Proposed Acquisition and Placing

RNS Number : 7507J

Inspired Energy PLC

07 December 2018

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

7 December 2018

Inspired Energy plc

("Inspired" or the "Group")

Proposed acquisition of Inprova Finance Limited

Placing to raise up to £19.0 million

Inspired (AIM: INSE), a leading energy procurement consultant to UK and Irish corporates, announces that it has conditionally agreed to acquire Inprova Finance Limited ("Inprova Finance" or "IFL") for £19.5 million in cash (the "Consideration"), on a debt free cash free basis (the "Acquisition") from Inprova Group Limited ("Inprova Group"). The Acquisition is expected by the Board to be earnings enhancing in FY 2019 and beyond.

In addition, and in connection with the Acquisition, the Company proposes to raise up to £19.0 million by way of a conditional placing of 115,151,516 new Ordinary Shares at 16.5 pence per Ordinary Share. The Company intends to use the net proceeds of the Placing to finance the Consideration and will utilise its existing bank facilities to finance the balance of the Consideration and associated advisory fees relating to the Acquisition. 

Acquisition highlights

·      IFL provides energy procurement services to its customers analysing usage data to recommend the appropriate options on either flexible procurement arrangements or a fixed price basis

·       IFL also provides consultancy services to its customers to enable customers to buy energy efficiently and monitor and reduce their carbon footprint

·      IFL is a significant operator within the UK TPI market with access to 19,000 meter points through over 1,000 customers

·      IFL has a strong presence in four sectors which it believes have attractive long term growth dynamics being: data centres, social housing, education and construction, which the Board believe with further extend the Group's sector specialism

·      In the year ended 30 June 2018, IFL generated revenues of £7.8 million and EBITDA of £2.9 million

·      As at 30 June 2018, IFL's order book stood at c.£11.6 million

·      The Board believes the Acquisition will be enhancing to adjusted earnings per share in FY 2019 and beyond

Opportunity for value creation

The Acquisition will augment the Company's strategy to consolidate its market position:

Strategic acceleration

·      IFL will be able to leverage the platform and capabilities of the Enlarged Group

·    There will be cross-selling opportunities as IFL's sales team will be able to offer its customers the access to the additional capabilities and services of the Enlarged Group

Operational efficiencies

·      IFL currently delivers EBITDA margins of c.37%, compared with Group margins of 40%

·      Economies of scale may be generated through the dilution of central costs

·      Synergies will be generated through the alignment of internal IT systems, procedures and processes

Strengthening position and reach

The integration of the first and eighth ranked third party intermediary TPIs in the I&C sector will further consolidate the Group's position as the market leader in the UK and Ireland

Placing highlights

·     Inspired is proposing to raise up to £19.0 million (before expenses) through a placing of 115,151,516 Placing Shares at 16.5 pence per Ordinary Share (the "Placing Price").

·    The Placing Price represents a discount of approximately 1 per cent. to the closing price of 16.65 pence of the Ordinary Shares on 6 December 2018

·      Shore Capital and Peel Hunt are acting as Joint Bookrunners in connection with the Placing

Commenting on the proposed acquisition, Mark Dickinson, Chief Executive Officer of Inspired, said: "We are delighted to have agreed the acquisition of IFL and its group of energy businesses.  This acquisition provides an opportunity to drive further growth from Inspired's established platform and deliver value creation, both strategically and operationally, in addition to strengthening the Group's position as a leading TPI in the UK and Ireland. We look forward to working with the team as we continue to accelerate our next phase of growth."   

Enquiries:

Inspired Energy plc	www.inspiredplc.co.uk
Mark Dickinson, Chief Executive Officer	[phone]
Paul Connor, Finance Director
Shore Capital (Nomad and Joint Bookrunner)	[phone]
Dru Danford Edward Mansfield James Thomas
Peel Hunt LLP (Joint Bookrunner) Jock Maxwell Macdonald Sohail Akbar Mike Bell	[phone]
Gable Communications	[phone]
Justine James John Bick	[phone] [e-mail]

The Appendices set out further information relating to the Acquisition and Placing and the terms and conditions 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.

Important notice

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Shore Capital and Corporate Limited, Shore Capital Stockbrokers Limited (together with Shore Capital and Corporate Limited, "Shore Capital") or Peel Hunt LLP (("Peel Hunt" and, together with Shore Capital, "Joint Bookrunners") or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

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 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86(7) of FSMA acting as principal or in circumstances to which section 86(2) of FSMA applies or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act 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 relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.

Each of Shore Capital and Peel Hunt, which are authorised and regulated in the United Kingdom by the FCA, are acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or Peel Hunt or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

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 either Joint Bookrunner or by any of their respective affiliates or either Joint Bookrunner or their respective affiliates' agents, directors, officers and employees 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 interested party or its advisers, and any liability therefor is expressly disclaimed. Nothing in this Important notice shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this announcement, and to providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing and no public offering of securities is or will be made.

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.

1.     Introduction

The Company today announced that it has entered into an agreement with the Vendor to acquire the issued share capital of Inprova Finance for £19.5 million in cash, on a debt free cash free basis. In addition, the Company is proposing to raise an aggregate of £19.0 million (before expenses) through a placing of 115,151,516 Placing Shares at the Placing Price. The Placing Shares are being placed conditionally, amongst other things, on the passing of the Placing Resolutions at the GM and Admission. Completion of the Acquisition is conditional, amongst other matters, on the receipt of the subscription monies relating to the Placing Shares. The Placing has not been underwritten.

Following the issue of the Placing Shares, the Board expects the Acquisition to be enhancing to Adjusted EPS in FY 2019 and beyond. Further details of the terms of the Acquisition and the Placing are set out below under the headings "Principal terms of the Acquisition" and "Details of the Placing and the use of proceeds".

2.     Information on Inspired

Inspired was established in 2000 and its core focus is providing expert energy consultancy services to large industrial and commercial clients, including effective buying strategies, market intelligence and extensive management solutions, along with a range of services across the life of each supply contract, including energy accounting, supply chain management, audit/compliance support and monitoring and optimisation services. In July 2018, Cornwall Insight, an independent consultancy to the UK energy market, which provides research, insight and intelligence to market participants, released its Q1 2018 update 'TPIs in the Business and Industrial Energy Supply Markets' (the "Cornwall Report"). Within the Cornwall Report, Inspired was ranked as the leading TPI in the Industrial & Commercial ("I&C") sector.

The Company is organised into two divisions, being the Corporate division and the SME division. The Corporate division's core services include the review, analysis, negotiation and bureau of gas and electricity contracts. The Corporate division benefits from a trading team, who actively focus on high-volume customers, providing more complex, long-term energy frameworks based on agreed risk management strategies. The division has been organised to operate under a unified "Inspired" brand with the service offering segmented into four broad categories of customer focus being:

·      Energy intensive;

·      Commercial/estate intensive;

·      Public services; and

·      Corporate.

The Corporate division focuses on clients who require a highly tailored offering to simplify, verify, inform, protect and optimise significant and complex energy requirements, which may encompass a number of products or services. To meet its clients evolving needs, the Group is continuing to expand its service and solution offering, with the current focus on the following strategic areas:

·   Optimisation Services: Expansion of the Optimisation Services division to match client's increasingly sophisticated needs with respect to monitoring, targeting and efficiency;

·      Software Solutions: Creation of a Software Services division to provide software solutions across the energy value chain; and

·     Research and Development: Creation of an 'Inspired Incubator' to allow Inspired to support early stage energy and utility solutions, which have the potential to add value to energy consumers in the future.

In FY 2017, the Corporate division generated revenues of £21.46 million and Adjusted EBITDA of £10.20 million. In H1 2018, revenues increased 50 per cent. to £13.76 million contributing 85 per cent. of Group revenues for the period. Adjusted EBITDA in the period increased 50 per cent. to £6.43 million. As at 30 June 2018, the Procurement Corporate Order Book stood at £40.1 million, having increased from £39.0 million as at 31 December 2017.

The SME division employs energy consultants who contact prospective SME clients to offer reduced tariffs and contracts based on the situation of the customer. Leads are generated and managed by the Group's customised customer relationship management and case management IT system. Tariffs are offered from a range of suppliers and the Group is actively working with new suppliers to increase the range of products available to SME clients.

In FY 2017, the SME division generated revenues of £6.00 million and Adjusted EBITDA of £2.46 million. In H1 2018, revenues declined by 17 per cent. to £2.48 million as a result of the Board taking the decision to streamline the focus of the division and discontinue the non-profit generating revenue streams. The reorganisation of the division has allowed it to continue to contribute strong profits and cash in the period, delivering Adjusted EBITDA of £0.94m (H1 2017: £1.01m), with increased margins enabling the division to contribute materially to the cash generation of the Group.

2.1.   Strategy

The Board has an established acquisition strategy in place and has, since admission to trading on AIM in 2011, successfully executed 13 acquisitions. The Board believes that it now has a scaleable platform for further organic and acquisitive expansion supported by an established operating structure and integrated IT platforms. The Board has a clear strategy that it believes will enable the Group to continue to build on its success by continuing to grow its share in the UK and Irish TPI market, together with increasing the breadth and complexity of its offering to clients.  The Board believes that it can achieve this by:

·      Recognising that the UK and Irish energy markets have a known number of energy consumers and these consumers occupy buildings and infrastructure with a series of meter points; 

·      Understanding that different types of business have different needs at their meter points and each meter point represents an opportunity for Inspired to service the specific needs of the client ("Units of Opportunity");

·      Expanding the number of Units of Opportunity the Group has a transactional or commercial relationship with through acquisitive and organic growth of the Group's client base;

·      Broadening the service offering of the Group and in turn the value Inspired can add to a client at each meter point ("Accessible Revenue"); and

·      Quantifying the bank of cross-selling opportunities into the Group's existing client base on a case by case basis and systematically engaging with clients to maximise their utilisation of relevant services.

In order meet its strategic objectives of growing the Group's access to Units of Opportunity and increasing Accessible Revenue from retained clients, the Board requires any target business to fulfil one or more of the following criteria:

·      Additional technical and/or service capability;

·      Sector specialism and diversification;

·      Increased geographic footprint (both regional and international); and/or

·      Earnings accretive.

The Board will continue to seek acquisition opportunities which fit with the Group's strategy in order to augment the Group's services, products or markets.

3.     Market overview

3.1.   Corporate market overview

The corporate market consists of 1,177,000 meters, being potential Units of Opportunity for the Group, of which c. 925,000 are electricity meters with the balance of 252,000 being gas meters with a total market value of c. £1.2 billion. Based on the data provided by Cornwall Report there are four service areas currently of relevance to the Group, which could provide additional Units of Opportunity and the table below sets out both the estimated market value and the current levels of market penetration within each segment:

Service area	Market value (£'m)		Service area	Available unpenetrated "Blue Ocean"
Procurement	£254		Procurement	23%
Energy Accounting	£64		Energy Accounting	26%
Compliance	£70		Compliance	36%
Optimisation	£812		Optimisation	85%
Total Market Value	£1,199		Average "Blue Ocean"	66%

Source: Data points extracted from the Cornwall Report

3.2.   The Group's current market position

The Group's current penetration within the four service areas is as follows:

Service area	Share of total market	Share of penetrated market
Procurement	7%	9%
Energy Accounting	12%	16%
Compliance	1%	1%
Optimisation	0%	1%
Total Market Value	2%	7%

Source: Data points extracted from the Cornwall Report

A key focus of the Board is to increase the Accessible Revenue per Unit of Opportunity thus broadening the Group's service offering and increasing the conversion of sales of the Group's various services into each meter point.

4.     Current trading and prospects

On 4 September 2018 the Company announced its results for the six months ended 30 June 2018. Momentum within the Corporate division from a strong H1 has carried into the second half with continuing organic growth. In addition, the benefits of streamlined focus within the SME division have continued into the second half, reflected in robust margins and cash generation.

The acquisitions from H1 are now fully integrated into the Group and performing in line with management's expectations. On 11 September 2018, the Group announced the acquisition of Professional Cost Management Group Limited, a national cost recovery specialist, for an aggregate consideration of up to £700,000 payable in cash. The Group expects to shortly make its first investment in an incubator project, a software development group with a focus on energy related systems, which will provide the Group with access to its services and an option to acquire the business on pre-agreed terms. The Board remains confident in meeting full year market expectations.

5.     Information on Inprova Group

The Inprova Group is headquartered in Warrington and consists of two divisions being the Energy division and Services division. The Services Division provides a range of procurement support to clients, including property and construction, facilities management and maintenance, fleet and logistics. Under the Acquisition Agreement the Company will acquire the Energy division which resides in Inprova Finance, with the Services division remaining in Inprova Group.

5.1.   Overview of Inprova Finance

IFL is a provider of energy procurement and consulting services that has expanded significantly through acquisition. In 2015, Inprova Group acquired three businesses to bolster IFL: Energy Team (UK) Limited, ENER-G Limited and UES Energy Group Limited. Subsequently, in January 2018, Inprova Group acquired E&CM Holdings Limited.  As a result of these acquisitions Inprova Group's Energy division was ranked joint eighth in the I&C sector index rankings of the Cornwall Report.

The Energy division operates primarily from two sites in Surrey and a site in South Wales, employing a total of 92 staff. The business is focussed on servicing four sectors which it believes have attractive long-term growth dynamics, being data centres, social housing, education and construction.

5.1.1.   Services

Energy Procurement

IFL provides energy procurement services to its customers analysing usage data to recommend the appropriate options. Contracts are offered on a fixed price or flexible risk managed basis alongside the provision of bureau and bill validation services.  Risk managed contracts are tailored to the end customers' specific requirements to create a bespoke energy purchasing strategy. In addition, IFL utilises collective purchasing agreements to enable smaller organisations to purchase fixed price contracts whilst benefitting from volume purchase discounts.

Revenues are generated either via commission payable by the energy supplier based on energy consumption of the customer or by way of a fixed fee arrangement with IFL for energy procurement ("Procurement Revenues"). Procurement Revenues represented 96.8 per cent. of IFL's revenues in the financial year ended 30 June 2018.

Energy Services

IFL also provides consultancy services to its customers to enable customers to buy energy efficiently and monitor and reduce their carbon footprint. Services offered include energy audits, identification of energy-saving opportunities, tenant billing, data circuit monitoring, training programmes and meter installation and maintenance. These consultancy services can assist customers in complying with the UK government's Energy Saving Opportunity Scheme regulations. Energy Services Revenues represented 3.2 per cent. of IFL's revenues in the financial year ended 30 June 2018.

6.     Summary financial results of IFL

Set out below are extracts from IFL's unaudited financial statements which were prepared under UK GAAP. The Company has a 30 June year end. In 2018, IFL generated revenues of £7.84 million. The top ten customers in 2018 represented 16.2 per cent. of revenues.

Profit and Loss                                                                                                 Balance Sheet

£'000	FY 2017	FY 2018		£'000	FY 2017	FY 2018
Revenue	7,222	7,844		Gross assets	10,227	12,109
EBITDA	2,459	2,910		Net assets	8,490	8,108
Profit after tax*	1,343	2,406
EBITDA margin	34.0%	37.0%

*Before exceptional items

As at 30 June 2018, IFL's order book stood at c.£11.6 million of which c.£11.2 million relates to Procurement Revenues with the balance relating to Energy Services Revenues. IFL states that the order book represents committed contracts that have an average duration of 2.2 years and an average time remaining of 14.7 months.

7.     Background to and reasons for the Acquisition

The Acquisition of IFL will be consistent with Inspired's stated strategy of generating growth organically or through acquisition. IFL is a significant operator within the UK TPI market and IFL has confirmed that as at July 2018 it had over 1,000 customers representing over 19,000 meter points. IFL is therefore a complementary acquisition to Inspired's core Corporate division and further extends the Group's geographical footprint and sector specialism. The Board believes that consolidation of the first and eighth ranked TPIs in the I&C sector will further strengthen the Group's market position.

The Acquisition, will provide an increased Unit of Opportunity base for the Enlarged Group. The Acquisition will provide Inspired with the opportunity to leverage off its existing platform to cross-sell the broader range of capabilities and services that the Group provides into IFL's customer base.

In the year to 30 June 2018, IFL generated EBITDA of £2.91 million at a margin of 37.0 per cent., reflecting the value-added nature of IFL's services as well as its focus on I&C customers with complex energy requirements. This compares with the Group's EBITDA margin for FY 2017 of 40.0 per cent., with the Corporate division generating an EBITDA margin of 47.5 per cent.. The Board believes that IFL's margins are capable of being brought into line with those of the Group and, that there is scope to generate operational efficiencies across the enlarged Group through economies of scale and the dilution of central costs as well as operational synergies through the alignment of internal IT systems, procedures and processes.

8.     Principal terms of the Acquisition

8.1.   Acquisition Agreement

Under the terms of the Acquisition Agreement, Inspired has agreed to acquire the entire issued share capital of Inprova Finance from the Vendor for the Consideration, upon Completion. Completion of the Acquisition is conditional, amongst other things, on the receipt of the subscription monies relating to the Placing Shares.

The Acquisition Agreement contains warranties and indemnities in favour of Inspired customary for a transaction of this nature. The warranties relating to the Vendor's title to the shares being sold and its capacity to sell such shares were given on signing of the Acquisition Agreement and will be repeated prior to completion of the Acquisition ("Completion") and Completion is conditional on such warranties not having been breached. The remaining warranties relating to the business of Inprova Finance were also given on signing of the Acquisition Agreement and will be repeated prior to Completion.

The existing management of IFL, who are not related to the Vendor, will be retained by the Group. The managing director of IFL has been with the business over two years and is well known to executive management of inspired. The managing director will remain with the Enlarged Group and the Board intends to incentivise him and other key employees of IFL by granting share options in the Group following Completion.  The Group has also, conditional on Completion, entered into a transitional service agreement with Inprova Group which will extend for up to two years.

9.     Details of the Placing and use of proceeds

The Placing will raise, in aggregate, £19.0 million (before commissions and expenses) through the conditional placing of the Placing Shares at a price of 16.5 pence per share with institutional and other investors.

The Placing Shares, when issued, will represent approximately 16.1 per cent. of the Enlarged Share Capital immediately following Admission. The Placing Shares will rank in full for all dividends with a record date on or after the date of Admission and otherwise equally with the Ordinary Shares in issue from the date of Admission.

The Placing (which is not being underwritten) is conditional, amongst other things, upon:

(a)        the Placing Agreement becoming unconditional in all respects as regards the Placing (Admission occurring) and not having been terminated in accordance with its terms prior to Admission;

(b)        the Placing Resolutions set out in the Notice of General Meeting being approved by the Shareholders; and

(c)        Admission of the Placing Shares becoming effective on or before 8.00 a.m. on 28 December 2018 or such later date as the Company, Shore Capital and Peel Hunt may agree, being no later than 8.00 a.m. on 31 January 2019.

The Placing is not conditional on the Acquisition completing and therefore there is a risk, albeit the Directors consider it highly unlikely, that the Placing will complete and the Acquisition does not complete. The Directors believe that if Admission occurs and therefore the Placing completes, it is very unlikely that the Acquisition will not complete. Consequently, given the nature of the risk, the Directors have not considered it necessary to consider alternative uses for the net proceeds from the Placing if the Acquisition does not complete apart from that it would use the net proceeds in a way which is in the best interests of the Shareholders as a whole.

9.1.   The Placing Agreement

Pursuant to the terms of the Placing Agreement, the Brokers have conditionally agreed to use their reasonable endeavours, as agents for the Company, to procure subscribers for the Placing Shares at the Placing Price with certain institutional and other investors. 

The Placing Agreement contains warranties from the Company in favour of the Brokers in relation to, amongst other things, the accuracy of the information in this document and other matters relating to the Group and its business.  In addition, the Company has agreed to indemnify Shore Capital and Peel Hunt in relation to certain liabilities they may incur in respect of the Placing. The Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event which in the Brokers' opinion may be material, or a material adverse change affecting the financial position or business or prospects of the Company.

9.2.   Settlement and dealings

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 become effective and that dealings in the Placing Shares will commence on 28 December 2018, subject to the passing of the Placing Resolutions at the GM.

The Placing Shares being issued pursuant to the Placing will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will otherwise rank pari passu in all respects with the issued Ordinary Shares.

9.3.   Use of proceeds

The Company intends to use the net proceeds of the Placing to finance the Consideration to finance the Consideration and will utilise its existing bank facilities to finance the balance of the Consideration and associated advisory fees relating to the Acquisition. 

10.  Irrevocable undertakings

The Company has received irrevocable undertakings to vote in favour of the Resolutions from all Directors who hold ordinary shares, and certain Shareholders who hold, or are interested in, an aggregate of 98,609,979 Existing Ordinary Shares, representing approximately 16.47 per cent. of the Company's current issued share capital.

11.  Recommendation

The Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their beneficial holdings amounting, in aggregate, to 50,762,099 Existing Ordinary Shares, representing approximately 8.48 per cent. of the current issued share capital of the Company.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

		2018
Announcement of the proposed Acquisition, the Placing and publication of this document	7 December
Latest time and date for receipt of Forms of Proxy for the General Meeting	By 10.00 a.m. on 21 December
General Meeting	10.00 a.m. on 27 December
Admission, completion of the Acquisition, the Placing and commencement of dealings in the Placing Shares	28 December
CREST accounts credited	28 December
Dispatch of share certificates in respect of the Placing Shares (if applicable)	In week commencing 14 January 2019

STATISTICS RELATING TO THE ACQUISITION AND PLACING

Number of Existing Ordinary Shares	598,821,924
Number of Placing Shares	115,151,516
Enlarged Share Capital on Admission	713,973,440
Placing Price	16.5p
Placing Shares expressed as a percentage of the Enlarged Share Capital on Admission	16.1%
Gross proceeds of the Placing receivable by the Company	£19.0 million
Market capitalisation of the Company at the Placing Price on Admission	£117.8 million

Definitions

"Acquisition"		the proposed acquisition by Inspired of Inprova Finance pursuant to the Acquisition Agreement;
"Acquisition Agreement"		the conditional agreement dated 6 December 2018 between (1) the Vendor, (2) warrantors as defined therein and (3) Inspired;
"Act"		the Companies Act 2006;
"Adjusted EBITDA"		earnings before interest, taxation, depreciation and amortisation, excluding exceptional items, central costs and share-based payments;
"Adjusted EPS"		adjusted earnings per share represents the earnings per share, as adjusted to remove the effect of fees associated with acquisitions, restructuring costs, the amortisation of intangible assets and share-based payment costs which have been expensed to the Group;
"Admission"		admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules;
"AIM"		the AIM market operated by the London Stock Exchange;
"AIM Rules"		the AIM Rules for Companies published by the London Stock Exchange from time to time;
"Brokers"		Shore Capital and Peel Hunt;
"Consideration"		the £19.5 million due in cash on completion of the Acquisition;
"Company" or "Inspired"		Inspired Energy PLC, a company incorporated and registered in England and Wales with registered number 7639760;
"Cornwall Insight"		Cornwall Insight Limited, a company incorporated in England and Wales with registered number 5379768;
"CREST"		the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations);
"CREST Manual"		the CREST reference manual available from https://www.euroclear.com/site/public/EUI;
"CREST Regulations"		the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755);
	"EBITDA"		earnings before interest, taxation, depreciation and amortisation;
"Enlarged Group"		the Group as enlarged by the Acquisition;
"Enlarged Share Capital"		the issued share capital of the Company as enlarged by the Placing Shares;
"Euroclear"		Euroclear UK & Ireland Limited, the operator of CREST;
"Existing Ordinary Shares"		the 598,821,924 ordinary shares of 0.125 pence each in the capital of the Company in issue at the date of this document;
"FCA"		the UK Financial Conduct Authority;
"Form of Proxy"		the form of proxy for use in connection with the General Meeting, which accompanies this document;
"FSMA"		the Financial Services and Markets Act 2000;
	"FY"		financial year to 31 December;
"GAAP"		Generally Accepted Accounting Principles;
"General Meeting" or "GM"		the general meeting of the Company to be held at Shore Capital Stockbrokers Limited, The Corn Exchange, Fenwick Street, Liverpool, L2 7RB on 27 December 2018 at 10.00 a.m., notice of which is set out at the end of this document;
"Group"		the Company and its subsidiaries as at the date of this document;
	"H1"		six months to 30 June;
"Inprova Group"		Inprova Group Limited, a company incorporated in England and Wales with registered number 4729586;
"Inprova Finance" or "IFL"		Inprova Finance Limited, a company incorporated in England and Wales with registered number 7818875;
"London Stock Exchange"		London Stock Exchange plc;
"Notice of General Meeting"		the notice convening the General Meeting which is set out at the end of this document;
"Ordinary Shares"		ordinary shares of 0.125 pence each in the capital of the Company;
"Peel Hunt"		Peel Hunt LLP, the Company's joint broker for the purposes of the AIM Rules;
"Placing"		the conditional placing of the Placing Shares by Shore Capital and Peel Hunt, as agents on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this document;
"Placing Agreement"		the conditional agreement dated 6 December 2018 and made between (1) SCC, (2) SCS, (3) Peel Hunt, and (4) the Company in relation to the Placing, further details of which are set out in this document;
"Placing Price"		16.5 pence per Placing Share;
"Placing Resolutions"		Resolutions 1 and 2;
"Placing Shares"		the 115,151,516 new Ordinary Shares to be issued and allotted by the Company pursuant to the Placing;
"Procurement Corporate Order Book"		the aggregate revenue expected by the Group in respect of signed contracts between an Inspired client and an energy supplier for the remainder of such contracts (where the contract is live) or for the duration of such contracts (where the contract has yet to commence;
"Prospectus Rules"		the prospectus rules made by the FCA pursuant to section 73A of the FSMA;
	"Q1"		three months to 31 March;
"Registrars"		Equiniti Limited;
"Resolutions"		the resolutions set out in the Notice of General Meeting;
"SCC"		Shore Capital and Corporate Limited, the Company's nominated adviser for the purposes of the AIM Rules;
"SCS"		Shore Capital Stockbrokers Limited, the Company's joint broker for the purposes of the AIM Rules;
"Shareholders"		holders of Existing Ordinary Shares;
"Shore Capital"		SCC and/or SCS, as the context requires;
	"SME"		small and medium-sized enterprises;
	"TPI"		third party intermediary;
"UK" or "United Kingdom"		the United Kingdom of Great Britain and Northern Ireland; and
"Vendor"		Inprova Group.

Note:  Any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension of it.  Words importing the singular include the plural and vice versa and words importing the masculine gender shall include the feminine or neuter gender.

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF SECURITIES WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE CAPITAL") AND/OR PEEL HUNT LLP ("PEEL HUNT" AND TOGETHER WITH SHORE CAPITAL, THE "JOINT BOOKRUNNERS" AND EACH A "JOINT BOOKRUNNER") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED (THE "PROSPECTIVE DIRECTIVE"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES OR (C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions (as defined above) or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Shore Capital or Peel Hunt or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.

Shore Capital and Corporate Limited ("SCC"), which is authorised and regulated by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited ("SCS"), which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint broker to the Company in the United Kingdom for the purposes of the AIM Rules. Persons receiving this document should note that SCC and SCS are acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SCC and SCS or for advising any other person on the transactions and arrangements described in this document.  No representation or warranty, express or implied, is made by SCC or SCS as to any of the contents of this document in connection with the Acquisition and Placing, or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting exclusively for the Company in connection with the Placing and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of Peel Hunt or for advising any other person on the transactions and arrangements described in this document.  No representation or warranty, express or implied, is made by Peel Hunt as to any of the contents of this document in connection with the Acquisition and Placing, or otherwise.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral offer to subscribe for Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION OF PLACING SHARES.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into a placing agreement (the "Placing Agreement") with the Joint Bookrunners. Pursuant to the Placing Agreement, the Joint Bookrunners have, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing").

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

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (""Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares will commence on 28 December 2018, subject to the passing of the Placing Resolutions which are set out within the Notice of General Meeting.

Principal terms of the Placing

1.     The Joint Bookrunners are acting as agents of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.

2.     Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their affiliates are entitled to participate in the Placing as principal.

3.     The price per Placing Share (the "Placing Price") is a fixed price of 16.5 pence and is payable to the relevant Joint Bookrunner (as agent for the Company) by all Placees.

4.     Each Placee's allocation will be determined by the Joint Bookrunners in accordance with the principles of allocation discussed between the Joint Bookrunners and the Company and will be confirmed orally by either Shore Capital or Peel Hunt and each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that contract note.

5.     Shore Capital or Peel Hunt's oral confirmation of an allocation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of such Joint Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it 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 Joint Bookrunner's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

6.     Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted.

7.     Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Shore Capital or Peel Hunt (as applicable), 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.

8.     Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

9.     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 at the same time, on the basis explained below under "Registration and Settlement".

10.  All obligations 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".

11.  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 will not be capable of rescission or termination by the Placee.

12.  The Placing is not conditional on the Acquisition completing and therefore there is a risk, albeit the Directors consider it highly unlikely, that the Placing will complete and the Acquisition does not complete.

13.  To the fullest extent permissible by law, neither: (a) the Joint Bookrunners, nor (b) any of their affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of the Joint Bookrunners) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Joint Bookrunner nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of each Joint Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Nothing in this Appendix shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

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 Joint Bookrunners under the Placing Agreement are conditional, inter alia, on:

1.     the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading in any material respect on and as of the date of the Placing Agreement and on Admission as though they had been given and made on such date by reference to the facts and circumstances then subsisting;

2.     as at immediately prior to Admission, the Acquisition Agreement remaining in full force and effect and not having been breached by any of the parties thereto and not having been terminated;

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

4.     the passing of the Placing Resolutions at the General Meeting;

5.     the Company delivering, by no later than 4.00 p.m. on the dealing day immediately prior to the expected date of Admission (but dated the day of such Admission), to the Joint Bookrunners a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement was materially untrue, inaccurate or misleading when made or would cease to be materially true and accurate or would become materially misleading were it to be repeated by reference to the facts and circumstances subsisting on the date of the certificate;

6.     the obligations of the Joint Bookrunners not having been terminated pursuant to the Placing Agreement and the Placing Agreement otherwise becoming unconditional; and

7.     the Admission occurring not later than 8.00 a.m. on or around 28 December 2018 or such later time as the Joint Bookrunners (acting jointly) may agree in writing with the Company (but in any event not later than 8.00 a.m. on 31 January 2019).

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither of the Joint Bookrunners, the Company, nor any of their respective Affiliates 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 in the Placing Agreement or in respect of the Placing generally.

The Joint Bookrunners may (acting jointly) waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

The Joint Bookrunners may, at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company if, inter alia:

1.     it comes to the knowledge of either Joint Bookrunner that any of the warranties was untrue, inaccurate or misleading, in each case, in any material respect when made on the date of the Placing Agreement and/or that any of the warranties would be untrue, inaccurate or misleading, in each case, in any material respect if it were to be repeated immediately prior to Admission;

2.     it comes to the notice of either Joint Bookrunner that any statement contained in this announcement, or certain of the other documents delivered in relation to the Placing, is or has become untrue, incorrect or misleading in any material respect;

3.     the Company is in material breach of its obligations under the Placing Agreement;

4.     the London Stock Exchange, the FCA or any other agency in any jurisdiction launches or threatens to launch an investigation into the affairs of the Company and its group (as enlarged by the Acquisition) or the trading of the Ordinary Shares;

5.     there occurs a material adverse change in or an event having a serious adverse change in or affecting, the condition (financial, operational, legal or otherwise), earnings, business affairs, management, prospects, or solvency of the Company and its group  taken as a whole, which is material in the context of the Placing, or Admission, whether or not arising in the ordinary course of business; or

6.     any one of a number of force majeure events specified in the Placing Agreement occurs.

By participating in the Placing, each Placee agrees with the Joint Bookrunners that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that neither of the Joint Bookrunners need make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither of the Joint Bookrunners shall have any liability whatsoever to the Placees in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and neither of the Joint Bookrunners nor any of their respective Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).

By participating in the Placing, each Placee acknowledges to and agrees with the Joint Bookrunners for themselves and as agent for the Company that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B5TZC716) following Admission will take place within the CREST system, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions.

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 the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such Placing Shares; (iii) the Company or the Joint Bookrunners may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, the Joint Bookrunners (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to the Joint Bookrunners (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1.     represents and warrants that it has read and understood this announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this announcement (including this Appendix);

2.     acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;

3.     agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

4.     acknowledges that the Placing Shares will be admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and the Company's admission document (collectively, the "Exchange Information"), and that it is able to obtain or access such information without undue difficulty and has read and understood the Exchange Information;

5.     acknowledges that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested either of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

6.     acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7.     acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and 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;

8.     represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;

9.     acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Joint Bookrunners, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this announcement or otherwise; and that (iii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise;

10.  represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

11.  represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;

12.  represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act;

13.  represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

14.  understands that upon the initial issuance of, and until such time as the same is no longer required under the Securities Act or applicable securities laws of any state or other jurisdiction of the United States, any certificates representing the Placing Shares (to the extent such Placing Shares are in certificated form), and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend setting out the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;

15.  represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the EU Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the EU Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

16.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the EU Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Directive;

17.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

18.  represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from, or otherwise involving the United Kingdom;

19.  represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the EU Market Abuse Regulation (2014/596/EU), the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001, the Money Laundering Regulations (2007) (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is 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;

20.  if in the United Kingdom, represents and warrants that it is a person falling within (a) Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO 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;

21.  if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the EU Prospectus Directive, acting as principal or in circumstances to which section 86(2) of FSMA applies;

22.  represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers; undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out in this announcement or any trade confirmation issued pursuant to this announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either the Joint Bookrunners or the Company may, in their absolute discretion, determine 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 costs, commissions, 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;

23.  if it has received any confidential price sensitive information about the Company in advance of the Placing, it warrants that it has received such information within the marketing soundings regime provided for in article 11 of Regulation (EU) No. 596/2014 on market abuse (as amended) and associated delegated regulations and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

24.  acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

25.  undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of the relevant Joint Bookrunner which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

26.  acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

27.  acknowledges that it irrevocably appoints any director of the relevant Joint Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

28.  represents and warrants that (unless otherwise agreed with the Joint Bookrunners) it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

29.  represents and warrants that any person who confirms to either Joint Bookrunner on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises either Joint Bookrunner to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

30.  acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement 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 were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Bookrunners will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Bookrunners accordingly;

31.  acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement (including this Appendix);

32.  acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the relevant Joint Bookrunner, any money held in an account with the relevant Joint Bookrunner 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. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner (as the case may be);

33.  acknowledges and understands that the Company, the Joint Bookrunners, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

34.  acknowledges and understand that the Placing is not conditional on the Acquisition completing and therefore there is a risk, albeit the Directors consider it highly unlikely, that the Placing will complete and the Acquisition does not complete;

35.  acknowledges that the basis of allocation will be determined by the Joint Bookrunners at their absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

36.  irrevocably authorises the Company and the Joint Bookrunners to produce this announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this announcement; and

that its commitment to subscribe for Placing Shares on the terms set out in this announcement will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the Joint Bookrunners, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this announcement or the performance of its obligations pursuant to this announcement or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Joint Bookrunners will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or either of the Joint Bookrunners has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

All times and dates in this announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to either of the Joint Bookrunners:

(a) if he is an individual, his nationality; or

(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and 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 Placing Shares have been subject to a product approval process, which has determined that such 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, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (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.

 

END

 

 

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