Placing and Open Offer

RNS Number : 6001J

Infrastrata PLC

23 December 2020

 

The information contained within this announcement (the "Announcement") is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

23 December 2020

InfraStrata plc

("InfraStrata" or the "Company")

Proposed Placing to raise £6.4 million

Open Offer to raise up to an additional £1.0 million

&

Notice of General Meeting

InfraStrata plc (AIM: INFA), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, is pleased to announce that it has conditionally raised, in aggregate, up to £7.4 million (before expenses) by way of a placing of new 14,222,225 Ordinary Shares at a price of 45 pence per share to existing and new investors (the "Placing"), as well as an Open Offer of up to 2,239,465 new Ordinary Shares to be issued to Qualifying Shareholders at a price of 45 pence per share. The Placing is being conducted in two tranches.

The First Placing will utilise the Company's existing authorities to allot shares and disapply pre-emption rights granted at its most recent general meeting, whilst the Second Placing and Open Offer will be subject to the approval of Shareholders to allot the Second Placing Shares and the Open Offer Shares at a General Meeting. A circular (the "Circular") containing further details of the General Meeting to be held on 13 January 2021 is being posted to Shareholders shortly and will be available to view on the Company's website.

Transaction Highlights:

o  Placing to raise £6.4 million (before expenses) in two tranches, the First Placing of approximately £4.0 million and the Second Placing of approximately £2.4 million.

o  The net proceeds from the Placing will strengthen the Company's balance sheet and continue to enable it to tender for and win larger contracts , as well as to:

o  provide capital expenditure for inter alia, the acquisition of a robotic welding panel line and other yard refurbishment programmes in preparation for the potential award and subsequent execution of fabrication contracts; and

o  provide sufficient working capital to improve negotiating position on new contract opportunities by removing the potential for an emphasis of matter statement within upcoming full year results.

John Wood, CEO of InfraStrata commented: "This placing reinforces the faith that our shareholders have placed in us and we are delighted to see many of them either maintaining their positions and, in some instances, increasing them. We are also pleased to see new shareholders support our growth strategy. As we move into 2021, it will come with its own opportunities and challenges. This placing provides us the platform to go into the new year with a strengthened capital base and in preparation for the opportunities that will arise immediately post-Brexit. We look forward to a very active year of trading and with the firm intention of converting our short-run pipeline into monetised contracts."

For further information, please visit  www.infrastrataplc.com  or contact:

InfraStrata plc John Wood, Chief Executive Seena Shah, Interim Head of Marketing & Communications	[phone] [e-mail]
Cenkos Securities plc (Nominated Adviser & Broker) Stephen Keys / Callum Davidson (Corporate Finance) Michael Johnson (Sales)	[phone]

INTRODUCTION

The Company announces a conditional placing to raise £6.4 million (before expenses) by way of the issue of 14,222,225 Placing Shares in two tranches at the Issue Price. In addition to the Placing, in order to provide Shareholders with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders the opportunity to subscribe at the Issue Price for an aggregate of 2,239,465 Open Offer Shares, to raise up to approximately £1.0 million on the basis of 1 new Ordinary Share for every 29 Existing Ordinary Shares held on the Record Date, at the Issue Price, payable in full on acceptance.

The Second Placing and the Open Offer are conditional, inter alia, upon the Shareholders approving Resolution 1 at the General Meeting to be held at 11.00 a.m. on 13 January 2021 at the offices of the Company, at Northern & Shell Building, 10 Lower Thames Street, London EC3R 6EN, at which the Resolutions will be proposed.

The Board believes that the Placing and Open Offer will promote the growth and success of the Company for the benefit of the Shareholders as a whole and it accordingly seeks Shareholder approval to the passing of the Resolutions at the General Meeting.

BACKGROUND TO AND REASONS FOR THE PLACING

Summary of InfraStrata plc

InfraStrata's vision is to become a leading strategic infrastructure development and physical asset life-cycle management company. A key milestone in achieving this was reached when the Company acquired the Harland & Wolff shipyard in Belfast in December 2019 and from which it has subsequently generated the Company's maiden revenues. The Company is also developing a mid-term gas storage project located in Larne Lough, Northern Ireland and proposes to acquire and develop a longer-term floating storage and regasification unit ("FSRU") project located offshore Barrow-in-Furness, northwest England. The overarching strategy for these assets is to initiate high value projects, establish the conditions in which those projects can be monetised and attract first class partners to share in the project risk and rewards.

Recent progress

In July 2020 InfraStrata announced a placing of £9.0 million, putting the Company in a much stronger position to pursue its next phase of development, as the scope of each works programme becomes more complex and sophisticated. In particular, the Harland & Wolff shipyard is now participating in much larger contracts and the recently strengthened balance sheet is crucial to provide the Group with sufficient liquidity ahead of placing these larger anticipated contracts over the short to mid-term.

Since the announcement of the placing in July, the Company has made pleasing progress on its strategy.  In August 2020, the Group completed the acquisition of substantially all of the assets of Appledore Shipyard in North Devon, providing an opportunity to build a prominent presence in mainland UK, enabling ship and block building, ship repair and fabrication activities for the renewable industry and commercial market. With this acquisition, the Company believes that it can achieve a dominant position at two distinct ends of the shipyard market; the lower end of the market at less than 119 metres of dock length (with H&W (Appledore)) and the upper end of the market, requiring dock lengths of 300+ metres (with H&W (Belfast)).

On 10 December 2020, the Company demonstrated further traction at its Harland & Wolff (Belfast) operations following the receipt of a letter of intent (LOI) from Triumph Subsea Services Limited, for the build of two Windfarm Development Vessels ("WDV) each of which will have a length of 200 metres and a beam of 35 metres. In the event that the contract materialises, each vessel would be expected to generate revenues for the Group of between £340 million and £360 million over the 24-30 month period of fabrication, followed by additional revenues if further through-life support contracts are secured.

Furthermore, on 16 December 2020, the Company announced the continuation of a review into its application for a Water Abstraction Licence, Discharge Consent, and subsequent Marine Licence, with a determination on the application anticipated in Q1 of 2021. 

Further details of the above recent developments are contained with the relevant RNS announcements, which may be at the Company's website at www.infrastrataplc.com . 

As the Group stands today, the Directors have identified a potential weighted pipeline of £2 billion in contract opportunities between now and 2025 and believe there are near term revenue opportunities of £80.5 million and up to £825 million in the medium term. With the July fundraising having placed the Group in better financial standing, the Company continues to make wins with repeat clients on smaller contracts as confidence increases, whilst also seeing a trend of negotiating much larger potential contracts. In September 2020, the Company also achieved an EBITDA breakeven within the Cruise and Ferry market works operating within the drydocks. 

Use of proceeds

As the Group continues to negotiate larger contracts and position itself for future anticipated growth, it needs to ensure that it maintains adequate capital resources to demonstrate the continued credibility of its operations to partners and customers.

The net proceeds from the Placing and Open Offer of approximately £7.0 million (assuming full take up under the Open Offer) will be used for capital expenditure on, inter alia, the acquisition of a robotic welding panel line and other yard refurbishment programmes in preparation for the potential award and subsequent execution of fabrication contracts. The net proceeds will also be used to provide sufficient ongoing working capital to remove the potential for an emphasis of matter statement to be included within the Company's upcoming full year results, which could otherwise weaken the Company's negotiating position.

DETAILS OF THE PLACING AND THE PLACING AGREEMENT

Under the Placing, the Company has conditionally raised £6.4 million (before expenses) through a placing of 14,222,225 new Ordinary Shares at the Issue Price with institutional and other investors. The Company has entered into a Placing Agreement with Cenkos under which Cenkos has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Placing has not been underwritten. 

The Placing Shares will represent approximately 17.5 per cent. of the Enlarged Issued Share Capital following Second Admission (assuming full take up of the Open Offer). The Issue Price represents a discount of approximately 12.6 per cent. to the closing mid-market price on AIM of 51.5 pence per Ordinary Share on 22 December 2020, being the last dealing day prior to the date of this announcement.

The Placing is being conducted in two tranches. The First Placing will utilise the Company's existing authorities to allot shares and for the disapplication of pre-emption rights granted at its last General Meeting, whilst the Second Placing will be subject to the approval of Shareholders to allot the Second Placing Shares and to disapply pre-emption rights in respect of such allotment at the General Meeting.

The first tranche of the Placing will raise a total of approximately £4.0 million (before expenses) by the issue of 8,839,608 new Ordinary Shares (being the First Placing Shares) at the Issue Price. The First Placing is conditional upon, inter alia, First Admission becoming effective at 8.00 a.m. on 31 December 2020 (or such later date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 29 January 2021). The First Placing is not conditional on completion of the Second Placing occurring so there is a possibility that the First Placing may complete and the First Placing Shares are issued but that the Second Placing does not complete.

The second tranche of the Placing will raise a total of approximately £2.4 million (before expenses) by the issue of 5,382,617 new Ordinary Shares (being the Second Placing Shares) at the Issue Price. The Second Placing is conditional upon, inter alia, First Admission becoming effective. In addition, the Second Placing is conditional, inter alia, on Second Admission becoming effective at 8.00 a.m. on 14 January 2021 (or such later date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 29 January 2021).

The Placing Agreement contains, inter alia, customary undertakings and warranties given by the Company in favour of Cenkos as to the accuracy of information contained in this announcement and other matters relating to the Company. Cenkos may terminate the Placing Agreement in specified circumstances prior to Admission, including, inter alia, for material breach of the Placing Agreement by the Company or of any other warranties contained in it and in the event of a force majeure event occurring.

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued. 

It is expected that CREST accounts will be credited on the relevant day of Admission and that share certificates (where applicable) will be dispatched within 10 working days of each Admission.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is anticipated that First Admission will become effective and that dealings in the First Placing Shares will commence at 8.00 a.m. on 31 December 2020 and that Second Admission will become effective and dealings in the Second Placing Shares will commence at 8.00 a.m. on 14 January 2021.

DETAILS OF THE OPEN OFFER

The Company is proposing to raise up to approximately £1.0 million before expenses under the Open Offer. Up to 2,239,465 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price, payable in full on acceptance. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 29 Existing Ordinary Shares and so in proportion to the number of Existing Ordinary Shares held on the Record Date.

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement.

Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 29 December 2020. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 12 January 2021. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 12 January 2021.

The Open Offer is conditional on the following:

(a) Resolution 1 being passed at the General Meeting;

(b) the Placing Agreement not being terminated prior to Second Admission and becoming unconditional in all respects; and

(c) Admission of the Open Offer Shares becoming effective on or before 8.00 a.m. on 14 January 2021 (or such later date as the Company and Cenkos may agree, being not later than 29 January 2021).

Accordingly, if the Placing Agreement conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Open Offer Shares will not be issued and all monies received by Link Group will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled. Application will be made for the Open Offer Shares to be admitted to trading on AIM. It is expected that dealings in the Open Offer Shares will commence on AIM at 8.00 a.m. on 14 January 2021.

GENERAL MEETING AND THE RESOLUTIONS

Set out at the end of the Circular is the notice convening a General Meeting of the Company to be held at 11.00 a.m. on 13 January 2021 at the offices of the Company, at Northern & Shell Building, 10 Lower Thames Street, London EC3R 6EN at which the Resolutions will be put to the Company's Shareholders. In particular, the Resolutions to be proposed at the General Meeting will be as follows:

Resolution 1 - Authority to allot the Second Placing Shares and the Open Offer Shares and disapplication of pre-emption rights

Resolution 1 will be proposed as a special resolution of the Company. The Directors will be seeking authority in accordance with section 551 of the Act to allot up to 7,622,082 New Shares (being the maximum required for the purposes of issuing the Second Placing Shares and the Open Offer Shares) and for such shares to be allotted on a non-pre-emptive basis.

Resolution 2 - Directors' authority to allot shares

Resolution 2 is an ordinary resolution authorising the Directors to allot relevant securities, in addition to the Second Placing Shares and the Open Offer Shares, up to a nominal amount of £271,353.92. If granted, Resolution 2 provides sufficient authority following the Placing and the Open Offer to allot Ordinary Shares equal to approximately 33 per cent. of the Enlarged Issued Share Capital. The Resolution is specifically proposed to enable the Directors to have the flexibility to grow the Company in an appropriate manner.

Resolution 3 - Disapplication of pre-emption rights

Resolution 3 is a special resolution to renew the Directors' powers to allot shares for cash without first offering them to existing shareholders, pro-rata to their existing holdings. Although there is currently no intention to make use of these powers, the Directors consider that it is in the interests of the Company, in certain circumstances, for the Directors to have a limited ability to allot shares for cash without having first to offer them to existing shareholders.

The power sought pursuant to resolution 3 is limited, other than in relation to any rights issue, open offer or other pre-emptive issue, to the allotment of shares for cash having an aggregate nominal value of £122,109.26, corresponding to 15 per cent. of the Enlarged Issued Share Capital.

The authorities to be granted pursuant to Resolutions 2 and 3 are consistent with the levels approved at the last annual general meeting of the Company and] shall expire on the earlier of the date falling 15 months from the date of the passing of such resolution and the annual general meeting of the Company to be held in 2022 (unless renewed, varied or revoked by the Company prior to or on that date). The Directors have no present intention to use the authorities to be conferred by Resolutions 2 and 3 but consider that it is prudent and desirable that the Company be granted these authorities.

PLACING AND OPEN OFFER STATISTICS

Numberof ExistingOrdinaryShares in issue at the date of this Document	64,944,486
IssuePrice	45pence
Number of First Placing Shares	8,839,608
Number of Second Placing Shares	5,382,617
Total number of  PlacingShares	14,222,225
GrossPlacingproceeds	£6.4 million
NetPlacingproceeds	Approximately £6.0 million
Basis of Open Offer	1 Open Offer Share for every 29 Existing Ordinary Shares
Maximum number of Open Offer Shares	2,239,465
Maximum gross proceeds of Open Offer	Approximately £1.0 million
Estimated net proceeds of the Placing and Open Offer*	Approximately £7.0 million
Issued share capital immediately following First Admission	73,784,094
Enlarged Issued Share Capital immediately following Second Admission*	81,406,176
PlacingSharesasapercentageoftheEnlargedIssuedShareCapital following Second Admission*	17.5 percent.
New Shares asapercentageoftheEnlargedIssuedShareCapital following Second Admission*	20.2 per cent.
Market capitalisation of the Company at Second Admission at the Issue Price*	£36.6 million
Ordinary Share ISIN	GB00BLPJ1272
Open Offer Entitlement ISIN	GB00BM9Q9R22
Excess CREST Open Offer Entitlement ISIN	GB00BM9Q9S39

*Assuming maximum number of Open Offer Shares are subscribed for     

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for the Open Offer	6.00 p.m. on 21 December 2020
Announcement of the Placing and Open Offer	23 December 2020
Posting of this Document	23 December 2020
Ex-entitlement Date for the Open Offer	24 December 2020
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	As soon as practical after 8.00 a.m. on 29 December 2020
Admission and commencement of dealings of the First Placing Shares on AIM	8.00 a.m. on 31 December 2020
CRESTaccountscreditedinrespectofthe First Placing Shares (subject to FirstAdmission)	31 December 2020
Where applicable, expected date for dispatch of definitive share certificates for First Placing Shares in certificated form	Within 10 business days of First Admission
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. 6 January 2021
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 7 January 2021
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 8 January 2021
Latesttimeanddateforreceiptofproxyvoting instructions for the GeneralMeeting	11.00 a.m. on 11 January 2021
Latest time and date for receipt of the completed Application Form and appropriate payment in respect of Open Offer Shares or settlement of relevant CREST instruction	11.00 a.m. on 12 January 2021
GeneralMeeting	11.00 a.m. on 13 January 2021
Announcement of result of General Meeting and Placing and Open Offer	13 January 2021
Admission and commencement of dealings of the Second Placing Shares and Open Offer Shares on AIM	8.00 a.m. on 14 January 2021
CRESTaccountscreditedinrespectofthe Second Placing Shares (subject to Second Admission) and Open Offer Shares	14 January 2021
Where applicable, expected date for dispatch of definitive share certificates for Second Placing Shares and Open Offer Shares in certificated form	Within 10 business days of Second Admission

Note: All references to times in this timetable are to London times and each of the times and dates are indicative only and may be subject to change. Any such change will be notified by an announcement on a Regulatory Information Service.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings, unless the context otherwise requires:

"Act"	the Companies Act 2006 (asamended)
"Admission"	in respect of the Placing Shares means First Admission and/or Second Admission (as the context requires) and in respect of the Open Offer Shares means admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	themarketofthatnameoperatedbytheLondonStockExchange
"AIMRules"	theAIMRulesforCompaniesaspublishedandamendedfromtime to time by the London StockExchange
"Application Form"	the application form relating to the Open Offer and enclosed with this Document for use by Qualifying non-CREST Shareholders
"Board or Directors"	the directors of theCompany, as at the date of this Document, whose names are set out in the Circular
"Business Days"	any day on which banks in London are open for business (excluding Saturdays, Sundays and public holidays)
"Cenkos" or "Nominated Adviser" or "Broker"	Cenkos Securities plc, as the Company's nominated adviser and sole broker
"certificated"or "incertificatedform"	whereanOrdinaryShareisnotinuncertificatedform(i.e.not in CREST)
"Company"or"InfraStrata"	InfraStrata plc, a company incorporated in England and Wales with company number 06409712 whose registered office is at Riverbank House, 2 Swan Lane, London EC4R 3TT
"CREST"	therelevantsystemforthepaperlesssettlementoftradesandthe holding of uncertificated securities operated by Euroclear UK&IrelandLimitedinaccordancewiththeCRESTRegulations
"CREST Manual"	the CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com;
"CREST member"	a person who has been admitted to CREST as a system-member (as defined in the CREST Regulations);
"CREST member account ID"	the identification code or number attached to a member account in CREST;
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);
"CREST participant ID"	shall have the meaning given in the CREST Manual;
"CREST payment"	shall have the meaning given in the CREST Manual;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"	a CREST member admitted to CREST as a CREST sponsored member;
"Directors"	the directors of theCompany
"Document"	this circular toShareholders
"Euroclear"	Euroclear UK & Ireland Limited;
"enabled for settlement"	in relation to Open Offer Entitlements or entitlements to Excess Shares, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions (each as described in the CREST Manual issued by Euroclear UK & Ireland)
"Enlarged Issued Share Capital"	81,406,176 Ordinary Shares, being the issued ordinary share capital of the Company immediately following Second Admission, assumingnoexerciseof existing warrants over Existing OrdinaryShares and assuming the take up of the Open Offer in full
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer;
"Excess CREST Open Offer Entitlement"	in respect of each Qualifying CREST Shareholder, their entitlement (in addition to their Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full;
"Excess Shares"	Ordinary Shares applied for by Qualifying Shareholders under the Excess Application Facility;
"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 24 December 2020;
"ExistingOrdinaryShares"	the 64,944,486 Ordinary Shares in issue as at the date of this Document
"FCA"	the Financial Conduct Authority of the UnitedKingdom
"First Admission"	admission of the First Placing Shares to trading on AIM becoming effectiveinaccordancewithRule6oftheAIMRules which is expected to take place on 31 December 2020
"First Placing"	the placing by Cenkos on behalf of the Company of the First Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement
"First Placing Shares"	the 8,839,608 new Ordinary Shares which have been conditionally placed by Cenkos with Placees pursuant to the First Placing
"FSMA"	theFinancialServicesandMarketsAct2000(asamended)
"FSRUProject"	the proposed floating gas storage and regasification unit project offshore Barrow-in-Furness,Cumbria
"General Meeting"or"GM"	the general meeting of the Company convened for 11.00 a.m.on 13 January 2021 notice of which is set out at the end of the Circular
"Group"	the company and its subsidiaries from time totime
"ISIN"	International Securities Identification Number
"Issue Price"	45 pence per New Share
"Link Group"	A trading name of Link Market Services Limited
"LondonStockExchange"	London Stock Exchangeplc
"Money Laundering Regulations"	the Money Laundering, Terrorist Financing and Transfer of Funds (Information on Payer) Regulations 2017 and obligations in connection with money laundering under the Criminal Justice Act 1993 and the Proceeds of Crime Act 2002
"New Shares"	the Placing Shares and the Open Offer Shares
"Notice of Meeting"	the notice convening the General Meeting which is set out at the end of this Document
"Official List"	the Official List maintained by the FCA
"Open Offer"	the conditional invitation to Qualifying Shareholders to apply for the Open Offer Shares at the Issue Price on the terms and conditions outlined in this Document and, where relevant, in the Application Form
"Open Offer Entitlement"	the pro rata basic entitlement for Qualifying Shareholders to subscribe for 1 Open Offer Share for every 29 Existing Ordinary Shares held on the Record Date pursuant to the Open Offer
"Open Offer Shares"	up to 2,239,465 Ordinary Shares to be issued pursuant to the Open Offer
"OrdinaryShares"	ordinary shares of 1 penny each in the Company
"Overseas Shareholders"	Shareholders with registered addresses, or who are citizens or residents of, or incorporated in a Restricted Jurisdiction
"Placees"	thosepersonswho have conditionally agreed to subscribe forPlacingShares
"Placing"	together, the First Placing and the Second Placing
"Placing Agreement"	the conditional agreement dated 23 December 2020 between the Company and Cenkos relating to the Placing
"Placing Shares"	the First Placing Shares and/or the Second Placing Shares (as the context requires)
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares, which, on the register of members of the Company on the Record Date, are in a CREST account
"Qualifying Non CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares, which, on the register of members of the Company on the Record Date, are in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding, subject to certain exceptions, any Overseas Shareholder who is located or resident or who has a registered address in, or who is a citizen of, the United States of America or any other Restricted Jurisdiction)
"Receiving Agent"	Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
"Regulation S"	Regulation S under the Securities Act
"Record Date"	6.00 p.m. on 21 December 2020 being the latest time by which transfers of Existing Ordinary Shares must be received for registration by the Company in order to allow transferees to be recognised as Qualifying Shareholders;
"Restricted Jurisdiction"	the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, and any of their territories or possessions
"Resolutions"	theresolutionssetoutinthenoticeoftheGeneralMeetingat the end of this Document
"Second Admission"	admission of the Second Placing Shares to trading on AIM becoming effectiveinaccordancewithRule6oftheAIMRules which is expected to take place on 14 January 2021
"Second Placing"	the placing by Cenkos on behalf of the Company of the Second Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement
"Second Placing Shares"	the 5,382,617 new Ordinary Shares which have been conditionally placed by Cenkos with Placees pursuant to the Second Placing
"Securities Act"	the U.S. Securities Act of 1933, as amended
"Shareholders"	holders of Existing OrdinaryShares
"United Kingdom'or"UK'	theUnitedKingdomofGreatBritainandNorthernIreland
"£"	UK pounds sterling, being the lawful currency of the UnitedKingdom

 

END

 

 

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