Acquisition and Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (REGULATION (EU) NO 596/2014), AS IT FORMS PART OF RETAINED EU LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
For immediate release
7 June 2023
Midwich Group Plc
("Midwich" the "Company" or the "Group")
Acquisition of S.F. Marketing, Inc. and M&A Pipeline update
Proposed placing to raise up to £50m and up to £2m Retail Offer
Midwich (AIM: MIDW), a global specialist audio visual ("AV") distributor to the trade market, is pleased to announce that it has acquired the entire issued share capital of S.F. Marketing, Inc. ("SFM") (the "Acquisition"), a specialist value-add AV distributor in Canada for an enterprise value of up to CA$44.3m (£26.7m) on a cash free, debt free basis (the "Consideration"). The Consideration comprises of an initial consideration of CA$39.3m paid on completion, a CA$2.0m fixed deferred consideration paid on the first twelve month anniversary from completion and up to a further CA$3.0m also payable on the first twelve month anniversary, subject to growth in operating profit. The Consideration is payable in cash with the initial consideration financed from the Company's existing bank facilities.
Midwich today also announces its intention to conduct a non-pre-emptive placing to raise up to £50m (the "Placing"). The net Placing proceeds will be used to pay down the Company's debt, which will fund the initial acquisition consideration of SFM, in addition to the Group securing funding which will enable the execution of its identified near term acquisition pipeline (the "M&A Pipeline"). This includes six opportunities which are currently in due diligence and fully align with the Company's stated growth strategy.
The Placing will be conducted through an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement (as defined below). Investec Bank plc ("Investec") and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are acting as joint brokers and joint bookrunners in connection with the Placing (together, the "Joint Bookrunners").
The number of ordinary shares of one pence each in the capital of the Company ("Ordinary Shares") to be issued pursuant to the Placing (the "Placing Shares") and the price per Placing Share at which the Placing Shares are to be placed (the "Placing Price") will be decided at the close of the Bookbuilding process. The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding process.
The Placing will be effected pursuant to the Company's existing shareholder authorities and therefore is not conditional upon approval by the Company shareholders. In addition, the Board is supportive of the Pre-Emption Group guidance that encourages companies to consider the inclusion of retail shareholders when issuing shares non-pre-emptively, the Company therefore intends to undertake an offer of up to £2.0m, made via the PrimaryBid platform (the "Retail Offer").
A placing agreement has been entered into today between the Company and the Joint Bookrunners in connection with the Placing (the "Placing Agreement"). The terms and conditions of the Placing are set out in Appendix 1 to this announcement (such announcement and its appendices together being the "Announcement"). The Retail Offer is not made subject to the terms and conditions set out in the Appendix 1 to this Announcement, and instead a separate announcement will be made shortly regarding the Retail Offer and its terms.
Acquisition Highlights
|
● |
Midwich's second investment in the strategically important North American region and first physical presence in Canada, a $9.1bn market expected to grow at 5.4% CAGR to 2027 (Source: AVIXA) |
|
● |
SFM is an established player in the Canadian pro audio market with an estimated 20-25% market share. SFM has a strong reputation for technical services as well as pre and post-sales support |
|
● |
Access to approximately 1,500 new customers and strengthens Midwich's relationships with key tier-1 vendors in the audio and visual markets |
|
● |
Opportunity to supplement SFM's existing technology portfolio with complementary brands and new verticals to add incremental revenue into the existing customer base |
|
● |
Provides further support for Midwich's major global customers, who may have projects in the Canadian market |
|
● |
Experienced management team strengthens the Group's North American capabilities in advance of further expansion in the coming years |
Financial Highlights
|
● |
SFM has delivered CAGR growth of +12% revenue between FY20 to FY23, with unaudited FY23 revenues expected to be materially ahead of FY22 |
|
● |
For the year ended 31 May 2022 ("FY22"), SFM delivered revenue of CA$94.7m, a gross margin in excess of 23% and adjusted EBIT of CA$6.1m. The acquisition represents a multiple of approximately 7x FY22 adjusted EBIT |
|
● |
The net proceeds of the Fundraise will be used to repay the Group's existing debt facilities, which were drawn down to fund the Acquisition, and to provide additional resources to fund the Group's near-term M&A Pipeline |
|
● |
The Acquisition and M&A Pipeline combined is expected to be materially earnings accretive in the first full year of ownership, including the impact of the Fundraise and before synergies |
|
● |
Post completion, the Group expects leverage to be c.1.7x, falling to c.1.2x by the end of 2023, on the assumption that all the M&A Pipeline deals complete |
Note: Canadian dollars ("CA$") with comparative figures in pound sterling have been converted at an exchange rate of GBP £1 = CA$1.66.
Stephen Fenby, Managing Director of Midwich Group plc, commented:
"We are delighted to welcome the SFM team to the Midwich Group. The Canadian AV market represents a significant opportunity for the Group, and so it was important that we found a high quality business to partner with. SFM is such a business, with high customer service levels and market-leading technical support. The time we have spent with the SFM management gives us great confidence that we can work together to build an even stronger business serving the Canadian market.
"We are committed to our established strategy of delivering strong organic growth, supplemented by value-add targeted acquisitions, with six more opportunities currently in due diligence and due to complete in 2023."
|
For further information please contact:
|
|
|
Midwich Group plc Stephen Fenby, Managing Director Stephen Lamb, Finance Director
|
Tel: +44 (0) 1379 649200
|
|
Investec Bank plc (NOMAD, Joint Broker and Joint Bookrunner to Midwich) Carlton Nelson / Ben Griffiths / Cameron MacRitchie
|
Tel: +44 (0) 20 7597 5970 |
|
Berenberg (Joint Broker and Joint Bookrunner to Midwich) Ben Wright / Richard Andrews / Arnav Kapoor / Natasha Ninkov
|
Tel: +44 (0) 20 3207 7800 |
|
FTI Consulting Alex Beagley / Tom Hufton / Rafaella de Freitas
|
Tel: +44 (0) 20 3727 1000
|
Acquisition of S.F. Marketing, Inc. and Proposed Placing to raise up to £50m
1. Information on SFM
SFM is a leading value-add distributor of professional AV, with heritage in the professional audio market. It has 146 employees and over 1,500 customers. The business was founded in 1978 and is headquartered in the district of Dorval in Montreal. The business has grown through long standing relationships with tier-1 brands and developing a reputation for offering exceptional levels of service, which remains a key focus of the business's strategy. Prior to the Acquisition, SFM was solely owned by Sol Fleising (Founder of SFM). Mr Fleising retains an advisory position in the business, with day-to-day operations being overseen by the CEO Randall Tucker.
SFM's business operates three main segments:
|
● |
SFM Pro & Live Events - concentrates on the live-events sector, with customers that cater for live-event studios, broadcasting studios, as well as the rental industry that supports the wider events market. The division represented approximately 87% of revenue in FY22. |
|
● |
SFM Retail - specialises in providing a selection of musical instruments, synthesizers, mixers and associated accessories. Customers are primarily specialist music retailers selling to both amateurs as well as professional stage and studio users. The division represented approximately 9% of revenue in FY22. |
|
● |
SFM Systems Integration - focuses on providing solutions for customers operating within the residential and lower-end commercial AV integration markets. Typical projects include the fit-out of conference rooms, restaurants and home theatres. The division represented approximately 4% of revenue in FY22. |
These divisions are supported by a suite of technical and other value additive support services which have been important to SFM's growth and strong reputation in the market, which has enabled SFM to sustain highly attractive gross margins and significant market share.
For the year ended 31 May 2022, SFM generated revenue of CA$94.7m, profit before tax of CA$6.0m and had gross assets of CA$31.7m.
2. Background to and strategic rationale for the Placing and Acquisition
Acquisition of SFM
The Acquisition of SFM is in line with the Group's disciplined approach to acquiring profitable businesses that add value while both strengthening and diversifying the Group's product offering and geographical reach. The Acquisition builds on the Group's proven track record of delivering successful and accretive deals, with 29 businesses acquired to date, spanning 20 territories. Through a combination of organic growth and M&A, the Group has more than doubled both its customer and vendor numbers since 2016, and has increased the non UK & Ireland share of its revenue from approximately 33% to approximately 59%.
SFM is Midwich's second investment in the strategically important North American region following the acquisition of Starin in 2020. SFM also represents Midwich's first physical presence in Canada, which represents 2.6% of the global AV market, with the market expected to grow at a CAGR of 5.4% over the next 5 years to $11.9bn in 2027 (Source: AVIXA).
SFM has a strong reputation and diversified vendor portfolio that further grows the Group's relationships with important tier-1 vendors (Shure, QSC, Blackmagic Design and Pioneer DJ) in the strategically important audio and technical video markets. SFM has minimal overlap with the Group's existing North American business, providing the Group with approximately 1,500 new customers. Midwich expects the acquisition of SFM to further enhance the Group's ability to support its existing major global customers.
There is significant opportunity to supplement SFM's existing technology portfolio with a select number of complementary brands and new verticals to add incremental revenue opportunities into the existing customer base, a strategy that has proved successful in other territories. Additionally, SFM's technical knowledge and vendor relationships will enable the Group to further develop its offering in unified communications, a fast-growing market segment.
SFM's highly regarded and technical management team will remain in the business post acquisition reducing integration risks. The additional management expertise will support Midwich's broader North American leadership team helping shape the Group's strategy throughout the region in advance of further investment in the coming years.
Midwich is well positioned to support SFM's growth with a global distribution network, complementary specialisms in AV market and a brand portfolio which can be introduced to the SFM business as appropriate. SFM will collaborate and build operational ties with Starin, the Group's specialist US distribution business to support growth across the border as well as sharing resource in marketing, IT support and financial planning functions.
M&A Pipeline
The Group continues to develop a strong pipeline of potential M&A opportunities. Currently, Midwich has a further six near term bolt-on opportunities which are currently in due diligence. These businesses cover regions including North America, EMEA as well as the UK & Ireland, and with estimated enterprise values ranging from approximately £1m to £20m. The Board is confident that the majority of these transactions will be completed within six months.
The M&A Pipeline fully aligns with the Group's stated growth strategy and primarily focuses on higher margin technical product areas (e.g. audio, technical video, broadcast). The Group will continue to take a disciplined approach to the acquisition multiples it is willing to pay, with these expected to be in line with historical ranges previously paid by the Group. Deal structures may include a mix of cash and shares, with further opportunities also in negotiation.
Whilst there can be no certainty that the M&A Pipeline will complete, the Board is highly confident that securing the necessary funds for its M&A Pipeline, will support prompt execution of these opportunities, whilst maintaining prudent leverage of circa c.1.2x net debt / EBITDA by the end of FY23, well below the Group's guided range of less than 2.0x.
The Acquisition and the M&A Pipeline combined are expected to be materially earnings accretive in the first full year of ownership, including the impact of the Fundraise and before synergies. Beyond this near term set of opportunities, the Group continues to evaluate and build its medium-term pipeline.
3. Current Trading
As detailed in the Group's AGM statement, the Group has seen further revenue growth in the first five months of 2023, despite the broader challenging macroeconomic backdrop in a number of territories the Group operates in. Nevertheless, the Board remains confident in the year ahead, and its expectations for the full year are unchanged.
SFM has continued to trade well in FY23, with unaudited revenues expected to be materially ahead of FY22.
The Group intends to announce a trading update for the six months to 30 June 2023 on 18 July 2023.
4. Terms of the Acquisition
Midwich today announces that it has acquired the entire issued share capital of SFM for a maximum consideration of up to CA$44.3m (approximately £26.7m) on a cash free, debt free basis, comprising an initial consideration of CA$39.3m (approximately £23.7m) paid on completion, a CA$2.0m deferred consideration paid on the first twelve month anniversary and a further supplementary payment of up to CA$3.0m, paid on the first twelve month anniversary, subject to growth in operating profit as described below. The Consideration is payable in cash with the initial consideration financed from the Company's existing bank facilities. The Acquisition is not conditional on the Placing. SFM's management team will remain with the business as part of the enlarged group following completion.
The supplementary payment is linked to the EBIT of SFM in respect of the financial year to 31 May 2023. Under the terms of the supplementary payment an additional CA$10 will be payable for each CA$1 of EBIT in excess of CA$6.1m, up to a maximum of CA$3.0m payable at an EBIT of CA$6.4m or more. This payment will be made twelve months from the date of completion of the Acquisition, along with the deferred consideration. No supplementary payment will be due at an EBIT of CA$6.1m or below.
5. Details of the Placing
The Group announces a proposed placing of the Placing Shares with existing and new institutional investors ("Placees"), to raise gross proceeds via the Placing of up to £50m to pay down debt being used to fund the initial acquisition consideration of SFM, in addition to the Group securing funding which will enable the prompt execution of its identified near-term M&A Pipeline over the next six months.
The Placing is being conducted through the Bookbuild which will commence immediately following this Announcement. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.
Investec and Berenberg are acting as Joint Bookrunners in connection with the Placing in accordance with the Placing Agreement and the terms and conditions set out in the Appendix. The Placing is not being underwritten by the Joint Bookrunners.
The Placing will be effected pursuant to the Company's existing shareholder authorities and is not conditional upon approval by the Company shareholders.
The number of Placing Shares and the Placing Price will be decided at the close of the Bookbuilding process. The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the discretion of the Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding process.
In addition, the Board is supportive of the Pre-Emption Group guidance that encourages companies to consider the inclusion of retail shareholders when issuing shares non-pre-emptively, the Company therefore intends to undertake an offer of up to £2.0m, made via the PrimaryBid platform.
The Company acknowledges that it is seeking to issue new Ordinary Shares in excess of 10 per cent. of its existing issued ordinary share capital on a non-pre-emptive basis, in line with its existing authorities. The Board has chosen this structure to minimise costs and reduce the time to completion of the Placing, as well as incorporating a Retail Offer alongside the non-pre-emptive issue to broaden participation in the Fundraise as a whole.
Investec and Berenberg, as agents for the Group, have conditionally agreed to use their reasonable endeavours to place the Placing Shares at the Placing Price on the terms and subject to the conditions set out in a placing agreement entered into between the Company and the Joint Bookrunners on 7 June 2023. The Appendix to this Announcement (which forms part of this announcement) sets out further information relating to the Bookbuild, the Placing Agreement and the terms and conditions of the Placing.
The new Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the new Ordinary Shares.
Application has been made to London Stock Exchange plc for the new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 12 June 2023 (or such date as may be agreed between the Company and the Joint Bookrunners). The Fundraising is conditional upon, amongst other things, Admission becoming effective. The Fundraising is also conditional on the Placing Agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms prior to Admission.
The Placing is being conducted subject to the terms and conditions set out in the Appendix (which forms part of this Announcement).
The Retail Shares will be subscribed for on the basis set out in the separate announcement regarding the Retail Offer released by the Company today, rather than pursuant to the terms and conditions of the Placing contained in the Appendix.
The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
IMPORTANT NOTICES
The information contained in this Announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. The information in this Announcement is subject to change.
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in, or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state of other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state of other jurisdiction of the United States. No public offering of securities is being made in the United States.
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities.
Recipients of this Announcement who are considering acquiring new ordinary shares of £0.01 each pursuant to the Placing ("Placing Shares") are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the Placing. This Appendix and the terms and conditions set out herein are for information purposes only and are directed only at: (a) in a member state of the European Economic Area (the "EEA"), persons who are, unless otherwise agreed by Investec (as defined below) and Berenberg (as defined below) (together, the "Joint Bookrunners"), "qualified investors" as defined in Article 2(e) of the Prospectus Regulation (EU) 2017/1129 as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979 (the "EU Prospectus Regulation") and includes any relevant implementing measure in any member state); and (b) in the United Kingdom, persons who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (as amended) (the "UK Prospectus Regulation") and who are: (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons into whose possession this Announcement (including the Appendix) comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by either of the Joint Bookrunners, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to or in relation to, the accuracy or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whether arising in tort, contract or otherwise, is accepted by either of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.
Investec Bank plc is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"). Investec Europe Limited (trading as Investec Europe), acting as agent on behalf of Investec Bank plc in certain jurisdictions in the EEA, ("Investec Europe" and Investec Bank plc together, "Investec") is regulated in Ireland by the Central Bank of Ireland. Investec is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement and other matters described in this Announcement. Investec will not regard any other person as its client in relation to the Placing, the contents of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.
Investec's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc (the "London Stock Exchange") and are not owed to the Company or to any director of the Company or to any other person.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and in the United Kingdom is deemed authorised under the Temporary Permission Regime and subject to limited regulation by the FCA, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Berenberg is not responsible to anyone (including any Placees) other than the Company for providing the protections afforded to clients of Berenberg or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or either of the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Investec and Berenberg to inform themselves about, and to observe, such restrictions.
In connection with the Placing, each of the Joint Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
No statement in this Announcement is intended to be a profit forecast or estimate, 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.
Cautionary statements
This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic and business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement. The information contained in this Announcement is subject to change without notice. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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.
Information to Distributors
EU Product Governance Requirements
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 as amended and transposed into the laws of the United Kingdom pursuant to the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; (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 the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU 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; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU 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 EU 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 EU 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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Each distributor is responsible for undertaking its own EU Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) 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: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of UK Prospectus Regulation; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK 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 UK Target Market Assessment, the Joint Bookrunners shall only procure investors which meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS SUPPLEMENTED BY COMMISSION DELEGATED REGULATION (EU) 2019/980 AND COMMISSION DELEGATED REGULATION (EU) 2019/979 (THE "EU PROSPECTUS REGULATION") AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS AMENDED AND TRANSPOSED INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") AND WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE SEC), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee will be deemed to have read and understood this Announcement (including this Appendix) and hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if either Bank confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to participate in the Placing and on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners and the Company have entered into a placing agreement (the "Placing Agreement"), under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. It is expected that the Placing will raise £50 million in gross proceeds. The Placing is not being underwritten by the Joint Bookrunners or any other person.
The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of £0.01 in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under MIDW with ISIN GB00BYSXWW41.
Application for admission to trading of the Placing Shares
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 dealings in the Placing Shares will commence at 8.00 a.m. on or around 12 June 2023 ( "Admission"). In any event, the latest date for Admission is 8.00 a.m. on 19 June 2023 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Participation in, and principal terms of, the Placing are as follows:
1. The Joint Bookrunners are arranging the Placing as agents for the Company.
2. The number of Placing Shares to be issued and the Placing Price will be agreed between the Joint Bookrunners and the Company following completion of a bookbuilding exercise by the Joint Bookrunners (the "Bookbuild"). The results of the Bookbuild will be released via a Regulatory Information Service following the completion of the Bookbuild.
3. The Bookbuild is expected to close no later than 8.00 a.m. on 8 June 2023 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids received after the Bookbuild has closed.
4. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by either of the Joint Bookrunners. The Joint Bookrunners and their affiliates are entitled to participate in the Placing as principal.
5. The Company and the Joint Bookrunners reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; and (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners.
6. Each Placee's allocation of Placing Shares has been or will be confirmed to Placees orally, or in writing (which can include email), by either Bank and a trade confirmation or contract note has been or will be dispatched as soon as possible thereafter. The relevant Bank's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant Bank and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the relevant Bank's consent, such commitment will not be capable of variation or revocation.
7. Each Placee's allocation will, unless otherwise agreed between the Placee and the relevant Bank, be evidenced by a trade confirmation or contract note issued to each such Placee by such Bank. The terms and conditions of this Announcement (including this Appendix) will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bank's consent will not be capable of variation or revocation from the time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank (as agent for the Company), to pay to such Bank (or as such Bank 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.
9. 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.
10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
11. All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
12. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
13. To the fullest extent permissible by law and the applicable rules of the FCA, neither of the Joint Bookrunners nor the Company nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners and their affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither of the Joint Bookrunners nor the Company nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing.
As part of the Placing, the Company has agreed that it will not, inter alia, issue or sell any Ordinary Shares for a period of 90 days after Admission without prior consent from the Joint Bookrunners.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement in respect of, amongst other things, the Placing, are conditional on, inter alia:
14. the release of this Announcement and the announcement in relation to the Primary Bid offer to an RIS by no later than 17.00 p.m. on 7 June 2023;
15. the Company having complied with all of its obligations under the Placing Agreement in all material respects in the context of the Placing to the extent that such obligations fall to be performed prior to Admission;
16. the delivery by the Company to the Joint Bookrunners of certain documents required under the Placing Agreement;
17. the warranties given by the Company in the Placing Agreement being true and accurate and not misleading in any respect as at the date of the Placing Agreement or at any time between the date of the Placing Agreement and Admission;
18. in the joint opinion of the Joint Bookrunners (acting in good faith), there having been no adverse change in, or any development involving or reasonably likely to involve a prospective adverse change in or affecting, the condition (whether financial, operational, legal or otherwise), earnings, business affairs, reputation, management, properties, business prospects or financial prospects, assets, rights, results of operations, net asset value, funding position, liquidity or solvency of the Company or of the Group which is material in the context of the Group (taken as a whole), whether or not arising in the ordinary course of business whether or not covered by insurance and whether or not foreseeable;
19. Admission taking place on or before 8.00 a.m. on 12 June 2023 (or such later time as may be agreed between the Company and the Joint Bookrunners, being not later than 8.00 a.m. on the Long Stop Date); and
20. the Placing Agreement not having been terminated by the Joint Bookrunners.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners (acting jointly) by the respective time or date where specified (or such later time or date as the Joint Bookrunners may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. The Joint Bookrunners (acting jointly) may, at their discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither of the Joint Bookrunners, nor 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 to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
Right to terminate the Placing Agreement
The Joint Bookrunners are each entitled to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission (in respect of the Placing):
21. the Company is in breach of any of its obligations under of the Placing Agreement (to the extent such obligations fall to be performed prior to Admission);
22. any of the warranties given by the Company in the Placing Agreement being untrue or misleading in any respect or misleading prior to Admission;
23. any statement contained in any of the Placing documents is untrue or inaccurate in any material respect or misleading (in each ease in the opinion of either Bank, acting in good faith) or that matters have arisen which would, if the Placing documents were issued at that time, constitute a material omission therefrom or a misleading inaccuracy in any announcements released by the Company through an RIS or other document issued to Shareholders of the Company or otherwise to the public;
24. there is a significant change affecting any matter contained in the Placing documents or a matter, fact, circumstance or event having arisen such that in the opinion of either of the Joint Bookrunners a supplementary public announcement is required to be released;
25. in the opinion of either Bank, any adverse change in, or any development involving or reasonably likely to involve a prospective adverse change in or affecting, the condition (whether financial, operational, legal or otherwise), earnings, business affairs, reputation, management, properties, business prospects or financial prospects, assets, rights, results of operations, net asset value, funding position, liquidity or solvency of the Company or of the Group which is material in the context of the Group (taken as a whole), whether or not arising in the ordinary course of business whether or not covered by insurance and whether or not foreseeable;
26. the application for Admission being refused by the London Stock Exchange;
27. the cancellation or suspension by the London Stock Exchange of trading in the Company's securities; or
28. any of the following has occurred and either Bank considers such events would be likely to have an adverse effect on the financial or trading position or the business or prospects of the Group which is material in the context of the Group as a whole or which materially prejudices the Group or renders the Placing or Admission impractical or inadvisable:
- the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange trading is limited or minimum prices established on any such exchange; or
- the declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK; or
- any change (whether or not foreseeable at the date of this Agreement), or development involving a prospective change, in national or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK, the US or any member state of the European Union of a national emergency or war or any other calamity or crisis;
If the Placing Agreement is terminated prior to Admission then the Placing will not occur.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree 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 the Joint Bookrunners need not make any reference to Placees in this regard and that neither of the Joint Bookrunners nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither of the Joint Bookrunners, nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Bank in accordance with the standing CREST settlement instructions which they have in place with the relevant Bank.
Settlement of transactions in the Placing Shares (ISIN: GB00BYSXWW41) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on 12 June 2023 unless otherwise notified by the Joint Bookrunners. Admission is expected to occur by 8.00 a.m. on 12 June 2023 or otherwise at such later time as may be agreed between the Company and the Joint Bookrunners, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Bank may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for such Bank's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (chargeable daily on payments not received from Placees on the date due). The relevant Placee will, however, remain liable and shall indemnify such Bank on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the relevant Bank such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant Bank lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither of the Joint Bookrunners nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Joint Bookrunners (for themselves and on behalf of the Company):
29. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
30. it is relying solely on this Announcement and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor the Joint Bookrunners, nor any of their respective officers, agents, employees or affiliates will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
31. that the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, 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 that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
32. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
33. that the exercise by either of, or both of, the Joint Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of such Bank or both Joint Bookrunners (acting jointly) and the relevant Bank or the Joint Bookrunners (acting jointly) (as the case may be) need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Bookrunners or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
34. that these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, nor either of the Joint Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
35. it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this document and, if given or made, any information or representation must not be relied upon as having been authorised by the Joint Bookrunners or the Company;
36. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(2) of the EU Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the EU Prospectus Regulation other than Qualified Investors, or in the United Kingdom to qualified investors within the meaning of the UK Prospectus Regulation, or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or the United Kingdom other than EEA Qualified Investors or UK Qualified Investors (as applicable), the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
37. that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described herein;
38. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested either of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
39. that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement, the Exchange Information and the Publicly Available Information;
40. that neither of the Joint Bookrunners nor the Company nor any of their respective Affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement, the Exchange Information or the Publicly Available Information;
41. that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;
42. that, unless specifically agreed with the Joint Bookrunners, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
43. that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance or or the South African Reserve Bank and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;
44. if it is outside the United Kingdom, neither this document nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
45. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
46. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;
47. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as either Bank may in its discretion determine and without liability to such Placee;
48. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Bookrunners or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
49. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
50. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;
51. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
52. that, unless otherwise agreed by the Joint Bookrunners, it is a qualified investor (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA");
53. that, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
54. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
55. that any money held in an account with either Bank (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the relevant Bank (or its nominee) money in accordance with such client money rules and will be used by such Bank in the course of its own business and each Placee will rank only as a general creditor of the relevant Bank;
56. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
57. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
58. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission of the relevant Placing Shares becomes effective;
59. that it appoints irrevocably any director of the relevant Bank as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
60. that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
61. that this Announcement does not constitute a securities recommendation or financial product advice and that neither of the Joint Bookrunners nor the Company has considered its particular objectives, financial situation and needs;
62. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
63. that it will indemnify and hold the Company and the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Joint Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Admission;
64. that time shall be of the essence as regards obligations pursuant to this Appendix;
65. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Joint Bookrunners to provide any legal, financial, tax or other advice to it;
66. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Joint Bookrunners shall notify it of such amendments;
67. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and EU MAR as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (as amended), (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the applicable law or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which either Bank may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in their absolute discretion;
68. that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA under FSMA and forming part of the FCA's Handbook of rules and guidance, as amended from time to time ;
69. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
70. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
71. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Joint Bookrunners;
72. that the Joint Bookrunners owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
73. the Joint Bookrunners and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them;
74. any of the Placee's clients, whether or not identified to either Bank, will remain its sole responsibility and will not become clients of the Joint Bookrunners for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
75. that the Joint Bookrunners or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
76. that no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares; and
77. that if it has received any confidential inside information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available; and
78. that the Placing is not conditional on completion of the Acquisition that the Acquisition is dependent on certain conditions being satisfied and that accordingly neither the Company nor either of the Joint Bookrunners warrants or represents that the Acquisition will complete.
The Company, the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
COMPANIES COVERED:
Latest directors dealings
- 1 hour ago Conygar Investment Company
- 1 hour ago Tracsis
- 1 hour ago Renew Holdings
- 1 hour ago Gulf Marine Services
- 1 hour ago Vaalco Energy, Inc (DI)