differentiated customer base. Fortumo will benefit from Boku's direct connections in the Americas, Europe and Asia and Boku can benefit from Fortumo's direct connections in Asia, including in Vietnam and Indonesia and their wider network. Boku considers this to be key in its strategy of expansion into key growth markets.
Combined entity expected to benefit from operational efficiencies
Boku is also expected to benefit from Fortumo's lower cost engineering centre, reducing operating expenses. The combination of Boku's and Fortumo's platform is expected to drive efficiencies through the utilisation of Fortumo's semi-automated onboarding and settlement and their focused platform for small and medium enterprise merchants.
3. Financial information on Fortumo
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Financial Year ended 31 December |
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||
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$ thousands |
2017 |
2018 |
2019 |
2017-19 CAGR |
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Revenue |
4,578 |
5,748 |
7,207 |
25% |
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Adj. EBITDA |
583 |
1,219 |
2,338 |
100% |
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Adj. EBITDA Margin |
13% |
21% |
32% |
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|
Operating profit |
505 |
1,017 |
2,084 |
103% |
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Notes: |
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(a) |
Fortumo had gross assets of $25.5 million and net assets of $7.7 million as at 31 December 2019 |
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(b) |
Estonian Financial Reporting Standards, adjusted to Boku Revenue recognition approach |
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(c) |
All data are audited |
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(d) |
Original currency was Euro, converted to USD at 1.12 |
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Source: |
Fortumo Audited Accounts, restated to Boku's accounting treatment |
4. Financial effects of the Acquisition and Placing
The Directors believe that, taking into account the business and prospects of the enlarged Group, the Acquisition is expected to be immediately earnings accretive in the financial year to 31 December 2020.
5. Integration Strategy
Boku intends to run the combined Group as standalone entities within the Group structure to minimise execution risk. Therefore, the senior management team of Fortumo, including current CEO Martin Koppel, will join Boku and continue to manage Fortumo.
The combined entity will consolidate the market and join two companies to form a natural combination in the DCB market.
6. Current trading update
Boku's trading in the five months to 31 May 2020 has benefited from higher demand for home entertainment services brought on by the lockdowns across the world designed to combat Covid-19. The Payments volume processed in the five months to 31 May 2020 was $2.6 billion, a gain of 35% on the same period in 2019 (2019: $1.9 billion). Monthly Active Users in May 2020 exceeded 20 million, an increase of 36% on May 2019. New users in the five months totalled more than 9.2 million, 20% higher on the average of the previous two years (2019: 7.6 million, 2018: 7.5 million). The Identity division has made good progress towards a global model on the supply side with the network increasing to more than 200 carriers in 51 countries through a combination of direct and indirect connections. Identity Merchants are currently generating revenue in 5 countries.
Fortumo has also traded in line with its plans for the first quarter of 2020. Unaudited management accounts show revenues of $1.8 million and Adjusted EBITDA of $618,000 (increases of 17% and 29% respectively from the same period in 2019).
|
$ thousands |
2019-Q1 |
2020-Q1 |
Growth |
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Revenue |
1,531 |
1,796 |
17% |
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Adj. EBITDA |
454 |
618 |
29% |
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Adj. EBITDA Margin |
30% |
34% |
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Operating profit |
425 |
549 |
29% |
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Notes: |
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(a) |
Fortumo had gross assets of $28 million and net assets of $8.1 million as at 31 March 2020 |
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(b) |
Estonian Financial Reporting Standards, adjusted to Boku Revenue recognition approach |
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(c) |
All data are unaudited, based on management accounts |
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(d) |
Original currency was Euro, converted to USD at 1.12 |
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Source: |
Fortumo management accounts |
7. Details of the proposed Placing
Under the terms of a placing agreement entered into today between Peel Hunt and the Company (the "Placing Agreement"), Peel Hunt has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares to raise gross proceeds of up to approximately $25 million.
The Placing is not being underwritten.
The Placing Shares will, following Admission, rank pari passu with the existing issued Common Shares and will have the right to receive all dividends and other distributions declared, made or paid in respect of the issued Common Shares of the Company following Admission.
The Placing, which is subject to the terms and conditions set out in the appendix to this announcement, is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional in all respects by no later than 8.00 a.m. on 22 June 2020 or such later date (being not later than 8.00 a.m. on 26 June 2020) as the Company and Peel Hunt may agree. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 22 June 2020.
The allotment and issue of the Placing Shares will not exceed the Company's existing authorities. Therefore, no shareholder approval is required.
Important notices
This announcement has been prepared in accordance with English law, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
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 has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by Peel Hunt or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by Peel Hunt or any of its partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Peel Hunt by the Financial Services and Markets Act 2000 ("FSMA") or by the regulatory regime established under it, no responsibility or liability is accepted by either Peel Hunt or any of its partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "ProspectusRegulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FMSA does not apply.
Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the European Economic Area who are qualified investors within the meaning of Article 2(e) of 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 falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement and the Appendix must not be acted on or relied on by persons who are not Relevant Persons.
This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions and any state or other jurisdiction of the United States). This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The securities referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") and may not be offered, sold, resold, pledged, distributed, transferred or delivered, directly or indirectly, in or into the United States or to persons elsewhere who are "US persons" within the meaning of that term as it is used in Regulation S promulgated under the US Securities Act ("US Persons") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any securities that may be offered outside of the United States to non-US Persons will be subject to the conditions listed under Section 903(b)(3), or Category 3, of Regulation S. Such securities will also be ''restricted securities'' as defined in Rule 144 promulgated under the Securities Act. The securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the securities, or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of securities in the United States. Hedging transactions in securities may not be conducted unless in compliance with the Securities Act.
Cautionary Statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: a condition to the Placing not being satisfied, expected cost savings not being realised, changing demands of consumers, changing business or other market conditions, and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, the Disclosure Guidance and Transparency Rules or other applicable legislation or regulation, Boku does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Peel Hunt.
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 (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
Peel Hunt
Peel Hunt , which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is appointed as Boku's nominated adviser and Bookrunner only and is therefore acting only for Boku in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Peel Hunt or advice to any other person in relation to the matters contained herein. Neither Peel Hunt nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to Boku, whether written, oral or in a visual or electronic format.
Information for Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/ 65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and 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 Boku Shares being the subject of the Placing have been subject to a product approval process, which has determined that such Boku Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Boku Shares may decline and investors could lose all or part of their investment; the Boku Shares offer no guaranteed income and no capital protection; and an investment in the Boku Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Boku Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Boku Shares and determining appropriate distribution channels.
APPENDIX: 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 APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS 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 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017, (THE "PROSPECTUSREGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE ALSO 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 (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 OF ANY SECURITIES IN THE COMPANY.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States.
The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred, distributed or delivered, directly or indirectly, in or into the United States or to persons elsewhere who are "US persons" within the meaning of that term as it is used in Regulation S promulgated under the US Securities Act ("US Persons") except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, 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 Section 903(b)(3), or Category 3, of Regulation S promulgated under the US Securities Act ("Regulation S") and otherwise in accordance with applicable laws; and (ii) in the United States only to a limited number of investors that are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any proposed offering of the Placing Shares, or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the securities mentioned herein in the United States. Hedging transactions in the Placing Shares may not be conducted unless in compliance with the US Securities Act.
The Company has not been and will not be registered under the Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, investors will not be entitled to the benefits of the Investment Company Act. No offer, purchase, sale or transfer of the Placing Shares may be made except under circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act.
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 Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such release publication or distribution 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 distribution of this Announcement and/or the Placing and/or the issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Peel Hunt or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
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, you should read and understand the information provided in the "Important Notices" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement, including this Appendix, 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 Placee located outside of the United States 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. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in any member state of the EEA or the United Kingdom in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA or the United Kingdom to Qualified Investors (as defined above), or in circumstances in which the prior consent of Peel Hunt has been given to each such proposed offer or resale;
3. where Placing Shares have been acquired by it on behalf of persons in 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; and
4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and
5. 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
6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting) is and, at the time the Placing Shares are subscribed for, will be located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S, and is not a U.S. person (as defined in Rule 902(k) of Regulation S) or purchasing for the account or benefit of a U.S. person (other than a distributor).
Each Placee located in the United States shall make specific representations, warranties, acknowledgements and agreements pursuant to a US investor letter (the "US Investor Letter") to be delivered to Peel Hunt. The Company and Peel Hunt will rely upon the truth and accuracy of representations, warranties, acknowledgements and agreements made pursuant to the US Investor Letter.
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 or submitted to the London Stock Exchange plc (the "London Stock Exchange") 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 (including this Appendix), the announcement of the pricing of the Placing (the "Placing Results Announcement") (together, the "Placing Documents") and any other 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 contract note sent to individual Placees.
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 Peel Hunt or the Company or any other person and none of Peel Hunt, 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 which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. 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 fraud or fraudulent misrepresentation by that person.
Details of the Placing Agreement and the Placing Shares
Peel Hunt is acting as sole bookrunner in connection with the Placing and has today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out therein, Peel Hunt, 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 underwritten by Peel Hunt.
The final number of Placing Shares at the Placing Price (as defined below) will be set out in a share placing supplement agreed between Peel Hunt and the Company following the Bookbuilding (the "Placing Supplement").
The Placing Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's certificate of incorporation and bylaws and rank pari passu in all respects with the existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Common Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange for the admission of the Placing Shares (as represented by Depositary Interests) to trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will become effective at or around 8.00 a.m. (London time) on or around 22 June 2020 (or such later time and/or date as Peel Hunt may agree with the Company) and that dealings in the Placing Shares will commence at that time.
Bookbuild
Peel Hunt 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. Peel Hunt shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. Peel Hunt is arranging the Placing as sole bookrunner and placing agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Peel Hunt. Peel Hunt 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.
2. The Bookbuild, if successful, will establish a single price payable to Peel Hunt by Placees whose bids are successful (the "Placing Price"). The number of Placing Shares and the Placing Price will be agreed between Peel Hunt and the Company following completion of the Bookbuild. Subject to the execution of the Placing Supplement, 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 Placing Results Announcement.
3. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and Peel Hunt, or at prices up to a price limit specified in its bid. Bids may be scaled down by Peel Hunt. Peel Hunt 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 Peel Hunt's absolute discretion, subject to agreement with the Company.
4. The Bookbuild is expected to close no later than 7.00 a.m. (GMT) on 18 June 2020, but may be closed earlier or later, at Peel Hunt's discretion. Peel Hunt 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 Peel Hunt) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.
5. Allocations of the Placing Shares will be determined by Peel Hunt after consultation with the Company (the proposed allocations having been supplied by Peel Hunt to the Company in advance of such consultation). Subject to the execution of the Placing Supplement, allocations will be confirmed to Placees orally by Peel Hunt and a contract note will be despatched as soon as possible thereafter. Peel Hunt'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 Peel Hunt and the Company, pursuant to which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay or procure the payment of 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 bylaws. 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 Peel Hunt's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
6. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Peel Hunt. The terms of this Appendix will be deemed incorporated in that contract note.
7. 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".
8. 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".
9. 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.
10. To the fullest extent permissible by law, neither Peel Hunt, 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, neither Peel Hunt, nor 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 Peel Hunt's conduct of the Bookbuild or of such alternative method of effecting the Placing as Peel Hunt and the Company may agree.
11. 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 Peel Hunt's conduct of the Placing.
12. All times and dates in this Announcement may be subject to amendment. Peel Hunt 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. Peel Hunt's obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the "Conditions"):
1. certain announcement obligations;
2. the execution of the Placing Supplement;
3. Admission occurring no later than 8.00 a.m. (London time) on 22 June 2020 (or such later time and/or date, not being later than 8.00 a.m. (London time) on 26 June 2020, as Peel Hunt may otherwise agree with the Company) (the "Closing Date"); and
4. the Company having complied with all of its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission.
Peel Hunt may, at its discretion and upon such terms as it thinks fit, extend the time for satisfaction of, or 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 condition in the Placing Agreement relating to Admission taking place 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 or extended by Peel Hunt by the relevant time or date specified (or such later time or date as the Company and Peel Hunt may agree); 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 Peel Hunt 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 Peel Hunt.
Right to terminate under the Placing Agreement
Peel Hunt 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 contained in the Placing Agreement;
2. where there has been a breach of any Acquisition Document where Peel Hunt considers (acting in good faith) that breach to be material in the context of the Placing and/or Admission and/or any Acquisition Document is terminated in accordance with its terms;
3. where there has been, in the good faith opinion of Peel Hunt, a material adverse change in the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations, solvency or credit rating of the Group and/or Fortumo which would be material and adverse in the context of the Group or, as applicable after completion of the Acquisition, the enlarged Group; and
4. in the event of 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 Peel Hunt of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of Peel Hunt (acting in good faith) 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 Peel Hunt of the allocation and commitments following the close of the Bookbuild.
Restrictions
The Company has undertaken to Peel Hunt that, between the date of the Placing Agreement and 90 days after Admission, it will not, without the prior written consent of Peel Hunt 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 Common Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Common 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), subject to certain customary exceptions agreed between Peel Hunt and the Company and provided that the foregoing lock-up arrangements shall not prevent or restrict the allotment and issue of (i) Placing Shares to Placees pursuant to the Placing; (ii)(a) the granting or exercise of options or other rights related to Common Shares and any transactions relating to such options; (ii)(b) Common Shares issued pursuant to the exercise of options, in the case of (ii)(a) and/or (ii)(b) where such share option schemes or options are in existence on Admission and have been publicly disclosed by the Company.
By participating in the Placing, Placees agree that the exercise by Peel Hunt of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of Peel Hunt 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 depositary interests representing the Placing Shares (ISIN: USU7744C1063 with the marker "REG S Cat 3/144A") following Admission will take place within the system administered by CREST, subject to certain exceptions. Peel Hunt reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that it 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.
Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Peel Hunt stating the number of Placing Shares allocated to them at the Placing Price, the aggregate amount owed by such Placee to Peel Hunt 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 Peel Hunt.
The Company will deliver the Placing Shares to a CREST account operated by Peel Hunt as agent for the Company and Peel Hunt will enter its delivery 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 22 June 2020 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 Peel Hunt.
Each Placee is deemed to agree that, if it does not comply with these obligations, Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Peel Hunt'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 contract note 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 Peel Hunt 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 Peel Hunt (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:
General
1. it has read and understood this Announcement, including this Appendix, in its entirety and 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 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 Common 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. 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 Peel Hunt 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 Peel Hunt on an after-tax basis in respect of any Indemnified Taxes;
4. neither Peel Hunt 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 (other than Peel Hunt) in connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. 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 Peel Hunt;
No distribution of Announcement
7. 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 materials to any person;
No prospectus
8. 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;
Purchases by Peel Hunt for its own account
9. in connection with the Placing, Peel Hunt 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 Peel Hunt or any of its affiliates acting in such capacity;
10. Peel Hunt and its affiliates may enter into financing arrangements and swaps with investors in connection with which Peel Hunt and its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
11. Peel Hunt 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;
No fiduciary duty or client of Peel Hunt
12. Peel Hunt does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is not and will not be a client of Peel Hunt in connection with its participation in the Placing and that Peel Hunt does not have any 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;
No responsibility of Peel Hunt for information
14. 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 Peel Hunt nor 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, the Placing Documents, 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 the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraud or fraudulent misrepresentation made by such person;
Reliance on information regarding the Placing
a. the only information on which it is entitled to rely on 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 15(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;
b. it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Peel Hunt 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;
c. neither Peel Hunt 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 Peel Hunt, 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; and
d. neither Peel Hunt nor 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 15 excludes the liability of any person for fraud or fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
15. it may not rely, and has not relied, on any investigation that Peel Hunt, any of its affiliates or any person acting on their 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;
16. 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;
b. will not look to Peel Hunt for all or part of any such loss it may suffer;
c. 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;
d. is able to sustain a complete loss of an investment in the Placing Shares;
e. has no need for liquidity with respect to its investment in the Placing Shares;
f. 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
g. 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;
Capacity and authority
17. 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;
18. 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 Peel Hunt for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
19. 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 Peel Hunt, 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;
20. 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;
21. it irrevocably appoints any duly authorised officer of Peel Hunt 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;
Excluded territories
22. 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 United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;
23. 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, Peel Hunt or any person acting on behalf of the Company or Peel Hunt that would, or is intended to, permit a public offer of the Placing Shares in the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
24. unless otherwise specifically agreed with Peel Hunt, 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, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada;
25. it may be asked to disclose in writing or orally to Peel Hunt:
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;
Compliance with US securities laws
26. (i)(1) it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be, 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, and (2) it is not and the prospective beneficial owner of the Placing Shares is not, and at the time the Placing Shares are subscribed for will not be, a U.S. person (as defined in Rule 902(k) of Regulation S) and is not, and will not be, purchasing the Placing Shares for the account or benefit of a U.S. person, or (ii) it is, and will at the time the Placing Shares are subscribed for will be, a QIB and will duly execute a US Investor Letter and deliver the same to Peel Hunt;
27. it understands that the Placing Shares are subject to the restrictions of Category 3 of Regulation set forth in Rule 903(b)(3) of Regulation S and accordingly the Placing Shares are subject to a one-year distribution compliance period during which they may be resold only in accordance with Regulation S or pursuant to an available exemption from registration under the US Securities Act, and it agrees not to engage in any hedging transactions with regard to the Placing Shares unless in compliance with the US Securities Act;
28. 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 in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with applicable state securities laws;
29. the Placing Shares have not been offered to it by means of (i) any "directed selling efforts" as defined in Regulation S under the US Securities Act; or (ii) any "general solicitation" or "general advertising" as such terms are defined in Regulation D under the US Securities Act;
30. 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;
31. the Company has not been, and will not be, registered under the Investment Company Act;
Compliance with EEA selling restrictions and the Prospectus Regulation
32. if in a member state of the EEA, unless otherwise specifically agreed with Peel Hunt in writing, it is a Qualified Investor;
33. 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;
34. if a financial intermediary, as that term is used in 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 a member state other than Qualified Investors, or in circumstances in which the prior consent of Peel Hunt has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and MAR
35. if in the United Kingdom, that it is: (i) a Qualified Investor; and (ii) a person (a) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order, or (b) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (c) to whom it may otherwise lawfully be communicated;
36. 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");
37. 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 Peel Hunt 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;
38. 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 Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("MAR")) in respect of anything done in, from or otherwise involving, the United Kingdom);
Compliance with laws
39. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;
40. 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;
41. in order to ensure compliance with the Regulations, Peel Hunt (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 Peel Hunt or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Peel Hunt's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Peel Hunt'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 Peel Hunt (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Peel Hunt 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;
Depositary receipts and clearance services
42. 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;
Undertaking to make payment
43. 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 Peel Hunt 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;
Money held on account
44. any money held in an account with Peel Hunt 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 Peel Hunt's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
Allocation
45. 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 Peel Hunt 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;
No recommendation
46. neither Peel Hunt, 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;
Inside information
47. 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;
Rights and remedies
48. the rights and remedies of the Company and Peel Hunt 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
Governing law and jurisdiction
49. 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 Peel Hunt in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as Peel Hunt and are irrevocable. Peel Hunt, 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 Peel Hunt to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.
Indemnity
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, Peel Hunt 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 Peel Hunt, the Company or each 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.
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 Peel Hunt will be responsible and the Placees shall indemnify the Company and Peel Hunt 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 Peel Hunt in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Peel Hunt accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and Peel Hunt 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. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify Peel Hunt and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of Peel Hunt 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.
Further information
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. 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.
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
|
Acquisition |
the agreement to acquire the entire issued and to be issued share capital of Fortumo Holdings Inc. and its subsidiaries by way of a statutory merger |
|
Acquisition Agreement |
the conditional merger agreement dated 17 June 2020 relating to the Acquisition entered into between, inter alia, the Company and Fortumo |
|
Acquisition Finance Agreement |
the credit agreement dated 17 June 2020 entered into between, among others, the Company (as guarantor), Boku Network Solutions, Inc. (as borrower) and Citibank, N.A. (as lender) |
|
Acquisition Documents |
the Acquisition Agreement and the Acquisition Finance Agreement and any ancillary documents (other than the Placing Agreement) (each an "Acquisition Document") |
|
Admission |
the admission of the Placing Shares (as represented by Depositary Interests) to trading on AIM and such admission becoming effective in accordance with the AIM Rules |
|
AIM |
a market operated by the LSE |
|
AIM Rules |
the rules for AIM companies and their nominated advisers issued by the LSE |
|
Bookrunner |
Peel Hunt LLP |
|
Common Shares |
shares of common stock of the Company with par value of $0.0001 per share |
|
Company |
Boku, Inc. |
|
CREST |
the electronic system for the holding and transferring of shares and other securities in paperless form operated by Euroclear UK & Ireland Limited |
|
Depositary Interests |
dematerialised depositary interests representing underlying Common Shares that can be settled electronically through and held in CREST |
|
Fortumo |
Fortumo Holdings Inc. and its subsidiaries |
|
Group |
the Company and its subsidiary undertakings |
|
LSE |
London Stock Exchange plc |
|
Placees |
the persons who agree conditionally to acquire the Placing Shares pursuant to the Placing |
|
Placing |
the proposed conditional placing by Peel Hunt, as agent of the Company, of the Placing Shares at the Placing Price pursuant to the terms and conditions set out in this announcement |
|
Placing Agreement |
the placing agreement dated 17 June 2020 entered into between the Company and the Bookrunner in connection with the Placing |
|
Placing Shares |
the new Common Shares to be allotted and issued by the Company pursuant to the Placing |
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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