Proposed equity fundraising

RNS Number : 8532Y

Hardide PLC

09 September 2022

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF HARDIDE PLC IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310).

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Hardide plc

("Hardide" or "the Company" or "the Group")

Proposed equity fundraising

Hardide plc (AIM: HDD), the developer and provider of advanced surface coating technology, announces its intention to conduct a fundraising to raise gross proceeds of approximately £0.5 million (the "Fundraising") through (i) a placing (the "Placing") of new ordinary shares of 4p each in the capital of the Company ("Ordinary Shares") by way of an accelerated bookbuild (the "Bookbuild"); and (ii) a subscription for new Ordinary Shares by certain directors of the Company (and an associate) (the "Subscription").

The Fundraising will be at a fixed price of 19 pence per new Ordinary Share (the "Issue Price") being the closing mid-market price of an Ordinary Share on 8 September 2022 (being the last business day prior to this announcement).

The Fundraising will be undertaken pursuant to existing authorities of the Company to issue new Ordinary Shares on a non pre-emptive basis, granted at the Company's annual general meeting held on 11 March 2022.

The Placing is being made available to certain institutional investors but is not available to the public. Hardide has entered into a placing agreement with finnCap Ltd ("finnCap") and Allenby Capital Limited ("Allenby") who will act as joint bookrunners (the "Joint Bookrunners") in relation to the Placing, details of which are set out below.

The Bookbuild will open with immediate effect following release of this announcement. The timing of the closing of the Bookbuild, the number of new Ordinary Shares to be issued pursuant to the Placing, and allocations among subscribers are at the sole discretion of the Company and the Joint Bookrunners. A further announcement confirming the final details of the Placing is expected to be made following the closing of the Bookbuild. The Joint Bookrunners reserve the right to close the Bookbuild without further notice. The Placing is being undertaken on a reasonable endeavours basis and is not being underwritten. The Subscription and the Placing are inter-conditional and there can therefore be no certainty that the Fundraising will complete.

Background to the Fundraising and Use of Proceeds

The Fundraising will satisfy the Company's near-term cash requirements. However, further working capital will be required to support the Group given the challenging environment described in the Company's trading update announcement of 14 July 2022 and as it awaits payment of a delayed cash receipt from a significant customer. Discussions are ongoing with potential investors and other parties regarding new and further financing initiatives for the Group. In respect of one of these prospects, the Group is pleased to have received a non-binding letter of intent relating to a sale and leaseback arrangement for the property in Martinsville which would, if completed, make a considerable contribution to the Group's financing needs.

The Board maintains a positive outlook for the Group's business beyond the near term as supply chains and markets continue their recovery and developments currently under way become realised. The Company sees clear potential for the next financial year to show considerable improvement on recent years.

Certain directors of the Company (and an associate) are intending to support the Fundraising by subscribing an aggregate amount of approximately £0.2 million for new Ordinary Shares pursuant to the Subscription.

Further details of the Fundraising

Assuming gross proceeds of approximately £0.5million, the Fundraising will comprise the issue of approximately 1,578,947 new Ordinary Shares pursuant to the Placing (the "Placing Shares") and 1,052,632 new Ordinary Shares pursuant to the Subscription (the "Subscription Shares"). The Subscription is conditional on completion of the Placing and vice-versa.

Pursuant to a placing agreement dated 9 September 2022 between finnCap, Allenby and the Company (the "Placing Agreement"), finnCap and Allenby have conditionally agreed, as agents on behalf of the Company, to use their reasonable endeavours to procure subscribers for the Placing Shares.

The Fundraising is also conditional upon, inter alia, admission of the Placing Shares and Subscription Shares (together, the "Fundraising Shares") to trading on AIM ("Admission") becoming effective on or before 8.00 a.m. (London time) on 15 September 2022 or such later date as may be agreed between the Joint Bookrunners and the Company, but in any event no later than 8.00 a.m. (London time) on 10 October 2022, and the Placing Agreement becoming unconditional in all respects (save for Admission) and not having been terminated. The Fundraising Shares, when issued, will be fully paid and will rank equally in all respects with the existing Ordinary Shares in issue.

This announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and the 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 Bookbuild and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement (including the Appendix) in its entirety, 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.

Enquiries:
Hardide plc Philip Kirkham, CEO Jackie Robinson, Communications Manager	Tel: [phone]
IFC Advisory Graham Herring / Tim Metcalfe / Florence Chandler	Tel: [phone]
finnCap - Nominated Adviser and Joint Broker Henrik Persson / Abigail Kelly (Corporate Finance) Richard Chambers (ECM) Allenby Capital - Joint Broker Tony Quirke (Sales & Corporate Broking) Jeremy Porter / Freddie Wooding (Corporate Finance)	Tel: [phone]  Tel: [phone]

Notes to editors:

Hardide develops, manufactures and applies advanced technology tungsten carbide/tungsten metal matrix coatings to a wide range of engineering components. Its patented technology is unique in combining, in one material, a mix of toughness and resistance to abrasion, erosion and corrosion; together with the ability to coat accurately interior surfaces and complex geometries. The material is proven to offer dramatic improvements in component life, particularly when applied to components that operate in very aggressive environments. This results in cost savings through reduced downtime and increased operational efficiency. Customers include leading companies operating in oil and gas exploration and production, valve and pump manufacturing, precision engineering and the aerospace industries.

www.hardide.com

Important Notices

finnCap Ltd and Allenby Capital Limited, which are each authorised and regulated by the FCA in the United Kingdom, are acting as Joint Bookrunners and joint Brokers to the Company in connection with the Fundraising and will not be responsible to any person other than the Company for providing the protections afforded to clients of finnCap and Allenby Capital or for providing advice to any other person in connection with the Fundraising or any acquisition of shares in the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained within (a) the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) (as amended) ("UK MiFID II"); and (b) other UK implementing measures (including insofar as UK MiFID II and the MiFID II Delegated Directive (EU) (2017/593) constitute retained EU law (as defined in section 6(7) of the European Union (Withdrawal) Act 2018) in the United Kingdom) (together the "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 such Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, Distributors (as defined within the Product Governance Requirements) 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 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 Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap and Allenby 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 UK 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.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT REGARDING THE PLACING AND THE TERMS AND CONDITIONS ("TERMS AND CONDITIONS") SET OUT HEREIN (TOGETHER "THE ANNOUNCEMENT") IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED TO: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (THE "PROSPECTUSREGULATION") (EACH, AN "EEA QUALIFIED INVESTOR"), (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (EACH, A "UK QUALIFIED INVESTOR"); OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").

THE ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THE ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  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 OR INTO 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.

THE ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS".  THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS", "INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY.  THESE FORWARD-LOOKING STATEMENTS INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS.  THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS.  FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS, INCLUDING THE DIRECTORS' CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND LIQUIDITY.  WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY AVAILABLE TO THEM, THEY MAY PROVE TO BE INCORRECT.  SAVE AS REQUIRED BY LAW OR BY THE AIM RULES, THE COMPANY UNDERTAKES NO OBLIGATION TO MAKE ANY REVISIONS, NOR TO PUBLICLY RELEASE THE DETAILS OF SUCH REVISIONS (IF ANY) AS ARE MADE, TO ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES ARISING AFTER THE DATE OF THIS ANNOUNCEMENT.

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

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

The distribution of the Announcement and/or the effecting of the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Brokers or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of the Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession the Announcement comes are required by the Company and the Brokers to inform themselves about and to observe any such restrictions.

The Announcement or any part of it is for information purposes only and 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, New Zealand, Canada, the Republic of South Africa or Japan 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.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation from the requirement to produce a prospectus.  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. In the United Kingdom, the Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

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 the 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 offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, the Republic of South Africa or Japan.  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, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

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

The Announcement (including the Terms and Conditions) should be read in its entirety.  Capitalised terms not defined in these Terms and Conditions shall have the meaning given to them in the Announcement.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the relevant Broker), each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood the Announcement in its entirety, to be participating and acquiring Placing Shares on the Terms and Conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1.  it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.  in the case of a Relevant Person in a member state of the EEA or in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a)  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 a member state of the EEA other than EEA Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior written consent of the Brokers has been given to the offer or resale; or

(b)  where Placing Shares have been acquired by it on behalf of persons in a member state of the EEA other than EEA Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; or

(c)  where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

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, undertakings and agreements contained in these Terms and Conditions;

4.  it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in these Terms and Conditions; and

5.  except as otherwise expressly permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is either:

(i)  outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; or

(ii)  a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published.  No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") or any other competent authority in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in the Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of the Announcement (the "Publicly Available Information") and subject to any further terms as are set forth in the contract note which is sent by the Brokers to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of the Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Brokers or the Company or any other person and neither the Brokers, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.  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.  No Placee should consider any information in the Announcement to be legal, tax or business advice.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

finnCap and Allenby as joint brokers (together the "Brokers" and each a "Broker") have entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of finnCap and Allenby, as agent for and on behalf of the Company, has agreed to use its respective reasonable endeavours to procure Placees for the Placing Shares.  The Placing is not being underwritten by finnCap or Allenby.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 4 pence each ("Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares on or after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 15 September 2022 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1.  finnCap is acting as nominated adviser and joint Broker to the Placing, as agent for and on behalf of the Company.  finnCap is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of finnCap or for providing advice in relation to the matters described in this Announcement.

2.  Allenby is acting as joint Broker to the Placing, as agent for and on behalf of the Company.  Allenby is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Allenby or for providing advice in relation to the matters described in this Announcement.

3.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited by finnCap or Allenby to participate.  The Brokers and any of their affiliates are entitled to participate in the Placing as principal.

4.  finnCap and Allenby are proceeding with the Bookbuild for the purpose of assessing the demand from institutional investors for acquiring Placing Shares at the Placing Price and the Company then issuing the Placing Shares under the Placing to raise approximately £0.3 million for the Company before expenses.  The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by the Brokers (in consultation with the Company) following completion of the Bookbuild.  The Brokers will commence the Bookbuild today and it is expected to close no later than 12:00 p.m. on 9 September 2022 but may be closed earlier or later at the Brokers' discretion.  Completion of the Bookbuild is at the discretion of the Company and there is no guarantee that the Bookbuild will be completed.  The Brokers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.  The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

5.  The price per Placing Share (the " Placing Price ") is fixed at 19 pence and is payable to the relevant Broker (as agent for the Company) by all Placees in accordance with the terms of the contract note issued to them respectively.

6.  Each Placee's allocation will be determined by the relevant Broker in its discretion following consultation with the Company and will be confirmed orally by the relevant Broker.

7.  Each Placee's commitment will be confirmed in and evidenced by a recorded telephone call between representatives of the relevant Broker and the relevant Placee (the " Recorded Call ").  These Terms and Conditions will be deemed incorporated into the contract which is entered into on the Recorded Call and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Call and, except with the relevant Broker's prior written consent, will not be capable of variation or revocation after such time.  Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Call.

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

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

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

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

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

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

Registration and settlement

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

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

Settlement of transactions in the Placing Shares (ISIN: GB00BJJPX768) following Admission will take place within the CREST system, subject to certain exceptions.  In accordance with the contract note, settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Brokers and is expected to occur on 14 September 2022 (the "Settlement Date").  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Brokers may agree that the Placing Shares should be issued in certificated form.  Each of the Brokers reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above the prevailing base rate of Barclays Bank plc as determined by the Brokers.

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the contract note is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

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

(a)  the warranties contained in the Placing Agreement being true, accurate and not misleading when made on the date of the Placing Agreement and at Admission by reference to the facts and circumstances subsisting at that time;

(b)  the Company having complied with all of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(c)  neither of the Brokers having exercised their right to terminate the Placing Agreement; and

(d)  Admission having become effective at or around 8.00 a.m. on 15 September 2022 or such later time and/or date as the Brokers may agree with the Company but in any event, being no later than 8.00 a.m. on 10 October 2022,

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

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Brokers may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of such Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it under any circumstances.

Each of the Brokers may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement, in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions, including the condition relating to Admission referred to in paragraph (d) above, may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

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

None of the Brokers, nor any of their affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Brokers.

Termination of the Placing

Either of the Brokers may, in their absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

(a)  any statement contained in the Announcement or in any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (" Placing Documents ") has become untrue, incorrect or misleading in any material respect or if any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them;

(b)  any of the representations, warranties and undertakings contained in the Placing Agreement was untrue and inaccurate in any respect when made and/or if a matter has arisen that might reasonably be expected to give rise to a claim under the indemnity contained in the Placing Agreement;

(c)  the Company has not complied with any of its obligations under the Placing Agreement or otherwise relating to the Placing and Admission (to the extent such obligations fall to be complied with prior to Admission) which either of the Brokers (acting in good faith) considers to be material in the context of the Placing or Admission;

(d)  in the opinion of either of the Brokers (acting in good faith), there shall have been any material adverse change in, or any development reasonably likely to involve a prospective material adverse change in, the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company; or

(e)  there has been a change in any law or governmental or other regulation or any other force majeure-type event which, in the opinion of the Brokers, materially and adversely affects (or is likely to affect) the business of the Company or the Placing or which otherwise makes it impractical or inadvisable to proceed with the Placing.

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.

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

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it at any time after the end of the Recorded Call confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, confirms and agrees (for itself and for any such prospective Placee) that (save where the Brokers expressly agree in writing to the contrary):

1.  it has read and understood the Announcement (including these Terms and Conditions) in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in the Announcement and the other Publicly Available Information;

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

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

(a)  it is a UK Qualified Investor; and

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

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

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

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

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

(a)  it is an EEA Qualified Investor; and

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

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

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

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

5.  the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 (the " MAR ")) (part of UK law by virtue of the EUWA, as amended pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019/310) which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

6.  it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Brokers nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor 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 the Announcement or the Publicly Available Information; nor has it requested the Brokers, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

7.  neither the Brokers nor any person acting on behalf of them nor any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;

8.  the only information on which it is entitled to rely and on which it has relied in committing to acquire the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based solely on the Publicly Available Information;

9.  neither the Brokers, nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;

10.  it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that its information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

11.  it has not relied on any investigation that the Brokers or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

12.  the content of the Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither of the Brokers nor any persons acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in the Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Announcement, the other Publicly Available Information or otherwise.  Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;

13.  it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of the Announcement by the due time and date set out herein or in the relevant contract note, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Brokers determine;

14.  it and/or each person on whose behalf it is participating:

(a)  is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)  has fully observed such laws and regulations;

(c)  has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d)  has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in these Terms and Conditions) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company, it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

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

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

17.  it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

18.  it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

19.  it understands that:

(a)  the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and will be subject to restrictions on resale and transfer, subject to certain limited exceptions under US law; and

(b)  it will not deposit the Placing Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

20.  it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a)  in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

(b)  pursuant to another exemption from registration under the Securities Act, if available,

and in each case in accordance with all applicable securities laws of the states of the United States and all other applicable jurisdictions;

21.  no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

22.  it understands that the Placing Shares are expected to be issued to it through CREST but may instead be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.  EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

23.  it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

24.  if located in the United States, it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

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

26.  none of the Brokers, their affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Brokers and that the Brokers have no duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

27.  it will make payment to the relevant Broker for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the due time and date set out in the Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Brokers may determine in their absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in these Terms and Conditions) which may arise upon the sale of such Placee's Placing Shares on its behalf;

28.  its allocation (if any) of the Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the relevant Broker may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

29.  no action has been or will be taken by any of the Company, the Brokers or any person acting on behalf of the Company or either of the Brokers that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

30.  the person who it specifies for registration as holder of the Placing Shares will be:

(a)  the Placee; or

(b)  a nominee of the Placee, as the case may be; 

31.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

32.  neither the Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax, whether resulting from a failure to observe this requirement or otherwise.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and each of the Brokers in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of either of the Brokers or transferred to a CREST stock account of the relevant Broker who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

33.  if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order or is a person to whom the Announcement may otherwise be lawfully communicated, and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

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

35.  it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Announcement has not been approved by either of the Brokers in their capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

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

37.  if it has received any inside information (for the purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a)  dealt (or attempted to deal) in the securities of the Company;

(b)  encouraged, recommended or induced another person to deal in the securities of the Company; or

(c)  unlawfully disclosed such information to any person, prior to the information being made publicly available;

38.  none of the Brokers, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them or their affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Broker's rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

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

40.  it:

(a)  has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof ;

(b)  is not a person:

(i)  with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(ii)  named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii)  subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(all such statutes, rules and regulations referred to in this paragraph 40 being 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 it 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 relevant Broker such evidence, if any, as to the identity or location or legal status of any person which it may request from the Placee in connection with the Placing (for the purpose of complying with the 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 relevant Broker on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the relevant Broker may decide at its sole discretion;

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

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

43.  it has such knowledge and experience in financial, business and international investment matters as is required to allow it to evaluate the merits and risks of acquiring Placing Shares.  It further acknowledges that AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies, that the AIM Rules are less demanding than those of the Official List and that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing.  It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

44.  it irrevocably appoints any duly authorised officer of either of the Brokers as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon these Terms and Conditions;

45.  the Company, the Brokers and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each Broker on its own behalf and on behalf of the Company and are irrevocable;

46.  it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account;

47.  time is of the essence as regards its obligations under these Terms and Conditions;

48.  any document or other communication that is to be sent to it in connection with the Placing will be sent at its own risk and may be sent to it at any address (including any email address) provided by it to the Brokers;

49.  the Placing Shares will be issued subject to these Terms and Conditions; and

50.  these Terms and Conditions and all documents into which these Terms and Conditions are incorporated by reference or otherwise validly form a part and/or any agreements entered into pursuant to such terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection therewith, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Brokers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, each Broker and each of their respective affiliates, agents, directors, officers and employees harmless from and against 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 (or any person acting on such Placee's behalf) in these Terms and Conditions or which are incurred by either Broker, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive completion of the Placing.

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

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to each Broker for itself and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that neither of the Brokers owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities contained in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each of the Brokers may (at their absolute discretion) satisfy their 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 connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with either Broker, any money held in an account with the relevant Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA.  Each Placee acknowledges that any such money will not be subject to the protections conferred by the client money rules: as a consequence, this money will not be segregated from the relevant Broker's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In these Terms and Conditions, any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in these Terms and Conditions are to London time, unless otherwise stated.

All times and dates in these Terms and Conditions may be subject to amendment.  Placees will be notified of any changes by way of a public announcement made through a Regulatory Information Service.

No statement in the Announcement is intended to be a profit forecast or estimate, and no statement in the 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.

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

DEFINITIONS

The following definitions (and each of those other expressions which are defined elsewhere herein) apply throughout this Announcement (including the Terms and Conditions) unless the context otherwise requires:

"Admission" means admission of the Fundraising Shares to trading on AIM;

"AIM" means AIM, the market of that name operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies, incorporating guidance notes, published by the London Stock Exchange as at the date of this Announcement;

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

" Bookbuild " means the accelerated book building process to be undertaken by finnCap and Allenby in order to determine demand for participation in the Placing;

"Brokers" means finnCap and/or Allenby;

"Allenby" means Allenby Capital Limited;

"Company" means Hardide plc;

"CREST" means the UK-based computerised system for the paperless settlement of trades in listed securities, of which Euroclear UK & Ireland Limited is the operator in accordance with the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) and which facilitates the transfer of title to shares held in uncertificated form;

"EEA" means the European Economic Area;

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

"EU" means the European Union;

"EUWA" means the European Union Withdrawal Act 2018, as amended by the European Union (Withdrawal) Act 2020;

"FCA" means the UK Financial Conduct Authority;

"finnCap" means finnCap Ltd;

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

"London Stock Exchange" means London Stock Exchange plc;

"MAR" means the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse which is part of UK law by virtue of the EUWA as amended pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019/310;

"Ordinary Shares" means the ordinary shares of 4 pence each in the capital of the Company;

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

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

"Placing Agreement" means the agreement dated 9 September 2022 and entered into between finnCap, Allenby and the Company;

"Placing Price" means the price payable per Placing Share, being 19 pence;

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

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

"Regulatory Information Service" has the meaning given to it in the AIM Rules;

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

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

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

"Terms and Conditions" means the terms and conditions of the Placing, as defined and set out in the Appendix to the Announcement;

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

"UK Prospectus Regulation" means the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law by virtue of the EUWA;

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

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

 

END

 

 

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