Proposed Equity Placing
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").
Mortgage Advice Bureau (Holdings) plc
Proposed Equity Placing to raise c. £40m
28 March 2022
Mortgage Advice Bureau (Holdings) plc ("MAB" or the "Company"), one of the UK's leading consumer intermediary brands and specialist Appointed Representative networks, announces its intention to undertake an
equity placing to raise gross proceeds of c. £40m (before expenses) (the "Placing").
The proceeds of the Placing will be used to part-fund the acquisition and associated costs of The Fluent Money Group Limited ("Fluent"), a fast-growing telephone advice mortgage and specialist lending intermediary that has formed relationships with a range of third party brands including aggregators and other national lead sources operating across first charge, second charge, lifetime mortgages and bridging loan product areas (the "Acquisition"). Details of the Acquisition are contained in a separate announcement released by the Company today which should be read in conjunction with this announcement.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild, which will be launched immediately following this announcement.
Details of the Placing
Numis Securities Limited ("Numis") will be acting as sole bookrunner in connection with the Placing. A placing agreement has been entered into today between the Company and Numis in connection with the Placing (the "Placing Agreement"). The terms and conditions of the Placing are set out in the appendix (the "Appendix") which forms part of this announcement (such announcement and the Appendix together being the "Announcement"). The Placing will be effected pursuant to the Company's existing shareholder authorities.
Numis will conduct a bookbuilding process in respect of the Placing (the "Bookbuilding Process"). The number of new ordinary shares of 0.1 pence each 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 determined at the close of the Bookbuilding Process. The book will open with immediate effect following this Announcement and may close at any time thereafter. The timing of the closing of the book, pricing and allocations are at the discretion of Numis and the Company. Details of the Placing Price and the number of Placing Shares will be announced by the Company via a Regulatory Information Service as soon as practicable after the close of the Bookbuilding Process.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. Shares to be issued in connection with the Placing will receive the 2021 proposed final dividend of 14.7p per share, subject to such dividend being approved by shareholders.
The Placing is not conditional upon the approval of the Company's shareholders nor is it conditional on the Acquisition completing. The Company acknowledges that it is seeking to issue Placing Shares representing approximately 7 per cent. of its existing issued ordinary share capital on a non pre-emptive basis and has therefore consulted, where possible, with the Company's major institutional shareholders in advance of this Announcement. Given the Placing is to part-fund the Acquisition and associated costs of Fluent, this Placing structure has been chosen to minimise execution and market risk, cost, time to completion and use of management time. The consultation process undertaken with the Company's major shareholders has confirmed the Board's view that the Placing and the Acquisition are in the best interests of shareholders, as well as wider stakeholders in MAB. The Board intends to apply the principles of pre-emption when allocating the New Ordinary Shares to those shareholders that participate in the Placing.
Admission and Settlement
Application will be made for the Placing Shares to be admitted to trading on the AIM market of London Stock Exchange plc ("Admission"). Admission is expected to take place on or before 8.00 a.m. on 31 March 2022 and settlement of the Placing Shares is expected to take place on the same date.
The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral or written offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making a legally binding offer on the terms and subject to the terms and conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
This Announcement should be read in its entirety, including the Appendix. In particular, investors should read and understand the information provided in the "Important Notices" section of this Announcement.
For further information please contact:
Mortgage Advice Bureau (Holdings) plc
Peter Brodnicki, Chief Executive Officer
Ben Thompson, Deputy Chief Executive Officer
Lucy Tilley, Chief Financial Officer
+44 (0) 1332 525007
Numis (Nomad, Broker and Sole Bookrunner)
Stephen Westgate / Aoife McCarthy / Giles Rolls (QE) / Jamie Loughborough, William Baunton (ECM)
+44 (0)20 7260 1000
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). 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 shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the 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 with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand, the Republic of South Africa.
No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state (the "EU Prospectus Regulation") and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020) (the "UKProspectus Regulation").
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 Prospectus Regulation) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and (unless otherwise agreed by Numis Securities Limited (the "Bank")) is directed only at: (a) persons in Member States of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); (b) in the United Kingdom, Qualified Investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; and (c) otherwise, persons to whom it may otherwise lawfully be communicated, (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons"). This Announcement (including the terms and conditions set out in this Announcement) must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.
This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by the Bank, or by any of its respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.
None of the information in this Announcement has been independently verified or approved by the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on the Bank by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. The Bank and its respective partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Bank or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. The Bank's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.
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, the Bank or any of its affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bank to inform themselves about, and to observe, such restrictions.
Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.
Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting solely for the Company and no-one else in connection with the Placing and the Acquisition and 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 Placing, the Acquisition or the transactions and arrangements described in this Announcement. Numis is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in connection with the contents of this Announcement, the Placing, the Acquisition or the transactions and arrangements described herein.
In connection with the Placing, the Bank and any of its 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 Bank and any of its affiliates acting in such capacity. In addition, the Bank and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Bank and any of its affiliates may from time to time acquire, hold or dispose of shares. The Bank 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.
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. 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 and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and 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 statements are based, except where required to do so under applicable law.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to acquire Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Bank. 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 Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the Company and the business described in this Announcement. The price and value of securities can go down as well as up and 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 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.
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.
References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. 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.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the terms and conditions of the Placing and the Bookbuilding Process. 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 in this Announcement and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
Information to Distributors
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, THE BANK OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BANK TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS.
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 Regulation (EU) No 600/2014 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020; (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 Bank will only procure investors who 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
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
THIS 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, NEW ZEALAND, 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 UNLESS OTHERWISE AGREED BY NUMIS SECURITIES LIMITED (THE "BANK") ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 ( AS SUPPLEMENTED BY COMMISSION DELEGATED REGULATION (EU) 2019/980 AND COMMISSION DELEGATED REGULATION (EU) 2019/979) ((THE "EU PROSPECTUSREGULATION"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"): (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX 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 APPENDIX 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 BANK TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE, ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED: (I) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"); AND (II) INSIDE THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("QIBs") PURSUANT TO SECTION 4(A)(2) UNDER THE SECURITIES ACT OR ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR 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 RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED, DISAPPROVED OR RECOMMENDED 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, THE OFFERING OF PLACING SHARES OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NEITHER THE COMPANY NOR THE BANK MAKES ANY REPRESENTATION TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT 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 THE SHARES.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
By participating in the Placing, Placees will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Announcement . In particular, each Placee represents, warrants, undertakes, acknowledges and agrees (amongst other things) that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Regulation (each a "Relevant Member State") and the United Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of the EU Prospectus Regulation or the UK Prospectus Regulation, as the context requires; and
(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and the UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State or the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Bank has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State or the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as the context requires) as having been made to such persons; and
3. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and
4. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix; and
5. it (and any account referred to in paragraph 3 above) is either (i) outside the United States, and will be outside the United States at the time the Placing Shares are acquired by it, and acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S; or (ii) inside the United States and is a QIB, who has received and has executed a US investor letter substantially in the form provided to it .
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
The Company and the Bank will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with the Bank and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if the 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 subscribe for 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.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.
Placing and Bookbuilding Process
The Bank will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees and the Placing Price. The book will be open with immediate effect. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Bank and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, agree between them.
Details of the Placing Agreement and the Placing Shares
The Company and the Bank have today entered into a Placing Agreement, pursuant to which the Bank has agreed, on the terms and subject to the conditions set out therein, to act as agent for and on behalf of the Company and has agreed to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.
Subject to certain parameters as described in the Placing Agreement, the price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares to be issued pursuant to the Placing, will be determined once the Bookbuilding Process has closed following the execution by the Company and the Bank of the term sheet (the "Term Sheet"), which forms a schedule to the Placing Agreement.
The timing of the closing of the book, pricing and Placing allocations are at the discretion of the Bank in consultation with the Company. Details of the Placing Price and the number of Placing Shares will be announced by the Company as soon as practicable after the close of the Bookbuilding Process.
Subject to the Bank and the Company executing the Term Sheet, amongst other conditions contained in the Placing Agreement, , the Bank has agreed with the Company to subscribe for the Placing Shares at the Placing Price in the event of any default by any Placee in paying the Placing Price in respect of any Placing Shares allotted to it.
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, 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 Mortgage Advice Bureau (Holdings) plc, symbol MAB1, with ISIN GB00BQSBH502.
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 take place on or before 08.00 a.m. on 31 March 2022 and that dealings in the Placing Shares will commence at the same time.
Principal terms of the Bookbuilding Process and Placing
1. The Bank is acting as sole bookrunner and placing agent of the Company in connection with the Bookbuilding Process and the Placing .
2. The Bookbuilding Process and the Placing shall be conducted by way of accelerated bookbuild to establish the number of Placing Shares to be allocated to Placees and the Placing Price.
3. Participation in the Placing is only available to persons who are lawfully able to, and have been invited to, participate by the Bank. The Bank and its affiliates and/or its agents are entitled, acting for their own account, to participate in the Placing as principal.
4. The number of Placing Shares to be issued and the Placing Price will be agreed between the Bank and the Company following completion of the Bookbuilding Process but, in any event, the number of Placing Shares will be 3,809,524 Placing Shares . The results of the Bookbuilding Process will be released via a Regulatory Information Service ("RIS") following the completion of the Bookbuilding Process.
5. Each Placee will be required to pay an amount equal to the Placing Price in respect of each Placing Share issued to it.
6. The Bookbuilding Process is expected to close no later than 7:00 a.m. on 29 March 2022 but may be closed earlier or later at the discretion of the Bank. The Bank may, in agreement with the Company, accept bids received after the Bookbuilding Process has closed.
7. To bid in the Bookbuilding Process, Placees should communicate their bid by telephone or in writing to their usual sales contact at the Bank. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Bank on the basis referred to below. The Bank is arranging the Placing as agent of the Company.
8. A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Bank, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bank (as agent of the Company), to pay the Bank in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
9. The Bank may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and the Bank reserves 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; (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full; (iii) to allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and/or (iv) to allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Bank.
10. Each Placee's allocation of Placing Shares will be confirmed to Placees orally, or in writing (which may include email), by the Bank following the close of the Bookbuilding Process and a trade confirmation or contract note has been or will be dispatched thereafter. The 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 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 Announcement and in accordance with the Company's articles of association. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made. All obligations under the Bookbuilding Process and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement". By participating in the Bookbuilding Process, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. Except as required by law or regulation, no press release or other announcement will be made by the Bank 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.
13. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Bank nor any of its affiliates shall have any liability to the 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 Bank and its affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither the Bank nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bank's conduct of the Placing or the Bookbuilding Process.
Conditions of the Placing
The Bank's obligations under the Placing Agreement are conditional on, amongst other matters:
1. the publication of the Placing Results Announcement through a Regulatory Information Service by no later than 7.00 a.m. on 29 March 2022 (or such later time and/or date as the Company and the Bank may agree);
2. the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
3. the Term Sheet having been duly executed by the Company and the Bank and delivered by no later than 7.00 a.m. on 29 March 2022 (or such later time and/or date as the Company and the Bank may agree);
4. the warranties given by the Company in the Placing Agreement being true, accurate and not misleading at any time between the date of the Placing Agreement, the time of execution of the Term Sheet and immediately prior to Admission, by reference to the facts and circumstances then subsisting;
5. the Acquisition Agreement and the Debt Facility Agreement each having been duly executed and delivered by the parties thereto and the Acquisition Agreement and the Debt Facility Agreement each remaining in full force and effect and not having lapsed or been terminated ;
6. no material adverse change having occurred since the date of the Placing Agreement, in the opinion of the Bank (acting in good faith); and
7. Admission occurring no later than 08.00 a.m. on 31 March 2022.
The Bank may, at its absolute discretion and upon such terms as it considers appropriate, waive the fulfilment of any or all of the conditions (other than the occurrence of Admission, execution of the Term Sheet or in relation to the warranties) by giving notice to the Company. The Bank may, at its absolute discretion agree in writing to 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 period for satisfaction of the condition relating to Admission shall not be extended beyond the Long Stop Date. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, is not fulfilled by 8.00 a.m. on 31 March 2022 (or such later time and/or date as the Company and the Bank may agree, but in any event not later than 8.00 a.m. on the Long Stop Date); (ii) any of the Conditions have not been fulfilled (or waived by the Bank); or (iii) the Placing Agreement is terminated by all of the Bank in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations as set out in this Announcement 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 Bank, the Company and any of their respective affiliates shall not 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 Bank. Placees will have no rights against the Bank, the Company or any of their respective partners, 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 Bank is entitled to terminate its participation in the Placing by notice to the Company in certain circumstances, including, amongst other matters, if, at any time before Admission:
1. any of the warranties given by the Company in the Placing Agreement being or becoming (by reference to the facts, matters or circumstances from time to time existing) untrue or inaccurate in a manner which the Bank considers, in its absolute opinion (acting in good faith), to be material, or misleading;
2. there has occurred in the opinion of the Bank (acting in good faith) any material adverse change (as defined in the Placing Agreement);
3. there has been a breach by the Company of any undertaking or any other provision of the Placing Agreement, save to the extent that it is not, in the opinion of the Bank (acting in good faith) material; or
there has occurred any material adverse change in the financial markets in the United States the United Kingdom or any member state of the EEA or the international financial markets, any outbreak of hostilities or material escalation thereof, any act of terrorism or war, or other calamity or crisis or the occurrence of certain other force majeure events, including where there has been a suspension of trading in securities generally on the London Stock Exchange, in each case, which the Bank considers, in its absolute opinion (acting in good faith), to be (singly or in the aggregate) material and the effect of which the Bank considers, in its absolute discretion (acting in good faith) is such as to make it, in the good faith opinion of the Bank, impracticable or inadvisable to proceed with the Placing and/or Admission in the manner contemplated by the Placing Agreement and/or in the Placing documents. If participation in the Placing is terminated by the Bank prior to Admission then the Placing will not occur and the Company and the Bank shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
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 Bank of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bank, and the Bank need not make any reference to Placees in this regard and that neither the Bank nor any of its 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, the announcement of the results of the Placing through a RIS 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 RIS ("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 Bank or any other person and none of the Bank, 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 Bank, the Company or any of their respective officers, directors, partners, 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 Bank are making any undertaking, representation 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. Placees 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.
Restriction on further issue of securities
The Company has undertaken to the Bank that, otherwise in connection with the Acquisition, between the date of the Placing Agreement and 90 calendar days after the date of Admission, it will not, without the prior written consent of the Bank, directly or indirectly issue or allot Ordinary Shares, subject to customary exceptions and any waiver granted by the Bank.
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 Bank in accordance with the standing CREST settlement instructions which they have in place with the Bank.
Settlement of transactions in the Placing Shares (ISIN:GB00BQSBH502) following Admission will take place within the CREST system provided that, subject to certain exceptions, the Bank reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means as they may deem 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 31 March 2022 unless otherwise notified by the Bank. Admission is expected to occur by 31 March 2022 or otherwise at such later time as may be agreed between the Company and the Bank, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these obligations, the 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 the 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 the 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 Bank such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bank lawfully take 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 the Bank nor the Company will be liable in any circumstances for the payment of any 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) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Bank and the Company, that:
1. it has read and understood this Announcement in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Announcement and undertakes not to redistribute or duplicate this Announcement;
2. it is relying solely on this Announcement and not on any other information given, or representation, warranty 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 Bank, nor any of their respective officers, agents, employees or affiliates, will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;
3. 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 access to such information or comparable information concerning any other publicly traded company without undue difficulty;
4. its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
5. the exercise by the Bank of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bank and the Bank 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 Bank or the Company, or any of their respective officers, directors, partners or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
6. these terms and conditions represent the whole and only agreement between it, the Bank and the Company in relation to its participation in the Placing and supersede 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, 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 the Bank nor any of their respective officers, directors, partners or employees will have any liability for any such other information, representation or warranty, whether express or implied;
7. it acknowledges that no person is authorised in connection with the Placing to give any information or warranty or make any representation other than as contained in this document and, if given or made, any information, warranty or representation must not be relied upon as having been authorised by the Bank or the Company;
8. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and the UK Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the EU Prospectus Regulation and the United Kingdom other than Qualified Investors (as defined in the EU Prospectus Regulation and the UK Prospectus Regulation, as the context requires) or in circumstances in which the prior consent of the Bank has 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 Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation as having been made to such persons;
9. neither it nor, as the case may be, its clients expect the Bank 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 Bank is not acting for it or its clients, and that the Bank will not be responsible for providing the protections afforded to customers of the Bank or for providing advice in respect of the transactions described in this Announcement;
10. 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 none of the Bank nor the Company nor any of their respective affiliates, agents, directors, officers, partners 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 the Bank, the Company or any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them to provide it with any such information;
11. none of the Bank, the Company or any of their respective affiliates, agents, directors, officers, partners or employees has made any representation or warranty to it, whether 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;
12. it, and any account for which it is acting, has been advised and acknowledges that, (i) the Placing Shares have not been and will not be registered under the US Securities Act or with any regulatory authority of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only (a) to persons reasonably believed to be QIBs in transactions exempt from, or not subject to, the registration requirements of the US Securities Act or (b) in an "offshore transaction" within the meaning of and pursuant to Regulation S; and (iii) the Placing Shares may only be reoffered or resold in transactions exempt from the registration requirements of the US Securities Act and no representation has been made as to the availability of any exemption under the US Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;
13. it and any account for which it is acting is (i) (a) located outside the United States, and will be outside the United States at the time the Placing Shares are acquired by it, and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (b) located inside the United States and is a QIB, who has received and has executed or will execute before settlement a US investor letter substantially in the form provided to it ; and (ii) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the US Securities Act;
14. it is acquiring the Placing Shares for investment purposes, and 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;
15. any Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and further agrees that, so long as the Placing Shares are restricted securities, it will segregate such Placing Shares from any other shares in the Company that it holds that are not restricted securities and will not deposit the Placing Shares into any depositary receipt facility maintained by any depositary bank in respect of the Company's Ordinary Shares;
16. it is not a national or resident of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other state or jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares (a "Restricted Territory") or a corporation, partnership or other entity organised under the laws of any Restricted Territory and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in any Restricted Territory or to or for the benefit of any person resident in any Restricted Territory 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, the Financial Markets Authority in New Zealand, the Financial Services Board of the Republic of South Africa or Japanese Ministry of Finance or any other regulatory or other authority of a Restricted Territory and that the Placing Shares have not been and will not be registered under the securities legislation of any Restricted Territory and are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into a Restricted Territory;
17. 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;
18. 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;
19. 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;
20. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bank may in their discretion determine and without liability to such Placee;
21. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bank or the Company may call upon it to subscribe for a lower number of Placing Shares (if any);
22. its commitment to subscribe for Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other confirmation (as the case may be) will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Placing;
23. it is entitled to subscribe for and/or purchase Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and regulations 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 Bank or any of their respective directors, partners, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
24. 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;
25. 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 Bank, 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;
26. 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 (a) to (d) of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, partners, 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;
27. unless otherwise agreed by the Bank, it is a "qualified investor" (as defined in section 86(7) of FSMA);
28. unless otherwise agreed by the Bank, 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;
29. 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;
30. any money held in an account with the 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 relevant 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 Bank's (or its nominee's) money in accordance with such client money rules and will be used by the Bank in the course of its own business and each Placee will rank only as a general creditor of the Bank;
31. 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;
32. 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;
33. 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;
34. it appoints irrevocably any officer, employee or representative of the 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 any of the Placing Shares agreed to be taken up by it under the Placing;
35. 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;
36. this Announcement does not constitute a securities recommendation or financial product advice and that neither the Bank nor the Company have considered its particular objectives, financial situation and needs;
37. 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 is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
38. it will indemnify and hold the Company, the Bank and their respective affiliates' agents, directors, officers and employees, harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee in this Announcement and further agrees that the Company and the Bank will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings in this Announcement and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Bank and the Company. All confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee, pursuant to this Announcement are given to the Bank for itself and on behalf of the Company and will survive completion of the Placing and Admission;
39. time shall be of the essence as regards obligations pursuant to this Announcement;
40. 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 Bank to provide any legal, financial, tax or other advice to it;
41. all dates and times in this Announcement may be subject to amendment and that the Bank shall notify it of any such amendments;
42. (i) it has complied with its obligations under the Criminal Justice Act 2003, Part VIII of FSMA and MAR; (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, UK Bribery Act of 2010, Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act of 2001, US Foreign Corrupt Practices Act; 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 US Department of the Treasury (OFAC), the US Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom or on the list of Specially Designated Nations or Blocked Persons published by OFAC; or (c) subject to financial sanctions imposed pursuant to a regulation of the United Kingdom, the European Union, a regulation adopted by the United Nations, or law, regulation or executive order of the United States (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 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 Bank such evidence, if any, as to the identity or location or legal status of any person which the 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 Bank 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 Bank may decide in their absolute discretion;
43. 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 pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);
44. 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 (with respect to which it has the authority to make the statements set out in this Announcement) 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;
45. 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 Bank 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;
46. that any documents sent to Placees will be sent at the Placees' risk;
47. the Bank does not owe fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement;
48. the Bank 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 the Placees;
49. any of the Placee's clients, whether or not identified to the Bank, will remain its sole responsibility and will not become clients of the Bank for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
50. the Bank or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
51. 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
52. if it has received any inside information (as defined in MAR) about 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.
The Company, the Bank and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which are given to the Bank for itself and on behalf of the Company and are irrevocable.
The rights and remedies of the Bank and the Company under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Bank.
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 nor the Bank 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 Bank in the event that any of the Company and/or the Bank 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 Bank 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 Bank or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Each Placee may be asked to disclose in writing or orally to the Bank, if he is an individual, his nationality; or, if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
DEFINITIONS
In this Announcement:
"Acquisition" means the proposed acquisition by the Company of a majority interest in Fluent as more fully described in this Announcement;
"Act" means the Companies Act 2006, as amended from time to time;
"Admission" means the admission of the Placing Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules;
"AIM" means AIM, a market of the London Stock Exchange;
"AIM Rules" means the rules for companies and accompanying guidance notes published by the London Stock Exchange governing, inter alia, admission to and the operation of AIM, as amended and reissued from time to time;
"Announcement" means this announcement (including the appendix to this announcement);
"Appendix" means the appendix to this Announcement;
"Application" means the application by or on behalf of the Company for Admission in accordance with Rule 29 of Part 1 of the AIM Rules;
"Bookbuilding Process" means the accelerated bookbuild process in relation to the Placing, on the terms described in the Placing Agreement and the other Placing documents, which will establish the number of Placing Shares to be issued and allotted pursuant to the Placing and the Placing Price;
"CREST" means the paperless settlement system administered by Euroclear;
"Directors" means the directors of the Company for the time being;
"Euroclear" means Euroclear UK & Ireland Limited
"EUProspectus Regulation" means Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state);
"FCA" means the Financial Conduct Authority;
"Fluent" means The Fluent Money Group Limited
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 08.00 a.m. on 12 April 2022;
"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing regulations relating to that 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;
"OrdinaryShares" means the ordinary shares of 0.1p each in the capital of the Company;
"Placees" means persons procured by the Bank to subscribe for Placing Shares in accordance with the terms of the Placing Agreement and the term "Placee" shall mean any one of them
"Placing" means the placing of the Placing Shares by the Bank at the Placing Price, on behalf of the Company, with Placees pursuant to the Placing Agreement;
"Placing Agreement" means the Placing Agreement dated 28 March 2022 between the Company and the Bank in respect of the Placing;
"Placing Price" means the price per Placing Share to be determined through the Bookbuilding Process;
"Placing Results Announcement" means the announcement of the results of the Bookbuilding Process via a Regulatory Information Service;
"Placing Shares" means new Ordinary Shares intended to be allotted and issued by the Company pursuant to the Placing;
"QIB" means "qualified institutional buyer" as defined in Rule 144A under the US Securities Act
"Regulation S" means Regulation S under the US Securities Act
"RIS" or "Regulatory Information Service" means a Regulatory Information Service that is on the list of approved Regulatory Information Services maintained by the FCA;
"Term Sheet" means the term sheet to be entered into by the Company and the Bank pursuant to the Placing confirming, inter alia, the number of Placing Shares to be issued pursuant to the Placing and the Placing Price;
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and supplemented from time to time and as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020);
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and
"US Securities Act" means the US Securities Act of 1933, as amended.
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