Proposed placing to raise £5.25 to £5.75 million

RNS Number : 5711Q

Emmerson PLC

26 February 2021

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR ‎CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎JURISDICTION‎. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/ EU, AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

26 February 2021

Emmerson Plc

("Emmerson" or "the Company")

Proposed placing to raise £5.25 to £5.75 million
 

Emmerson Plc (LSE:EML), the Moroccan focused potash development company, is pleased to announce its intention to undertake an equity placement of £5.25 to £5.75 million (the "Placing").  The Placing will be conducted through an accelerated bookbuild process, which will be launched immediately following this announcement with a price range of 5.5 to 6.0 pence and the placing price to be determined following the completion of the accelerated bookbuild process (the "Placing Price").  Shore Capital Stockbrokers Limited ("Shore Capital") and Shard Capital Partners LLP ("Shard") are acting as Joint Bookrunners in connection with the Placing.

To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Shore Capital.

Use of Proceeds

The net proceeds will principally be used for the continuation of the Project development workstreams comprising the detailed design for the mine, including the decline & infrastructure, for project technical work and testing including geotechnical drilling and drilling to confirm brine deep well injection as well as land optioning, the SOP Feasibility Study and work on the phased development and expansion of the Project.

Background to and Reasons for the Placing

Emmerson has been granted a Mining Licence for its 100% owned Khemisset Potash Project ("Khemisset" or the "Project") providing the Company with the exclusive right to develop and mine the Project.  The grant follows a successful application process including the submission of a proven JORC compliant Mineral Resource Estimate and the confirmed technical and economic viability of the Project, which was satisfied by the Feasibility Study published in June 2020.

The Feasibility Study highlighted Khemisset's potential to be among the lowest capital cost potash development projects in the world with industry leading capital and operating costs, and delivered an initial mine life of 19 years, based on less than 50% of the global resource base for the Project.

The Feasibility Study was based on only 43% of the total Mineral Resource Estimate for the Project. Clearly, the remaining resource presents significant incremental value to the Project and the Company intends to design in an expansion project to increase production by up to 50%. This will materially improve cashflow over the life of the Project and improve the already outstanding economics.

Details of the Placing

The Company is proposing to raise £5.25 to £5.75 million (before expenses) pursuant to the Placing.  The Placing has been arranged by Shore Capital and Shard, acting as joint bookrunners (together, the "Joint Bookrunners").  The Placing will be conducted by the Joint Bookrunners on behalf of the Company in accordance with the terms and conditions set out in the Appendix to this Announcement.  The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will commence immediately following this Announcement. The Placing is not underwritten.

The Bookbuild will determine final demand for and participation in the Placing.  The Bookbuild is expected to close at 6.00 p.m. GMT, today, but may be closed at such earlier or later time as the Joint Bookrunners, in their absolute discretion (following consultation with the Company), determine.  Details of the number of Placing Shares, the Placing Price, the approximate gross proceeds of the Placing and the making of allocations will be agreed between the Company and the Joint Bookrunners and will be confirmed orally or by email by the Joint Bookrunners following the closure of the Bookbuild.  A further announcement will be made following the completion of the Bookbuild (the "Result of Placing Announcement").

The Appendix (which forms a part of this Announcement) contains the detailed terms and conditions of the Placing.

Admission

Application will be made for the Placing Shares to be admitted to the Official List of the UK Listing Authority by way of a Standard Listing ("Admission") and it is expected that Admission will become effective and dealing in the Placing Shares will commence on or around 8 March 2021.  The Placing Shares will rank pari passu with the existing ordinary shares of the Company. 

Proposed Move to AIM

In addition, the Company also announces proposals to cancel the admission of the Company's Ordinary Shares to listing on the FCA's Official List (standard segment) and to trading on the London Stock Exchange's main market for listed securities and its intention to apply for admission of its Ordinary Shares to trading on the AIM market of the London Stock Exchange ("(AIM").

The Board believes that AIM is a market and environment which is more suited to the Company's current size and strategy and AIM will offer greater flexibility with regard to corporate transactions and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List.

The proposed Delisting and AIM Admission will take effect simultaneously, utilising the AIM Designated Market Route.  Further details on the proposed move to AIM will be published following completion of the Placing.

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.‎

Further details of the Placing are set out in Appendix I, below.

For further information, please visit  www.emmersonplc.com , follow us on Twitter (@emmerson_plc), or contact:
Emmerson plc Graham Clarke Hayden Locke	[phone]
Shore Capital (Lead Bookrunner) Jerry Keen Toby Gibbs John More	[phone]
Shard Capital (Joint Bookrunner) Damon Heath Isabella Pierre	[phone]
St Brides Partners Limited Megan Dennison Susie Geliher	[phone]

IMPORTANT NOTICES

This announcement and the information contained herein are not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Placing and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities of the Company in any jurisdiction where such offer, sale or subscription would be unlawful and the announcement. There will be no public offer of the securities described herein in United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is not an offer of securities for sale in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any securities referred to herein will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia),. There will be no public offer of the securities described herein in Australia, Canada, Japan, New Zealand or South Africa.

This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Shore Capital is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). Shard is regulated in the United Kingdom by the FCA.  Each of Shore Capital and Shard is acting exclusively for the Company and no one else in connection with the Placing, and neither Shore Capital nor Shard will each not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Forward-looking statements

This announcement contains statements about Emmerson that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Emmerson.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the Lising Rules, MAR, the Prospectus Rules and/or the FSMA), Emmerson does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Emmerson or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Emmerson at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Information to Distributors

Solely for the purposes of the product governance requirements of in Chapter 3 of the Product Intervention and Product Governance Sourcebook in the FCA Handbook, as amended by the Markets in Financial Instruments (Amendment)(EU Exit) Regulations 2018 (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of the Conduct of Business Sourcebook in the FCA Handbook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital and Shard 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 Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES.

THIS ANNOUNCEMENT , INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, 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, NEW ZEALAND THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL.  THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND 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 OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.  PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. 

THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW.  NO ACTION HAS BEEN TAKEN BY THE COMPANY, SHORE CAPITAL AND CORPORATE LIMITED ("SHORE CAPITAL"),  SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE STOCKBROKERS") (TOGETHER "SHORE"), SHARD CAPITAL PARTNERS LLP ("SHARD") OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE UK.  PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY, SHORE AND SHARD TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"), AND (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") WHO ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.  THE PLACING SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT (1) TO QIBS IN ACCORDANCE WITH RULE 144A US SECURITIES ACT OR (2) OTHERWISE IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, AND, IN EACH CASE, IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION 4(A)(2) OF THE US SECURITIES ACT MADE IN THE UNITED STATES.

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS".  THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS", "INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY.  THESE FORWARD-LOOKING STATEMENTS INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS.  THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS.  FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS, INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND LIQUIDITY.  WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT.  SAVE AS REQUIRED BY LAW OR BY THE LISTING RULES THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY.  NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY SHORE, SHARD OR ANY OF THEIR RESPECTIVE ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY DISCLAIMED.

THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

This Announcement should be read in its entirety.

Terms and conditions of, and the mechanics of participation in, the Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. 

No commission will be paid to Placees or by Placees in respect of any Placing Shares.

Details of the Placing Agreement and the Placing Shares

Shore Stockbrokers and Shard as joint brokers (together the "Brokers" and each a "Broker") have entered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in such Placing Agreement, each of Shore Stockbrokers and Shard, as agent for and on behalf of the Company, has agreed (severally and not jointly and severally) to use their respective reasonable endeavors to procure Placees for the Placing Shares at the Placing Price (as defined below). The Placing is not being underwritten by Shore Stockbrokers or Shard.

The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of a placing supplement agreement by the Company and the Brokers (the "Placing Supplement"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Brokers. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Shore Stockbrokers and Shard.  Shore Stockbrokers and Shard have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

Shore Stockbrokers and Shard have the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

Application for Admission

Applications have been, or will be, made (i) to the Financial Conduct Authority (the "FCA") for the admission of the Placing Shares to the Standard Segment of the Official List trading of the FCA and (ii) to the London Stock Exchange for the admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 8 March 2021 and that dealings in the Placing Shares will commence at the same time.

Principal terms of the Placing

Shore Stockbrokers and Shard are acting as joint brokers to the Placing, as agents for and on behalf of the Company.  Shore Stockbrokers and Shard are respectively authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of either Shore Stockbrokers or Shard or for providing advice in relation to the matters described in this Announcement.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Shore Stockbrokers or Shard to participate. Shore Stockbrokers and Shard and any of their affiliates are entitled to participate in the Placing as principal.

Shore Stockbrokers and Shard are proceeding with the Bookbuild for the purpose of assessing the demand from institutional and other investors for subscribing for Placing Shares at the Placing Price and the Company then issuing the Placing Shares under the Placing to raise £5.25 million to £5.75 million for the Company before expenses.  The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by the Brokers (in consultation with the Company) following completion of the Bookbuild.  The Brokers will commence the Bookbuild today and it is expected to close at 6:00 p.m. today but may be closed earlier or later at the Brokers' discretion. Completion of the Bookbuild is at the discretion of the Company and there is no guarantee that the Bookbuild will be completed. The Brokers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

Each Placee's allocation of Placing Shares will be communicated orally by the relevant Broker to the relevant Placee.  That oral confirmation will give rise to an irrevocable, legally binding commitment by such Placee, in favour of the Brokers and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association.  Except with the relevant Broker's consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.

Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Broker.  The contract note will set out the number of Placing Shares allocated, the Placing Price and the aggregate amount owed by such Placee to the relevant Broker.  The terms of this Appendix will be deemed incorporated in that contract note.

An offer to acquire Placing Shares which has been communicated by a prospective Placee to either of the Brokers and which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation following the publication of this Announcement without the consent of the relevant Broker.

The Placing Price shall be payable to the Brokers by all Placees in accordance with the terms of the contract note issued to them respectively.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Broker (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the basis explained below under "Registration and Settlement".

All obligations of the Brokers under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and/or set out in the Placing Agreement and will not otherwise be capable of rescission or termination by the Placee.

To the fullest extent permissible by law and applicable FCA rules, none of (a) the Brokers (or either of them), (b) any of Brokers' respective affiliates, agents, directors, officers, employees or consultants, (c) to the extent not contained within (a) or (b), any person connected with either of the Brokers (as defined in the FSMA) ((b) and (c) being together "affiliates" and individually an "affiliate" of either Broker or (d) any person acting on behalf of either Broker, shall have any liability (including, to the extent permissible by law, any fiduciary duties) to any Placee or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither of the Brokers nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Brokers and the Company may agree.

Registration and Settlement

Each Placee which has been allocated Placing Shares in the Placing will be sent a contract note by the relevant Broker stating, inter alia, the number of Placing Shares allocated to it, the Placing Price and the aggregate amount owed by them to the relevant Broker.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Broker in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Broker.

Settlement of transactions in the Placing Shares (ISIN:  IM00BDHDTX83) will take place within the CREST system, subject to certain exceptions.  In accordance with the contract note, settlement through CREST with respect to the Placing Shares will be on a delivery versus payment ("DVP") basis unless otherwise notified by the Brokers and is expected to occur at 8.00 a.m. on 8 March 2021.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and each of the Brokers may agree that the Placing Shares should be issued in certificated form.

Each of the Brokers also reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR as determined by the Brokers.

Each Placee is deemed to agree that if it does not comply with these obligations, the Brokers may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Broker's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the contract note is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of each of the Brokers under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

1.  the Brokers having received placing commitments from Placees in respect of the Placing Shares (as agent for the Company) by no later than 6.00 pm on 26 February 2021 (or such later date as the Company and the Placing Agents may agree, in any event being no later than the Long Stop Date);

2.  none of the warranties or undertakings provided in the Placing Agreement by the Company being or having become untrue, inaccurate or misleading at any time before Admission and no fact or circumstance having arisen which would constitute a breach of any such warranties;

3.  the performance by the Company of certain obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission; and

4.  Admission occurring not later than 8.00 a.m. on 8 March 2021 or such later time as the Brokers may agree in writing with the Company (but in any event not later than 11.59 p.m. on 30 April 2021)

(all conditions to the obligations of each of the Brokers included in the Placing Agreement being together, the "Conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Brokers may agree), or the Placing Agreement is terminated in accordance with the circumstances described under "Termination of the Placing" below, the Placing will lapse and each Placee's rights and obligations shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee, and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Certain Conditions may be waived in whole or in part by the Brokers acting jointly in their absolute discretion and the Brokers may also agree in writing with the Company to extend the time for satisfaction of any condition.  Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

The Brokers may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither of the Brokers, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Brokers.

Termination of the Placing

Either of the Brokers may terminate its obligation under the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1.  it comes to the notice of either Broker that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing, is or has become untrue, incorrect or misleading in any material respect;

2.  it comes to the knowledge of either Broker that any of the warranties in the Placing Agreement was untrue or inaccurate when made and/or that any of the warranties in the Placing Agreement have, at any time prior to Admission, ceased to be true or accurate by reference to the facts and circumstances from time to time subsisting or a matter has arisen which gives rise to a claim under any of the indemnities in the Placing Agreement;

3.  there has occurred any material adverse change in the financial position, business or prospects of the Company; or

4.  there has occurred any change in national or international financial, market, economic or political conditions (including a material deterioration in, or a material escalation in response to, the COVID-19 pandemic) or there shall have occurred any event which is likely to have a material adverse effect on the business or prospects of the Company or to render the Placing impracticable or inadvisable.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee, and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Brokers that the exercise by the Company, or the Brokers, of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Brokers and that neither the Company nor the Brokers need make any reference to such Placee and that none of the Brokers, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. 

No prospectus

No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK ProspectusRegulation"). Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the contract note to be sent to individual Placees.

Representations, warranties and further terms

By participating in the Placing, each Placee and/or any person acting on such Placee's behalf acknowledges, agrees, represents, undertakes, and warrants with each of the Brokers (for itself and as agent on behalf of the Company) that (save where the Brokers expressly agree in writing to the contrary):

1.  it has read and understood this Announcement in its entirety and it agrees and acknowledges that the issue and acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained in this Appendix;

2.  it is a Relevant Person and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business;

3.  in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

a.  it is a UK Qualified Investor; and

b.  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5(1) of the UK Prospectus Regulation:

i.  the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale (i) to persons in the United Kingdom other than UK Qualified Investors or (ii) to persons in any Relevant Member State other than EU Qualified Investors or (iii) in circumstances in which the prior consent of the Brokers has been given to the offer or resale; or

ii.  where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; or

iii.  where Placing Shares have been acquired by it on behalf of persons, other than EU Qualified Investors, in any Relevant Member State, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4.  in the case of a Relevant Person in a Relevant Member State who acquires any Placing Shares pursuant to the Placing:

a.  it is an EU Qualified Investor; and

b.  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5 of the EU Prospectus Regulation:

i.  the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale (i) to persons in the United Kingdom other than UK Qualified Investors or (ii) to persons in any Relevant Member State other than EU Qualified Investors or (iii) in circumstances in which the prior consent of the Brokers has been given to the offer or resale; or

ii.  where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; or

iii.  where Placing Shares have been acquired by it on behalf of persons, other than EU Qualified Investors, in any Relevant Member State, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

5.  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, New Zealand or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, New Zealand or the Republic of South Africa and may not be offered, sold or acquired, directly or indirectly, within those jurisdictions;

6.  it acknowledges that no action has been or will be taken by any of the Company, the Brokers or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required.  In addition, the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States (or any state or other jurisdiction of the United States), Australia, Canada, Japan, New Zealand or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

7.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

8.  it and the beneficial owner of the Placing Shares:

a.  is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act; or

b.  is acquiring the Placing Shares 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;

9.  it and/or each person on whose behalf it is participating (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; and (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Announcement on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and each of the Brokers for the performance of all its obligations as a Placee in the Placing (whether or not it is acting on behalf of another person);

10.  it is acquiring the Placing Shares for its own account or if it is acquiring the Placing Shares on behalf of another person it confirms that it exercises sole investment discretion in relation to such other person's affairs and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

11.  it understands (or if acting on behalf of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;

12.  it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (i) is required under the EU Prospectus Regulation, the UK Prospectus Regulation or the PRR; or (ii) has been or will be prepared in connection with the Placing;

13.  the Ordinary Shares are admitted to trading on the Main Market, and that the Company is therefore required to publish certain business and financial information in accordance with the Listing Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account (the "Exchange Information"), and that it is able to obtain or access the Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

14.  it has made its own assessment of the Company, the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  It has not relied on (i) any investigation that the Brokers or any person acting on either Broker's behalf may have conducted with respect to the Company, the Placing or the Placing Shares; or (ii) any other information given or any other representations, statements or warranties made at any time by any person in connection with Admission, the Company, the Placing, the Placing Shares or otherwise;

15.  none of the Brokers, the Company nor any of their respective affiliates, agents, consultants, directors, employees, officers or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares or the Company or any other person in addition to the information in this Announcement; nor has it requested either of the Brokers, the Company, any of their respective affiliates, agents, consultants, employees, directors or officers or any person acting on behalf of any of them to provide it with any such information;

16.  the content of this Announcement has been prepared by and is exclusively the responsibility of the Company.  Neither of the Brokers nor any persons acting on behalf of either of them are responsible for or has or shall have any liability for any information, representation, warranty or statement, written or oral relating to the Company and either contained in this Announcement or previously or concurrently published by or on behalf of the Company.  Neither of the Brokers will be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Exchange Information or otherwise.  None of the Brokers, the Company, nor any of their respective affiliates, agents, consultants, directors, employees or officers has made any representation or warranty to the Placee, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement or the Exchange Information.  Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

17.  the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement.  It has satisfied itself that such information is still current and is all that it deems necessary to make an investment decision in respect of the Placing Shares;

18.  it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to the relevant Broker for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement or the relevant contract note, failing which the relevant Placing Shares may be placed with others on such terms as the Brokers may, in their absolute discretion, determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

19.  it, or the person specified by it for registration as a holder of the Placing Shares, will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and shall indemnify the Company and each of the Brokers in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of either of the Brokers who will hold them as nominee on behalf of such Placee (or the person specified by it for registration as holder of the Placing Shares) until settlement with it in accordance with its standing settlement instructions;

20.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in those sections and that it, or the person specified by it for registration as holder of the Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

21.  it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither of the Brokers have approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

22.  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

23.  none of the Brokers, the Company, any of their respective affiliates, agents, consultants, directors, employees or officers or any person acting on behalf of any of them are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties contained in the Placing Agreement nor the exercise or performance of each of the Broker's rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right.  Its participation in the Placing is on the basis that it is not and will not be a client of either of the Brokers and the Brokers have no duties or responsibilities to it for providing the protections afforded to their clients or customers under the rules of the FCA, and any payment by it will not be treated as client money governed by the rules of the FCA; 

24.  the Brokers and each of their respective affiliates, each acting as an investor for its or their own account(s), may, in accordance with applicable legal and regulatory provisions, bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Brokers and/or any of their respective affiliates, acting as an investor for its or their own account(s).  Neither the Brokers nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

25.  it will not make any offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or anywhere in the EEA prior to the expiry of a period of twelve months from Admission, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of the FSMA or the PRR or an offer to the public in any Relevant Member State within the meaning of the EU Prospectus Regulation;

26.  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

27.  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

28.  it has neither received nor relied on any confidential or price-sensitive information concerning the Company in accepting this invitation to participate in the Placing;

29.  if it has received any 'inside information' (for the purposes of the MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of the MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

30.  in order to ensure compliance with the Money Laundering Regulations 2017, the Brokers, each for themselves 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 the Brokers or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Brokers' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Brokers' or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity, the Brokers, each for themselves and as agent on behalf of the Company, or the Company's registrars have not received evidence satisfactory to them, the Brokers and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest, at the risk of the relevant Placee, to the account of the drawee's bank from which they were originally debited;

31.  it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Brokers' conduct of the Placing;

32.  it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares.  It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing.  It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

33.  it irrevocably appoints any duly authorised officer of either of the Brokers 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 upon the terms of this Announcement;

34.  the Company, the Brokers and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each Broker on its own behalf and on behalf of the Company and are irrevocable, and agrees that if any of the representations and agreements deemed to have been made by it by its subscription for Placing Shares are no longer accurate, it shall promptly notify the Company and the Brokers;

35.  time is of the essence as regards its obligations under this Appendix;

36.  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Brokers; and

37.  the terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Brokers 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.

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, each Broker and each of their respective affiliates, agents, consultants, directors, employees and officers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of any of the acknowledgements, agreements, representations, undertakings and warranties given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by either Broker, the Company or any of their respective affiliates, agents, consultants, directors, employees or officers arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Brokers shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and should notify the Brokers accordingly.  In addition, Placees should note that they will be liable for any capital duty or gains, 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 within or outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Brokers in the event that either the Company and/or the Brokers have incurred any such liability to such taxes or duties.

The acknowledgements, representations, undertakings and warranties contained in this Appendix are given to each Broker for itself and as agent on behalf of the Company and are irrevocable and will survive completion of the Placing.

Each Placee and any person acting on behalf of the Placee acknowledges that the Brokers do not owe any fiduciary or other duties to any Placee in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties in the Placing Agreement.

When a Placee or any person acting on behalf of the Placee is dealing with a Broker, any money held in an account with the relevant Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules.

References to time in this Announcement are to London time, unless otherwise stated.  All times and dates in this Announcement may be subject to amendment.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of Placing Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Placing Shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the Main Market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence" are to the lawful currency of the UK; 

"Admission" the admission of the Placing Shares to listing on the Official List of the UK Listing Authority and to trading on the Main Market becoming effective in accordance with Rule 3.2.7G of the Listing Rules and paragraph 3 of the Admission and Disclosure Standards (and references to 'Admission becoming effective' and similar expressions shall be construed accordingly);

"Announcement" means this announcement including, but not limited to, the Appendix and the information contained therein;

"Appendix" means this appendix to the Announcement;

"Bookbuild" means the book building process undertaken by Shore Stockbrokers and Shard to determine demand for participation in the Placing;

"Brokers" means Shore Stockbrokers and Shard;

"Company" means Emmerson plc;

"EEA" means the European Economic Area;

"EU Prospectus Regulation" means the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market as may be amended from time to time;

"EU Qualified Investor" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "EU Qualified Investors" means more than one EU Qualified Investor);

"Exchange Information" has the meaning set out in warranty 13 of the Appendix;

"FCA" means the UK Financial Conduct Authority;

"FSMA" means the Financial Services and Markets Act 2000 (as may be amended from time to time);

"LIBOR" means the London Interbank Offered Rate;

"Listing Rules" means the Listing Rules for Companies listed on the London Stock Exchange, published by the Financial Conduct Authority as at the date of this Announcement;

"London Stock Exchange" means London Stock Exchange plc;

"MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;

"Ordinary Shares" means the ordinary shares of no par value pence each in the capital of the Company;

"Placee" means a person who is invited to and chooses to participate in the Placing by making or accepting an offer to acquire Placing Shares;

"Placing" means the placing of the Placing Shares at the Placing Price by the Brokers pursuant to the terms of the Placing Agreement;

"Placing Agreement" means the agreement dated 26 February 2021 and entered into between Shore Capital, Shore Stockbrokers , Shard and the Company;

"Placing Price" means the price payable per Placing Share to be determined following the close of the Bookbuild;

"Placing Shares" means the number of new Ordinary Shares that the Company will allot pursuant to the Placing, as shall be determined by the Company in consultation with Shore Stockbrokers;

"PRR" means the Prospectus Regulation Rules made by the FCA under section 73A of the FSMA;

"QIB" means a qualified institutional buyer as the term is defined in rule 144A under the US Securities Act (and accordingly "QIBs" means more than one QIB);

"Relevant Member State" means a member state of the EEA which has implemented the EU Prospectus Regulation;

"Relevant Person" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "Relevant Persons" means more than one Relevant Person);

"Shard" means Shard Capital Partners LLP;

"Shore Capital" means Shore Capital and Corporate Ltd;

"Shore Stockbrokers" means Shore Capital Stockbrokers Ltd;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"UK Prospectus Regulation" means the UK version of the EU Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018;

"UK Qualified Investor" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "UK Qualified Investors" means more than one UK Qualified Investor);

"US" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof. ; and

"US Securities Act" means the United States Securities Act of 1933, as may be amended from time to time.

 

END

 

 

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