Proposed Placing

RNS Number : 9312B

Taptica International Ltd

15 January 2018

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND, ISRAEL OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT AND AT THE START OF THE APPENDIX.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

15 January 2018

Taptica International Ltd

("Taptica" or the "Company")

Proposed Placing to raise approximately US$55million (£40 million)

Taptica (AIM: TAP), a global end-to-end mobile advertising platform for advertising agencies and brands, today announces its intention to conduct an accelerated bookbuild (the "Bookbuild") to raise gross proceeds of approximately USD 55 million by way of a conditional placing (the "Placing") of ordinary shares of NIS 0.01 in the Company ("Ordinary Shares").

Pursuant to the Placing, the Company intends to issue approximately 5,000,000 new Ordinary Shares (the "Issue Shares"), representing approximately 8.0 per cent. of the Company's current issued Ordinary Share capital (excluding dormant shares). Furthermore, MTD PTE Ltd, a company controlled by Hagai Tal, CEO and Director of Taptica, and held in trust by the Eitan Epstein and Shirley Dahan Trust (the "Selling Shareholder"), intends to sell up to 1,650,000 existing Ordinary Shares (the "MTD Sale Shares") as part of the Placing in order to satisfy a near-term capital gains tax liability relating to the reorganisation of Mr Tal's holding in the Company which was announced on 3 August 2016.

In addition, Eitan Epstein and Shirley Dahan Trust on behalf of Smart and Simple Ltd ("Smart & Simple") has notified the Company that it has indicated to Joh. Berenberg, Gossler & Co KG, London Branch ("Berenberg") its willingness to sell 2,000,000 existing Ordinary Shares with the ability, subject to sufficient demand, to sell the remainder of its stake (the "Smart & Simple Sale Shares" and, together with the MTD Sale Shares, the "Sale Shares"). Smart & Simple, which is controlled by Mr Ehud Levy, has advised the Company that it has entered into a separate block trade agreement directly with Berenberg in this regard. On 26 July 2017 Smart & Simple gave an undertaking to finnCap and Berenberg that it would not sell any further Ordinary Shares until 22 January 2018. finnCap Ltd ("finnCap") and Berenberg are proposing to waive this undertaking in response to expected strong institutional demand. Smart & Simple has given an undertaking to Berenberg with regard to any potential residual holding not to sell any further interests in Ordinary Shares, or in any securities convertible into or exchangeable or carrying rights to acquire Ordinary Shares, for a period of 90 days after completion of the Placing.

The Issue Shares and Sale Shares (together the "Placing Shares") are being made available to institutional investors in the UK and Europe only and are not being made available to the public.

Taptica has entered into a placing agreement with finnCap and Berenberg to act as the joint bookrunners in relation to the Placing (together the "Bookrunners").

The Placing will open with immediate effect following release of this announcement and will be conducted by way of an accelerated bookbuild. The timing of the closing of the Placing, the number of Issue Shares and Sale Shares, the price to be paid for each Placing Share (the "Placing Price") and allocations are at the discretion of the Company and Bookrunners and a further announcement confirming these details is expected to be made in due course. The Bookrunners reserve the right to close the Bookbuild without further notice.

Use of Proceeds

The proceeds from the proposed sale of the Issue Shares will be used to reduce the level of debt under the Company's existing debt facility which the board of directors of Taptica (the "Directors") believe will better position the Company to capitalise on near-term M&A opportunities. The Company will not receive any proceeds from the sale of the Sale Shares by the Selling Shareholder or from the sale of the Sale Shares by Smart & Simple.

Current Trading and Outlook

As noted in the Company's Trading and Business Update announcement on 4 January 2018, Taptica entered 2018 having completed the integration of Tremor Video DSP, ahead of schedule and with that unit having achieved profitability during 2017 rather than in 2018 as initially expected. Taptica had also continued to expand its Tier 1 client base as well as increase its business with its existing household-name clients, and with the Company's newly established international offices, primarily in the Asia-Pacific region, beginning to make a significant contribution to revenues.

Taptica is receiving sustained demand for its offering built around next-generation mobile usage, combining mobile, video and social programmatic ad buying platforms, which is supported by strong industry trends, as mobile penetration rises, consumers continue to increase their use of apps and accessing the internet on their mobiles. As a consequence, the Company remains confident of delivering solid year-on-year growth for 2018 in line with market expectations. 

Details of the Placing

Pursuant to the placing agreement, dated 15 January 2018 between the Bookrunners, the Company and Mr Tal (the "Placing Agreement"), the Bookrunners have conditionally agreed, as agents of the Company and the Selling Shareholder, to use their reasonable endeavours to procure subscribers and purchasers for the Issue Shares and MTD Sale Shares. The Placing is conditional upon, inter alia, admission of the Issue Shares to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 22 January 2018 or such later date as may be agreed between the Bookrunners and Company, but in any event no later than 8.00am (London time) on 31 January 2018, and the Placing Agreement having not been terminated prior to Admission. The Issue Shares will rank equally in all respects with the Company's existing Ordinary Shares. The Placing is not being underwritten by the Bookrunners.

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Bookbuild described in the Appendix to this announcement (which forms part of this announcement).

By choosing to participate in the Placing and by making an oral and legally binding 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 such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

For further information please contact:

Taptica	[phone]
Hagai Tal, Chief Executive Officer
finnCap (Nomad and Joint Broker)	[phone]
Corporate Finance: Jonny Franklin Adams, James Thompson, Hannah Boros Corporate Broking: Tim Redfern
Berenberg (Joint Broker)	[phone]
Chris Bowman, Mark Whitmore
Luther Pendragon (Financial PR adviser)	[phone]
Harry Chathli, Claire Norbury

About Taptica

Taptica is a global end-to-end mobile advertising platform that helps the world's top brands reach their most valuable users with the widest range of traffic sources available today, including social. Its proprietary technology leverages big data and, combined with state-of-the-art machine learning, enables quality media targeting at scale. Taptica creates a single arena in which brands can scale and engage more relevantly with mobile audiences, staying ahead of the competition. It works with more than 600 advertisers including Amazon, Disney, Facebook, Twitter, OpenTable, Expedia, Lyft and Zynga. Taptica is headquartered in Israel with offices in San Francisco, New York, Tokyo (Adinnovation), Beijing, Seoul and London. Taptica is traded on the London Stock Exchange (AIM: TAP).

Forward-looking statements

This announcement may include certain "forward-looking statements" and "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include that all required third party regulatory and governmental approvals will be obtained. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions and other risk factors discussed or referred to in this announcement and other documents filed with the applicable securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

finnCap is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and Berenberg's London Branch is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the FCA in the United Kingdom. finnCap and Berenberg are acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing, and finnCap and Berenberg 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 in relation to the Bookbuild or the Placing or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the 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 therefor is expressly disclaimed.

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.

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

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap and Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

The Placing Shares to be issued and/or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than on AIM of the London Stock Exchange.

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

APPENDIX

TERMS AND CONDITIONS OF THE PLACING
For Invited Placees only - Important Information

1.                Introduction

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX ("APPENDIX") AND THE TERMS AND CONDITIONS CONTAINED HEREIN, (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND, ISRAEL OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, FINNCAP AND BERENBERG TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); AND (B) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS WHO ARE OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT REQUIRING THE COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). 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.

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

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or Israel or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or 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. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or Israel. 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, the Republic of Ireland, New Zealand or Israel or any other jurisdiction outside the United Kingdom.

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.

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

Members of the public are not eligible to take part in the Placing.

In this Appendix:

(a)              "you" or "Placee" means any person who becomes committed through the Bookbuild to subscribe for Placing Shares; and

(b)              terms defined elsewhere in this Announcement have the same meanings, unless the context requires otherwise.

Various dates referred to in this Announcement are stated on the basis of the expected timetable for the Placing.  It is possible that some of these dates may be changed.  The expected date for Admission is 22 January 2018 and, in any event, the latest date for Admission is 31 January 2018 (the "Long Stop Date").

2.                Details of the Placing

finnCap and Berenberg have today entered into the Placing Agreement pursuant to which, subject to the conditions set out in such agreement, they have severally agreed to use their respective reasonable endeavours to procure subscribers or purchasers for the Issue Shares and MTD Sale Shares at the Placing Price with certain institutional and other investors.

No element of the Placing is underwritten.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.

The Issue Shares will, when issued, be subject to the Articles of Association of the Company, be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following Admission.

Application will be made to the London Stock Exchange for admission of the Issue Shares to trading on AIM. Admission is conditional upon, amongst other things, the conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms. It is expected that Admission will become effective at 8.00 a.m. on 22 January 2018 and that dealings will commence at that time.

3.                Bookbuild

finnCap and Berenberg are proceeding with a share placing bookbuild process (the "Bookbuild") for the purpose of assessing demand from institutional and other investors for subscribing for or purchasing Placing Shares at the Placing Price. It is proposed that the Company will then issue the Issue Shares under the Placing to raise up to USD 30 million for the Company before expenses. At the same time, subject to there being sufficient demand for the Issue Shares, up to 1.65 million existing Ordinary Shares held by or on behalf of the Selling Shareholder are to be placed with institutional investors.  finnCap and Berenberg are acting as the agents of the Company and the Selling Shareholder in respect of the Bookbuild and the Placing.

The Bookbuild is expected to close at or before 8 a.m. on the 16 January 2018.  The Company will then release an announcement through the London Stock Exchange's Regulatory Information Service confirming the number of Placing Shares to be issued or sold and the amounts to be raised under the Placing.  finnCap and Berenberg will determine the basis for allocating Placing Shares to bids submitted to them in the Bookbuild and may at their discretion (i) accept bids, either in whole or in part, (ii) accept bids that are received after the Bookbuild has closed, and/or (iii) scale down all or any bids on such basis as they consider appropriate.  finnCap and Berenberg may carry out the Placing by any alternative method to the Bookbuild as they choose.  Neither finnCap, Berenberg will have any liability to Placees (subject to applicable law) or to anyone else other than the Company and the Selling Shareholder in respect of the Placing or in respect of their conduct of the Bookbuild or of any alternative method that either of them may adopt for carrying out the Placing.

The Company, finnCap and Berenberg may, by agreement with each other, increase the amount to be raised through the Placing.  The Company also reserves the right to allow directors and officers of the Company and/or Group employees to subscribe for some of the Placing Shares at the Placing Price, with finnCap's and Berenberg's agreement, on substantially the same or similar terms as apply to those Relevant Persons subscribing for Placing Shares under the Placing.

4.                Participation and settlement

Participation in the Bookbuild is only available to persons who are invited to participate in it by finnCap or Berenberg.

If you are invited to participate in the Bookbuild and wish to do so, you should communicate your bid by telephone to your usual broking contact at finnCap or Berenberg.  Each bid should state the number of Placing Shares which you wish to acquire at the Placing Price.  If your bid is successful, in whole or in part, your allocation will be confirmed orally following the close of the Bookbuild.  finnCap's or Berenberg's oral confirmation of your allocation will constitute a legally binding commitment on your part to subscribe for the number of Placing Shares allocated to you at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's Articles of Association.

A person who submits a bid in the Bookbuild will not be able, without finnCap's or Berenberg's agreement, to vary or revoke the bid before the close of the Bookbuild.  Such a person will not be able, after the close of the Bookbuild, to vary or revoke a submitted bid in any circumstances.

If you are allocated Placing Shares in the Bookbuild, you will be sent a written confirmation stating (i) the number of Placing Shares allocated to you, (ii) the aggregate amount you will be required to pay for those Placing Shares at the Placing Price, (iii) relevant settlement information, and (iv) settlement instructions.  Settlement instructions will accompany each written confirmation and, on receipt, should be confirmed back to finnCap or Berenberg (as appropriate) by the date and time stated in it.  Settlement of transactions in depositary interests representing the Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. The Company and the Selling Shareholder will deliver depositary interests in respect of the Placing Shares to the CREST accounts operated by finnCap and Berenberg (or their agents) and finnCap or Berenberg will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of depositary interests in respect of the relevant Placing Shares to that Placee against payment.

finnCap and Berenberg reserve the right to require settlement for and/or delivery to any Placee of any Placing Shares to be made by such other means as they may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement.  If your Placing Shares or any depositary interests representing them are to be delivered to a custodian or settlement agent, you should ensure that any written confirmation is copied and delivered promptly to the appropriate person within that organisation.

Each Placee's obligations to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and finnCap or Berenberg (as the case may be).  No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement and on the terms contained in it.  Neither an admission document for the purposes of the AIM Rules nor any prospectus is required to be published, or has been or will be published, in relation to the Placing or any of the Placing Shares.

5.                Placing conditions

Under the terms of the Placing Agreement, finnCap and Berenberg have severally agreed to use their respective reasonable endeavours as agents of the Company and the Selling Shareholder to procure subscribers and purchasers for Placing Shares at the Placing Price.

The Placing is conditional on (i) finnCap's and Berenberg's obligations under the Placing Agreement not being terminated in accordance with its terms, (ii) Admission taking place not later than 8.00 a.m. on 31 January 2018, and (iii) finnCap's and Berenberg's obligations under the Placing Agreement becoming unconditional in all other respects.  finnCap and Berenberg may extend the time and/or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 4.30 p.m. on the Long Stop Date.  If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by finnCap and Berenberg) by the relevant time, the Placing will lapse and your rights and obligations in respect of the Placing will cease and terminate at such time.

finnCap and Berenberg may each terminate their obligations under the Placing Agreement prior to Admission in certain circumstances including, among other things, following a material breach of the Placing Agreement by the Company.  The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by finnCap and Berenberg whether or not to extend the time for satisfaction of any condition in the Placing Agreement are within finnCap's and Berenberg's absolute discretion, acting together.  The exercise of any right or power of finnCap or Berenberg under the terms of this Appendix shall be at their absolute discretion.  Neither finnCap nor Berenberg will have any liability to any Placee or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

No element of the Placing is underwritten.

6.                Placees' warranties and undertakings

By communicating a bid to finnCap or Berenberg under the Bookbuild you will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company, finnCap and Berenberg, in each case as a separate and fundamental term of your application for Placing Shares, of the Company's obligation to allot and/or issue any Placing Shares to you or at your direction and/or of any Selling Shareholder's obligation to transfer any Placing Shares to you or at your direction, that:

(a)              you agree to and accept all the terms set out in this Announcement;

(b)              your rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this Announcement and will not be subject to rescission or termination by you in any circumstances;

(c)              this Announcement, which has been issued by the Company, is within the sole responsibility of the Company;

(d)              you have not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than by the Company as included in this Announcement or to the effect that the Company is not now in breach of its obligations under the London Stock Exchange's AIM Rules for Companies or under the EU Market Abuse Regulation (596/2014) to disclose publicly in the correct manner all such information as is then required to be so disclosed by the Company;

(e)              you have not relied on any representation or warranty in reaching your decision to subscribe for Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;

(f)               you are not a client of finnCap or Berenberg in relation to the Placing and neither finnCap nor Berenberg is acting for you in connection with the Placing and neither of them will be responsible to you in respect of the Placing for providing protections afforded to its clients;

(g)              you have not been, and will not be, given any warranty or representation by any finnCap Person or any Berenberg Person in relation to any Placing Shares, the Company or any other member of its Group and neither any finnCap Person nor any Berenberg Person will have any liability to you for any information contained in this Announcement, the content of which is exclusively the responsibility of the Company, or which has otherwise been published by the Company or for any decision by you to participate in the Placing based on any such information or on any other information provided to you;

(h)              you will pay the full consideration sum at the Placing Price as and when required in respect of all Placing Shares finally allocated to you and will do all things necessary on your part to ensure that payment for such shares (or depositary interests representing them) and their delivery to you or at your direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with finnCap or Berenberg or which you put in place with finnCap or Berenberg;

(i)               you are permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to you and you have complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007) and have obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to finnCap or Berenberg such evidence, if any, as to the identity or location or legal status of any person which finnCap or Berenberg may request from you (for the purpose of its complying with any such laws 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 finnCap or Berenberg on the basis that any failure by you to do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to the Placing being reduced to such number, or to nil, as finnCap and/or Berenberg may decide;

(j)               you have complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

(k)              you are a Relevant Person or a person to whom this Announcement may otherwise be lawfully communicated;

(l)               you are acting as principal only in respect of the Placing or, if you are acting for any other person (i) you are duly authorised to do so, (ii) you are and will remain liable to the Company , finnCap and/or Berenberg for the performance of all your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you are both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a FSMA Qualified Investor or (2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

(m)             nothing has been done or will be done by you in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

(n)              you will not treat any Placing Shares in a manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your participation in the Placing will contravene any legislation applicable in any territory or jurisdiction or cause the Company or finnCap or Berenberg to contravene any such legislation;

(o)              (in this paragraph "US person" and other applicable terms have the meanings that they have in Regulation S made under the Securities Act) (i) none of the Placing Shares have been or will be registered under that Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, no Placing Shares may be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person, (iii) you are (unless otherwise expressly agreed with finnCap or Berenberg) neither within the United States nor a US person, (iv) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (v) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) you will not be subscribing Placing Shares with a view to resale in or into the United States, and (vii) you will not distribute this Announcement or any part of it or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(p)              finnCap and/or Berenberg may satisfy their respective obligations to procure Placees by themselves agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other finnCap Person or Berenberg Person or any person associated with any finnCap Person or any Berenberg Person to do so or by allowing officers of the Company and/or Group employees to subscribe for Placing Shares under the Placing at the Placing Price;

(q)              time is of the essence as regards your obligations under this Appendix;

(r)               this Appendix and any contract which may be entered into between you, finnCap, Berenberg  and/or the Company pursuant to this Appendix or the Placing, and all non-contractual obligations arising between you, finnCap, Berenberg and/or the Company in respect of the Placing, will be governed by and construed in accordance with the laws of England, for which purpose you submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company, finnCap and Berenberg will have the right to bring enforcement proceedings in respect of any judgement obtained against you in the English courts or in the courts of any other relevant jurisdiction;

(s)              each right or remedy of the Company or finnCap or Berenberg provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

(t)               any document that is to be sent to you in connection with the Placing will be sent at your risk and may be sent to you at any address provided by you to finnCap or Berenberg;

(u)              if you have received any confidential price sensitive information about the Company in advance of the Placing, you have not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

(v)              you irrevocably appoint any duly authorised officer of finnCap or any duly authorised officer of Berenberg as your agent for the purpose of executing and delivering to the Company, its depository and/or its registrars any documents on your behalf necessary to enable you to be registered as the holder of any of the Placing Shares for which you agree to subscribe (or depositary interests representing them) upon the terms of this Announcement;

(w)             neither you, nor any person specified by you for registration as a holder of Placing Shares is, or is acting as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services); and

(x)              by participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, finnCap, Berenberg, each finnCap Person and each Berenberg Person harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by finnCap, Berenberg, any finnCap Person, any Berenberg Person or the Company arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

7.                Payment default

Your entitlement to receive any Placing Shares will be conditional on finnCap's or Berenberg's receipt of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as finnCap and Berenberg may decide, and otherwise in accordance with that confirmation's terms.  finnCap or Berenberg (as applicable) may waive this condition, and will not be liable to you for any decision to waive it or not.

If you fail to make such payment by the required time for any Placing Shares (1) the Company (or the Selling Shareholder as applicable) may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its Articles of Association or by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as applicable, finnCap or Berenberg may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, a Selling Shareholder, finnCap or Berenberg (i) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale and (4) you will remain liable to the Company, the Selling Shareholder and to finnCap and Berenberg for the full amount of any losses and of any costs which any of them may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.  Interest may be charged in respect of payments not received by finnCap or Berenberg for value by the required time referred to above at the rate of two percentage points above the base rate of National Westminster Bank plc.

8.                Overseas jurisdictions

The distribution of this Announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions are restricted by law.  FSMA Qualified Investors who seek to participate in the Placing must inform themselves about and observe any such restrictions.  In particular, this document does not constitute or form part of any offer or invitation, nor a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States, Canada, Japan, the Republic of Ireland, the Republic of South Africa, Australia, New Zealand or Israel or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful.  New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended or under the securities laws of any State of or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under that Act).  No public offering of New Ordinary Shares is being or will be made in the United States.

 

END

 

 

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