Proposed Placing

RNS Number : 6714H

Imaginatik PLC

09 June 2017

 

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN IMAGINATIK PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

Imaginatik plc

("Imaginatik", the "Company" or together with its subsidiaries the "Group")

Proposed Placing to raise up to £1.4 million and Open Offer to raise up to £0.5 million

Placing

Imaginatik plc (AIM: IMTK.L), the innovation company, announces a proposed fundraising of up to £1.4 million, by way of the conditional placing ("Placing") of up to 68,731,445 ordinary shares of 1 penny each ("Placing Shares") at a price of 2 pence per Placing Share (the "Placing Price") with existing institutional and other investors. The Placing Shares will rank pari passu in all other respects with the Company's existing issued ordinary shares.

The Placing Shares will be offered by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this announcement.  finnCap Ltd ("finnCap") will be acting as sole bookrunner in connection with the Bookbuild.

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement and this announcement and the Appendix together being, this "Announcement"). The Placing is not underwritten.

Open Offer

In addition to the Placing, Qualifying Shareholders will be given the opportunity to subscribe for up to 25,304,766 ordinary shares of 1 penny each ("Ordinary Shares") also at a price of 2 pence per Ordinary Share through an open offer  (the "Open Offer") to raise up to approximately £0.5 million. The Open Offer is not underwritten.

General Meeting

The proposed Placing and Open Offer (together the "Fundraising") is subject to the passing of certain resolutions at the general meeting of the Company (the "General Meeting"). A circular containing notice of the General Meeting is expected to be posted to Shareholders shortly.  Further information explaining why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the resolutions to be proposed at the General Meeting is set out below.

It is expected that the implementation of the proposed Placing will commence immediately following this announcement and a further announcement will be made to confirm its completion in due course.

In support of the Company's proposals, Matt Cooper, Shawn Taylor and Ralph Welborn have indicated their intention to participate in the Placing in respect of a total of up to 10,882,163 Placing Shares.

Simon Charles has indicated that he will take up 100% of his entitlement under the Open Offer.

Use of Proceeds

The aggregated gross proceeds of the Fundraising are expected to be approximately £1.9million (assuming maximum take up under the Open Offer).  A proportion of the net proceeds will be invested in sales and marketing for the Company's partnership channels. The Company has been developing its partnership channels providing the technology platform and consultancy services to both the partner and to the partner's customer base as part of a jointly developed innovation offering. For this the Company receives subscription revenues and consulting fees and will also be entitled to receive success-based fees based on the total contract value of the joint offering. The Company will also use the proceeds to invest in both new and existing technology. The focus on existing technology will be to: improve reporting; mobile enablement; and user experience. Spend on new product development will be primarily focussed on further enhancing the analytical tools. The balance of the net proceeds will provide additional working capital to help reduce the seasonality in the sales pipeline and protect strategic options as the market evolves. The Directors believe that the Open Offer is the most equitable and efficient method to allow as many Shareholders to participate in the Company's future as possible.

Current Status

The Company is one of the leading global providers of innovation technology, consulting and advisory services. The Directors believe that it is clear that those companies that have innovation as part of their corporate DNA give themselves the opportunity to thrive in the business world whilst those companies that are less innovative find it increasingly difficult to compete and to thrive. That message is now being heard and understood.

The management of the Company believe that there is a significant opportunity that is ready to be seized, with the innovation market expanding, a growing spend on innovation and new buyers entering the market. Management believe these buyers are now more senior than previously seen, with access to larger budgets. These are senior people who recognise that having an embedded innovation competence within their organisations is critical to corporate success; however the great majority are still unclear on what they need to do in order to and instil an innovation capability. This is our opportunity.

Over the last few years the Company has continued to refine its suite of offerings in order to better address the market it serves. The Company has three main offerings;

a)            Innovation strategy advisory

This involves advisory consulting to help senior executives build and develop their corporate innovation programs, such programs of work typically last one to three months.

b)            Innovation capability building

This type of consulting is more operational in nature involving the Company providing workshops, training, facilitation and innovation management services in support of a client's ongoing program. These activities are frequently project based with delivery taking place over a few months, but may also be embedded within annual contracts sitting alongside a technology purchase. 

c)            Innovation software platform

The Company provides an enterprise innovation software platform that enables large global organisations to scale innovation practices across the enterprise in a repeatable way. This is usually deployed as annual or multi-year software as a service ("SaaS") contracts. 

The Company is the market leader in the space, offering the most complete innovation solution. In 2016 it was described by a leading independent technology and market research company as having the "most comprehensive innovation management solution". The report also ranked Imaginatik above all other market competitors in terms of its current suite of offerings as well as its strategy.

Client Base

In the last year the Company has added a further 15 clients to the list, with 11 in the US and 4 in Europe. The new additions in the US include two global healthcare companies, one of the world's largest human resource consulting firms, and several US based global financial services companies. Those in Europe include a multi-national pharmaceutical company as well as a new oil and gas research organisation.

Recent Company Developments

In the last year the Company has invested in a number of new personnel, mostly in the US, spanning both technology development and software sales. The Company appointed David Boghossian as General Manager, Software in November 2016. David is based in Boston and has a remit to be the interface between our technology and sales activities, as well as assisting all of the sales team with their sales pursuits. David is a Harvard graduate with over 25 years' experience in running technology businesses. The Company also appointed Kai Chuang as its Boston based Chief Technology Officer. Kai has more than 20 years' experience in creating digital technology solutions and has previously worked at Accenture and Google.

The Company has progressed its technology roadmap with a future focus to be on further enhancing the analytic tools for use within the innovation central technology platform as well as a series a series of playbooks to enable clients to make better use of the technology.

The Company has spent a great deal of time in the second half of the financial year developing a series of partnerships with re-sellers of the Company's technology and associated consulting services.

Financial Review

The following is based on the unaudited accounts of the Company for the year ended 31 March 2017 and the trading update issued to the market on 25 April 2017.

The Company had an improved year of trading with results broadly in line with market expectations, with annual losses falling to c£0.55m on recognised revenues of approximately £3.9m (2016:£3.9m). The Company reports that it had 15 new client wins in the period, with 11 occurring in the second half of the financial year as sales momentum started to build. Customer churn was higher in the current year than had been seen in the past, with 76% of available renewals by value being converted. More recently this renewal rate was far higher at approximately 90%. The higher churn in the year to 31 March 2017 was the result of the loss of two clients in the main, the first loss was the result of the client being acquired, an event that resulted in the loss of the entire innovation team. The second client underwent cost reductions resulting in the loss of their innovation programme.

The Board is encouraged by the development of the sales pipeline, which has grown significantly in the second half of the financial year as opportunities arising from the growing market for our technology and services as well as the newly developed partnership channels is starting to become more evident. 

Outlook

The Company will look to add further US based sales and consulting resources to take full advantage of the sales opportunities afforded by the developing partnerships and growing innovation market as a whole. The Company also intends to maintain its focus on adding to its existing technology products and consulting deliverables in order to grow its client base and maintain its leading position in the market.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").

For further information please contact:  

Imaginatik plc	Tel: [phone]
Matt Cooper Non-Executive Chairman Ralph Welborn, CEO Shawn Taylor, CFO
finnCap Ltd	Tel: [phone]
Jonny Franklin-Adams/Giles Rolls, corporate finance Camille Gochez, corporate broking
Alma PR	Tel: [phone]
Hilary Buchanan
Robyn Fisher

About Imaginatik

Imaginatik provides a range of innovation solutions comprised of consultancy, enterprise software and program management to deliver innovation results to companies such as Exxon Mobil, Altria, Shell, Goodyear, the Yorkshire Building Society, Caterpillar, AECOM, Novartis and Cargill. Few companies possess the internal capability to consistently generate fresh ideas, identify those worth pursuing and reliably transform them into real, value-enhancing assets. Imaginatik's mission is to help these companies build sustainable innovation competencies. In 2016 Forrester Research found that "Imaginatik has the most comprehensive innovation management solution," providing excellent industry recognition of Imaginatik's full-service innovation offering, combining both technology and consultancy services.

Imaginatik is a public company whose shares are traded on the AIM market of the London Stock Exchange (LSE: IMTK.L) with offices in Boston, MA, and Fareham, UK. For more information visit www.imaginatik.com.

 Forward-looking statements

This announcement contains statements about Imaginatik that are or may be deemed to be "forward-looking statements".

 All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Imaginatik.

 These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), Imaginatik does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Imaginatik or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Imaginatik at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS                                                             

Record Date for the Open Offer	6.00 p.m. on 8 June 2017
Announcement of the Fundraising	9 June 2017
Application Forms and Circular posted to Qualifying Shareholders	9 June 2017
Ex entitlement date for the Open Offer	8.00 a.m. on 12 June 2017
Entitlements credited to accounts of Qualifying CREST Shareholders	13 June 2017
Latest time and date for receipt of Forms of Proxy for use at the General Meeting	5.00 p.m. on 22 June 2017
Recommended latest time for requesting withdrawal of Open Offer Entitlements and from CREST	4.30 p.m. on 23 June 2017
General Meeting	5.00 p.m. on 26 June 2017
Latest time for depositing Open Offer Entitlements in CREST	3.00 p.m. on 27 June 2017
Placing Admission effective and trading expected to commence in the Placing Shares	8.00 a.m. 28 June 2017
CREST members' accounts credited in respect of Placing Shares in uncertificated form	as soon as possible after 8.00 a.m. on 28 June 2017
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 28 June 2017
Latest time and date for receipt of completed Application Forms, and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 30 June 2017
Share certificates in respect of Placing Shares expected to be dispatched by no later than	3 July 2017
Result of Open Offer announced	by 3 July 2017
Open Offer Admission effective and trading expected to commence in the Accepted Offer Shares	8.00 a.m. 4 July 2017
CREST members' accounts credited in respect of Accepted Offer Shares in uncertificated form	as soon as possible after 8.00 a.m. on 4 July 2017
Share certificates in respect of Accepted Offer Shares expected to be dispatched by no later than	13 July 2017

The times and dates set out in the expected timetable of principal events above and mentioned throughout this document and in the Application Form may be adjusted by the Company, in which event the details will be notified to the London Stock Exchange and, where appropriate, to Shareholder.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING
 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

1.            Introduction

All information in this Appendix, including the terms and conditions of the Placing in this Appendix, is directed only at persons ("FSMA Qualified Investors") who are both "qualified investors" as referred to at section 86(7) of the Financial Services and Markets Act 2000 ("FSMA") and are persons at or to whom any private communication relating to the Company that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise communicated without the need for it to be approved, made or directed by an "authorised person" as referred to in FSMA.

In this Appendix:

(a)             "Accepted Offer Shares" the Offer Shares in respect of which valid applications are received;

(b)             "Appendix" this appendix to the Impact Announcement;

(c)              ''Application Form'' the application form to be used by Qualifying Shareholders in connection with the Open Offer;

(d)             ''Existing Ordinary Shares''  the 151,828,597 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM;

(e)             "finnCap" means finnCap Limited;

(f)              "Form of Proxy" the form of proxy accompanying this document for use at the General Meeting;

(g)             "Group" means the group comprising the Company and its subsidiary undertakings;

(h)            "Impact Announcement" means the Company's regulatory announcement of the proposed Placing to which these terms and conditions are the Appendix;

(i)              "Offer Admission" or "Open Offer Admission" admission of the Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules;

(j)              ''Open Offer Entitlements''  entitlements to subscribe for Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer;

(k)             "Ordinary Shares" ordinary shares of 1 penny each in the capital of the Company

(l)            "Placee" means any person who is or becomes committed on a conditional basis to subscribe for Placing Shares under the Placing;

(m)            "Placing Admission" means the admission of the Placing Shares to trading on AIM;

(n)        "Placing Agreement" means the conditional placing agreement relating to the Placing entered into between the Company and finnCap;

(o)             "Placing Price" means 2 pence per Placing Share;

(p)             "Placing Shares" means up to 68,731,445 new Ordinary Shares;

(q)            "Prospectus Rules" means (as defined in section 73A(4) of the Financial Services and Markets Act 2000) rules expressed to relate to transferable securities;

(r)              ''Qualifying CREST Shareholders''  holders of Existing Ordinary Shares held in CREST at the Record Date;

(s)              ''Qualifying Shareholders''  holders of Existing Ordinary Shares at the Record Date;

(t)              ''Record Date'' the record date for the Open Offer being 6.00 p.m. on 8 June 2017; and

(u)          terms defined in the Impact Announcement have the same meanings in this Appendix, unless the context requires otherwise.

2.               Placing

finnCap is acting as the Company's agent in respect of the Placing.  finnCap shall determine the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.  No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

Each Placee will be required to pay to finnCap, on the Company's behalf as agent, the Placing Price as the subscription sum for each Placing Share that it is required to subscribe for in accordance with the terms set out in or referred to in this Appendix.  Each Placee's obligation to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and finnCap.  Each Placee will be deemed to have read this Appendix in its entirety.  finnCap will have no liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

Various dates referred to in this Appendix are stated on the basis of the expected timetable for the Placing.  It is possible that some of these dates may be changed.  The expected date for Placing Admission is 28 June 2017 and, in any event, the latest date for Placing Admission is 18 July 2017 ("the Long Stop Date").

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Appendix and on the terms contained in it.  No admission document for the purposes of the AIM Rules for Companies, or prospectus, is required to be published, or has been or shall be published, in relation to the Placing or the Placing Shares.

3.               Participation and settlement

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

A Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally (or, if agreed previously, may be confirmed orally) with finnCap.  Such agreement will constitute a legally binding commitment on such Placee's part to subscribe for that number of Placing Shares at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution.  After such agreement is entered into a written confirmation will be dispatched to the Placee by finnCap stating (i) the number of Placing Shares for which such Placee has agreed to subscribe, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares, (iii) relevant settlement information and (iv) settlement instructions.  A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned by the date and time stated in it.

Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis.  finnCap reserves the right to require settlement for and/or delivery to any Placee of any Placing Shares by such other means as it may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Appendix or the Impact Announcement.

A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.

4.               Placing Agreement

finnCap have entered into the Placing Agreement with the Company under which finnCap has agreed on a conditional basis to use its reasonable endeavours as the Company's agent to procure subscribers at the Placing Price for all Placing Shares.

5.               Placing conditions

The Placing is conditional on (i) the passing of certain resolutions at the General Meeting, (ii) finnCap's obligations under the Placing Agreement not being terminated in accordance with its terms, (iii) Placing Admission taking place by the relevant time and date to be stated in the Impact Announcement.  finnCap may extend the time and/or date for the fulfilment of any of the conditions referred to above to a time no later than 5.00 p.m. on the Long Stop Date.  If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived finnCap) by the relevant time, the Placing will lapse and each Placee's rights and obligations in respect of the Placing will cease and terminate at such time.

finnCap's obligations under the Placing Agreement may be terminated by finnCap at any time prior to Placing Admission in certain circumstances including, among other things, following a material breach of the Placing Agreement by the Company and/or the occurrence of certain force majeure events.  The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by finnCap whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within finnCap's absolute discretion (as is the exercise of any right or power of finnCap that is referred to in this Appendix).  finnCap will have no liability to any Placee or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension in respect of the Placing Agreement.

The Placing is not conditional upon the Open Offer proceeding of Open Offer Admission occurring.

6.               Placees' warranties and undertakings to the Company and finnCap

By agreeing with finnCap, as agent of the Company, to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and finnCap, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that:

(a)             it agrees to and accepts all the terms set out in this Appendix;

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

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

(d)            it has not been, and will not be, given any warranty or representation in relation to the Placing Shares or the Company or any other member of the Group in connection with the Placing, other than (i) by the Company as included in the Impact Announcement, and (ii) by the Company to the effect that at the time that the Placee enters into a legally binding commitment to subscribe for Placing Shares pursuant to the Placing the Company will not then be in breach of its obligations under the London Stock's Exchange's AIM Rules for Companies or under the EU Market Abuse Regulation (596/2014) to disclose publicly in the correct manner all such information as is then required to be so disclosed by the Company;

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

(f)              it is not a client of finnCap in relation to the Placing and finnCap is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to finnCap's clients;

(g)             it has not been, and will not be, given any warranty or representation by finnCap in relation to any Placing Shares, the Company or any other member of the Group and finnCap will have no liability to it for any information contained in this Appendix or which has otherwise been published by the Company or for any decision by it to participate in the Placing based on any such information or on any other information provided to it;

(h)             it will pay the full subscription sum at the Placing Price as and when required in respect of all Placing Shares for which it is required to subscribe under its Placing participation and will do all things necessary on its part to ensure that payment for such Placing Shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has in place with finnCap or puts in place with finnCap;

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

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

(k)             it is a FSMA Qualified Investor;

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

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

(n)             it will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company and/or finnCap to contravene any such legislation in any respect;

(o)             (in this paragraph "US person" and other applicable terms have the meanings that they have in Regulation S made under the US Securities Act of 1933, as amended) (i) none of the Placing Shares have been or will be registered under that Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, Placing Shares may not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person, (iii) it is (unless otherwise expressly agreed with finnCap) neither within the United States nor a US person, (iv) it has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (v) neither it, its affiliates, nor any persons acting on its behalf, has engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) it will not be subscribing Placing Shares with a view to resale in or into the United States, and (vii) it will not distribute the Impact Announcement or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;

(p)             finnCap may itself agree to become a Placee in respect of some or all of the Placing Shares;

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

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

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

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

(u)             nothing in this Appendix will exclude any liability of any person for fraud on its part, and all times and dates in this Appendix are subject to amendment at the discretion of finnCap except that in no circumstances will the date scheduled for Placing Admission be later than the Long Stop Date; and

(v)             none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe for any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing.

7.               Payment default

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

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

8.               Overseas jurisdictions

The distribution of  the Impact Announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law.  Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions.  In particular,  the Impact Announcement does not constitute or form part of any offer or invitation, or a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in the United States, Canada, Japan or Australia or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful.  The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended or under the securities laws of any State of or other jurisdiction within the United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under that Act).  No public offering of the Placing Shares is being or will be made in the United States.

9.               Placing Shares

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares.

 

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