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IMImobile PLC (IMO)

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Wednesday 24 July, 2019

IMImobile PLC

Proposed Acquisition and Placing

RNS Number : 4929G
IMImobile PLC
24 July 2019
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT, 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 OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

 

24 July 2019 

IMImobile PLC

("IMImobile", the "Group" or the "Company")

 Proposed Acquisition of 3CInteractive Corp 

Proposed Accelerated Bookbuild to raise up to £20.3m

 

IMImobile (AIM: IMO), a global cloud communications software and solutions provider, is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of 3CInteractive Corp. ("3C") (the "Acquisition"), a private US cloud-based multichannel, customer engagement platform company with a leading position in Rich Communication Services ("RCS"), on a debt-free, cash-free, basis for a total consideration of $53.2m (£42.8m) (the "Total Consideration").

The Total Consideration will be satisfied through $43.2m (£34.7m) in cash on completion (the "Initial Consideration") and $10.0m (£8.0m) through the issue of up to 2,567,256 new IMImobile ordinary shares of 10p each (the "Consideration Shares") which will be deferred for up to two years with founders and key employees subject to a further 12 month orderly market agreement thereafter. 

IMImobile proposes to fund the Initial Consideration through the drawdown of new debt facilities of up to $18.7m (£15.0m) and a proposed placing of up to 6,533,422 new ordinary shares of 10p each in the capital of the Company (the "Placing Shares"), representing approximately 9.7 per cent. of the existing issued share capital of the Company, at a price of 310p per share (the "Placing Price") to raise gross proceeds of up to $25.2m (£20.3m) (the "Placing").

The Acquisition is expected to be immediately earnings accretive, being marginally accretive in the current year ending 31 March 2020, with low double-digit earnings accretion in the year to 31 March 2021.

The Placing is being conducted by means of an accelerated bookbuild process ("ABB"), which will be launched immediately following this Announcement. Investec Bank plc ("Investec") and N+1 Singer Advisory LLP ("N+1 Singer") are acting as joint bookrunners (together the "Joint Bookrunners") in connection with the Placing.

Transaction highlights 

·      IMImobile has agreed to acquire 3C, a US based mobile engagement platform company with a leading position in RCS in North America for $53.2m on a debt-free, cash-free, basis.

 

·      In the year to 31 December 2018, the core services of 3C generated revenues of $24.2m and gross profit of $15.7m. On a standalone basis the core business was expected to be EBITDA break-even in the year to 31 December 2019.

 

·      The consideration for the Acquisition will be funded by a combination of the proceeds of the Placing, 2,567,256 Consideration Shares and the drawdown of new debt facilities.

 

·      3C is a pioneer for deployment of RCS solutions. The Acquisition provides IMImobile with an opportunity to establish a global leadership position in the RCS market which is forecast to grow at a CAGR of 40.5% from 2019-2024, with North America comprising the largest market share.

 

·      Following the Acquisition IMImobile will have direct SMS short code connectivity to all major US and Canadian carriers which is very difficult to achieve organically making 3C a highly strategic asset.

 

·      The Acquisition will accelerate IMImobile's growth strategy and further strengthen the Group's position in North America, the largest addressable market for the Group's software.

 

·      3C adds complementary product capabilities and a blue-chip customer base which provides significant opportunities to cross and upsell IMImobile's cloud product set, further positioning the Group as a global provider of Enterprise communications platform as a service (CPaaS). Further, significant cost synergies have also been identified in technology development and central management.

 

·      Placing of up to 6,533,422 Placing Shares at 310p per Placing Share to be conducted by way of an ABB to raise up to $25.2m (£20.3m).

 

·      The Acquisition and the Placing are expected to be immediately earnings accretive, being marginally accretive in the current year ending 31 March 2020, with low double-digit earnings accretion in the year to 31 March 2021.

 

·      The Placing is not conditional upon approval by IMImobile shareholders or completion of the Acquisition.

 

Note: Figures based on an exchange rate of GBP £1 = USD 1.2438

 

 

Jay Patel, Group Chief Executive Officer of IMImobile PLC, commented:

"We are delighted to announce the acquisition of 3C. It is a business with deep relationships with blue chip customers and the major US mobile operator networks as well being a pioneer in developing RCS as a channel for customer engagement.

The acquisition will provide an opportunity to introduce the Group's core Enterprise CPaaS capabilities and suite of customer engagement products into the US, which is our largest addressable market. We also hope to consolidate our strategic leadership position in introducing new communication channels to our clients and partners worldwide."

For further information, please contact

IMImobile PLC

c/o Newgate Communications

Jay Patel, Group Chief Executive Officer

Tel: +44 (0)20 3757 6880

Mike Jefferies, Group Financial Officer

 

 

 

Newgate Communications

Tel: +44 (0)20 3757 6880

Bob Huxford

[email protected]

Fiona Norman

 

Tom Carnegie

 

 

 

Investec Bank plc - NOMAD, Joint Broker & Joint Bookrunner

Tel: +44 (0)20 7597 5970

Corporate Broking: Henry Reast / Tejas Padalkar

 

Corporate Finance: Sebastian Lawrence / Andrew Pinder

 

 

 

N+1 Singer Advisory LLP - Joint Broker & Joint Bookrunner

Tel: +44 (0)20 7496 3000

Corporate Broking: Tom Salvesen

Corporate Finance:  Justin McKeegan/ Iqra Amin

 

 

 

     

 

 

Proposed Acquisition of 3CInteractive Corp. and proposed ABB placing to raise up to £20m

 

1.  Introduction

IMImobile PLC, ("IMImobile", the "Group" or the "Company") (AIM:IMO), a global cloud communications software and solutions provider, is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of 3CInteractive Corp. ("3C") (the "Acquisition"), a private US cloud-based, multichannel, customer engagement platform company with a leading position in Rich Communication Services ("RCS") in North America, on a debt-free cash-free basis for a total consideration of $53.2m (£42.8m) (the "Total Consideration").

The Total Consideration will be satisfied through $43.2m (£34.7m) in cash on completion (the "Initial Consideration") and $10.0m (£8.0m) through the issue of up to  2,567,256 new IMImobile ordinary shares of 10p each (the "Consideration Shares") which will be deferred for up to two years with founders and key employees subject to a further 12 month orderly market agreement thereafter.

IMImobile proposes to fund the Initial Consideration through the drawdown on new debt facilities and a proposed placing of up to 6,533,422 new ordinary shares of 10p each in the capital of the Company (the "Placing Shares"), representing approximately 9.7 per cent. of the existing issued share capital of the Company, at a price of 310p per share (the "Placing Price") to raise gross proceeds of up to $25.2m (£20.3m) (the "Placing").

The Placing Price represents a premium of approximately 0.3 per cent. to the closing mid-market price of 309p per ordinary share of 10p each in the capital of the Company ("Ordinary Share") on 23 July 2019, being the last practicable day prior to the publication of this Announcement.

The Acquisition and the Placing taken together are expected to be immediately earnings accretive, being marginally accretive in the current year ending 31 March 2020, with low double-digit earnings accretion in the year to 31 March 2021.

The Placing is being conducted by means of an accelerated bookbuild process ("ABB"), which will be launched immediately following this Announcement. Investec Bank plc ("Investec") and N+1 Singer Advisory LLP ("N+1 Singer") are acting as Joint Bookrunners (together the "Joint Bookrunners") in connection with the Placing. The Placing is not underwritten.

 

2.  Background to and reasons for the Acquisition and Placing

3C meets IMImobile's strict acquisition criteria and provides a rare opportunity to acquire a US business of scale which has direct relationships with US blue-chip enterprises and all major US carriers.

The Acquisition provides an opportunity for the Group to establish a global leadership position in deploying RCS solutions for large, consumer facing enterprises and mobile network operators. 3C has been a pioneer for RCS solutions. It deployed the first-ever interactive RCS campaigns in North America. Currently, 3C has live RCS services with large enterprises including Walgreens Company, Best Buy Co., Inc and Express as well as partnering with technology provider Automagi to enable RCS Business Messaging in Japan. The GSMA states that RCS has currently been launched by 76 operators worldwide and forecasts an additional 59 operator launches by Q1 2020 3C's extensive experience in this growing market, combined with IMImobile's own RCS investments provides a great opportunity for the wider Group to take a leadership role in RCS deployments globally.

The Acquisition builds on the Group's position in North America which is the largest addressable market for its cloud product set. 3C's entrenched relationships with their long-standing blue-chip enterprise clients provides a market position that is difficult to achieve organically and gives the Group significant confidence that this will provide a solid foundation for up-sell and cross-sell of IMImobile's cloud platform capability. There is also a considerable opportunity to leverage 3C's direct connectivity with US mobile operators to attract new customers. Significant cost synergies have also been identified in technology development and central management.

3C has a highly experienced management team which, following the Acquisition, will report to Bruce Bales, IMImobile's CEO, North America. 3C also has a US delivery unit which provides additional capabilities to the Group's North American region that IMImobile had previously anticipated they would need to hire externally. The founders and existing management team of 3C will remain with the Group following Acquisition and under IMImobile employment will be incentivised to receive a cash bonus of up to $2m subject to continuous employment over a two-year period post completion of the Acquisition and up to a maximum of a further self-generating $4m subject to a combination of stretching gross profit growth and EBITDA performance conditions over the same period.

3C is an attractive, immediately earnings accretive acquisition in the largest addressable market for the Group's cloud products and offers significant upside potential.

 

 

3.  Information on 3C

3C was founded in 2007 and headquartered in Florida, USA, is a cloud-based, multichannel, customer engagement platform. 3C has over 300 clients, the largest of which is a telecommunications provider, which has been a client for over 10 years. 3C's core service offering comprised of mobile marketing and messaging solutions and platforms used for RCS interactions.

Mobile marketing and messaging:

3C provides mobile marketing and messaging services to support enterprise clients and brands segmented between 25 strategic and 250 commercial clients. Key products in this segment include SMS, MMS, mobile wallet, mobile web and other bespoke solutions.  Examples of existing services that 3C powers include mobile notification such as enabling automated prescription refills, hotel confirmations reminders and mobile marketing and loyalty programme management.

Rich Communication Services:

RCS is the evolution of mobile messaging, increasing and improving the ways in which people and businesses communicate. It provides brands with the opportunity to increase their engagement with customers by making use of business messaging using chatbots and artificial intelligence (AI). User adoption is simple and straightforward. There is no longer a need to download multiple apps; instead, users gain direct access to a range of brands and services from within the messaging app itself, allowing them to engage with virtual assistants to book flights, buy clothes, make restaurant reservations and more.

3C's RCS Engagement Platform can be utilised as a Software-as-a-Service ("SaaS") platform to launch enterprise client/brand RCS interactive campaigns or deployed in a private cloud or on-premise by mobile operators and aggregators to support their own enterprise customers.  The platform's support for multiple Messaging-as-a-Platform ("MaaP") interfaces is ideal for multi-operator environments, most notably the recent launch with Automagi in Japan.

3C delivered the first RCS business messaging campaigns in North America in early 2018. 3C's RCS Engagement Platform simplifies the complexities involved in delivering richer, value-driving RCS experiences. 3C's platform has been deployed around the world. An embedded content management system allows for the creation and management of RCS templates for use within campaigns. Intelligent fall-back capabilities enable the platform to deliver either RCS or SMS communications during the period when consumer transition between SMS and RCS to ensure messages are delivered and displayed correctly, regardless of the consumer's mobile device.

3C also has a non-core legacy business, Inmate Technologies which supports communications into and from penal institutions across the US. This line of business is expected to decline to zero within the next two years.

In the year to 31 December 2018, the core business of 3C generated revenues of $24.2m and gross profit of $15.7m. Prior to the Acquisition the core business was forecast to be break-even at EBITDA level in the year to 31 December 2019.

In the year to 31 December 2018, 3C (including core and non-core services) delivered approximately seven percent revenue growth, generating revenues of $34.0m and EBITDA of $3.0m. 3C had a high cash-conversion rate of adjusted EBITDA in excess of 85% and gross assets of US$17.4m.

The Company is headquartered in Florida and has 110 employees and contractors. The existing management team have committed to remain with the business and have been incentivised for two years post completion of the acquisition.

 

4.  IMImobile's current trading

At the time of its full year results for the year ending 31 March 2019 as announced on 2 July 2019, IMImobile made the following statement;

 "The financial year has started well with trading in line with expectations. We continue to have good earnings visibility due to our established client relationships and healthy pipeline of new deployments and high proportion of recurring customer revenues. We are confident in delivering continued organic growth across all parts of the business."

The Board of IMImobile can also confirm that trading to the end of June 2019 has also been in line with management expectations and that the outlook for the year ending 31 March 2020 remains in line with expectations.

 

5.  Terms of the Acquisition

IMImobile has today conditionally agreed to acquire the entire issued and to be issued share capital of 3C on a debt-free cash-free basis for a Total Consideration of $53.2m (£42.8m). The Total Consideration will be satisfied through $43.2m (£34.7m) in cash on completion and $10.0m (£8.0m) through the issue of up to  2,567,256 Consideration Shares which will be deferred for up to two years with founders and key employees subject to a further 12 month orderly market agreement thereafter.

IMImobile proposes to fund the Initial Consideration through the drawdown on new debt facilities and a proposed placing of up to 6,533,422 Placing Shares, representing approximately 9.7 per cent. of the existing issued share capital of the Company, at a Placing Price of 310p per share to raise gross proceeds of up to $25.2m (£20.3m).

The Acquisition is being made by way of tender offer (the "Tender Offer") which is made pursuant the Merger Agreement.  The 3C board has unanimously recommended acceptance of the Tender Offer.  IMImobile has received undertakings to accept the Tender Offer from the holders of approximately 55 per cent. of the issued share capital of 3C (including all of its executive management).  The Tender Offer will remain open for at least 20 business days (being a day in which banks in both Florida and England are open for business other than weekends and public holidays).  Shares in 3C that are not purchased in the Tender Offer will be exchanged for the right to receive equivalent consideration in a merger ("Merger") that will be completed shortly after the closing of the Tender Offer.

IMImobile's obligation to accept shares in the Tender Offer is subject to certain conditions, including a minimum acceptance condition (which may be waived by IMImobile in certain circumstances). 

The Merger Agreement contains representations and warranties regarding 3C and its business.  The Consideration Shares will be held back to satisfy claims and will be released as to 50% thereof (other than to key management) on the first anniversary of closing of the Tender Offer and as to the balance (including to key management) on the second anniversary of closing of the Tender Offer.

 

6.  Details of the Placing

IMImobile is proposing to raise up to £20.3m (before expenses) through the issue of the Placing Shares at the Placing Price in order to part fund the Acquisition. The Placing Price represents a premium of approximately 0.3 per cent. to the closing mid-market price of 309p per ordinary share of 10p each in the capital of the Company on 23 July 2019, being the last practicable day prior to the publication of this Announcement. The Placing Shares will represent approximately 9.7 per cent. of the IMImobile's current share capital.

In order to effect the Placing, the Company intends to utilise the authorities granted to it at its Annual General Meeting held on 26 September 2018 which enable it to issue up to 6,533,422 new Ordinary Shares (representing approximately 10 per cent. of its issued share capital of the Company as at 3 September 2018 on a non- pre-emptive basis in connection with financing a transaction which the directors of the Company determine to be an acquisition or other specified capital investment of a kind contemplated by the 2015 Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group.

The Placing is not conditional upon completion of the Acquisition. If one or more conditions to the Acquisition are not satisfied and completion of the Acquisition does not occur, the Company will consider, in the best interests of shareholders as a whole, how best to use the net proceeds of the Placing. The Placing is being conducted subject to the terms and conditions set out in the Appendix.

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. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 26 July 2019 (or such date as may be agreed between the Company and the Joint Bookrunners). The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the placing agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms prior to Admission.

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the ABB and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

 

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in, or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state of other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state of other jurisdiction of the United States.

There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. 

Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons").  This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.  Persons needing advice should consult an independent financial adviser.

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

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by Investec or N+1 Singer, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed.  None of the information in this Announcement has been independently verified or approved by Investec or N+1 Singer any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Investec or N+1 Singer by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by either Investec or N+1 Singer or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.

Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement.  Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

N+1 Singer, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. N+1 Singer is not responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Investec and/or N+1 Singer that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company, Investec and N+1 Singer to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

In connection with the Placing, each of the Joint Bookrunners and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). The person responsible for arranging release of this information on behalf of the Company is Mike Jefferies.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners have only procured investors who meet the criteria of professional clients and eligible counterparties.

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

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

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS: WHO HAVE BEEN SELECTED BY THE RELEVANT BOOKRUNNER AND WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ANY IMPLEMENTING MEASURE IN SUCH MEMBER STATES, THE "PROSPECTUS REGULATION")) ("QUALIFIED INVESTORS"), (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; AND (II) ARE "QUALIFIED INVESTORS" (AS DEFINED IN IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, 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 SUCH JURISDICTION.  THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

For the purposes of this Appendix, "Relevant Bookrunner" means either of Investec or N+1 Singer.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (each such person whose participation is accepted by the Relevant Bookrunner in accordance with this Appendix being hereinafter referred to as a "Placee" and together, as the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

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

2.         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 Prospectus Regulation, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area ("EEA") or to which the Prospectus Regulation otherwise applies other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and/or

3.         (a) it is not in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.

The Company, Investec and N+1 Singer will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such securities or possession or distribution of this document or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful.  Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, 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 within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Furthermore, the Placing Shares have not been recommended by any US federal or state securities commission or regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or confirmed the accuracy or determined the adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The Placing Shares will not be lodged with or registered by the Australian Securities and Investments Commission and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placing Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan. The approval of the South African Exchange Control Authorities has not been, and will not be, obtained in relation to the Placing Shares. The Placing Shares may not therefore be offered, taken up, transferred or sold directly or indirectly in or into South Africa or to a resident of South Africa. The Placing Shares may not be offered, taken up, transferred or sold directly or indirectly in or into Canada or to a resident of Canada.

Any indication in this Announcement of the price at which Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.

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

 

Details of the Placing

The Joint Bookrunners have entered into the Placing Agreement with the Company under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Placing Price. 

The Placing Agreement contains customary undertakings and warranties given by the Company to the Joint Bookrunners including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing.

 

The Placing is conditional upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.  The Placing is not underwritten by the Joint Bookrunners.

 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Shares after the relevant date of issue of the Placing Shares.

The Company, subject to certain exceptions, has agreed not to offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offer or issue of any of its Shares or securities exchangeable or convertible into its Shares in the period of 180 days from the date of Admission without prior consultation with Investec and N+1 Singer.

 

Application for admission to trading

Application will be made to the London Stock Exchange for Admission. It is expected that settlement of the Placing Shares and Admission will become effective on or around 26 July 2019 and that dealings in the Placing Shares will commence at that time.

 

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

 

Participation in, and principal terms of, the Placing

1.         The Joint Bookrunners will arrange the Placing as agents for and on behalf of the Company.

2.         Investec, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement.  Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

3.         N+1 Singer, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. N+1 Singer is not responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

4.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. Investec, the Company and N+1 Singer will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.

5.         This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

6.         The Placing Price will be a fixed price of £3.10 (310 pence) per new Share.

7.         The final number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on an FCA-listed regulatory information service following the completion of the Bookbuild.

8.         To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 12 below. The Joint Bookrunners are arranging the Placing as agents of the Company.

9.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Joint Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and the Joint Bookrunners.

10.       The Bookbuild is expected to close by 24 July 2019, but may be closed earlier or later at the absolute discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.  The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.

11.       Each prospective Placee's allocation will be determined by the Joint Bookrunners in their sole discretion and if successful will be confirmed to it orally by Investec or N+1 Singer following the close of the Bookbuild and a contract note (a "Contract Note") will be despatched as soon as possible thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral confirmation to the Placee by the Relevant Bookrunner constitutes an irrevocable, legally binding contractual commitment in favour of the Company and the Joint Bookrunners (as agents for the Company) to subscribe for the number of Placing Shares allocated to it at the Placing Price and on the terms set out in this Appendix and in accordance with the Company's Articles of Association.

12.       Subject to paragraphs 8 and 10 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 8 and 10 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

13.       Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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.

14.       Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company and the Joint Bookrunners, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.

15.       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the times and on the basis explained below under "Registration and Settlement".

16.       All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

17.       By participating in the Bookbuild, 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.

18.       The Joint Bookrunners are 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 the Joint Bookrunners or for providing advice in relation to the matters described in this Announcement. To the fullest extent permissible by law, none of the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees, shall have any liability to Placees nor shall they owe any Placees fiduciary duties in respect of any claim they may have (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild and the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to the Placees for the failure of the Company to fulfil those obligations. 

 

Conditions of the Placing

The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

(a)       the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(b)       Admission taking place not later than 8.00 a.m. on 26 July 2019, or such later time and/or date, being no later than 8.00 a.m. on 26 August 2019, as the Company may agree with the Joint Bookrunners.

The Joint Bookrunners' obligations under the Placing Agreement are also conditional on:

(a)       the Merger Agreement and/or Tender Offer not having lapsed or been terminated; and

(b)       in the sole judgement of Investec or N+1 Singer (as the case may be), there not having occurred since the date of the Placing Agreement any adverse change in, or any development which is reasonably likely to involve a prospective adverse change in or affecting the condition (financial operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations or prospects of the Group as a whole whether or not arising in the ordinary course of business, which in each case is or may be material in the context of the Group as a whole ("Material Adverse Effect").

If (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by both of the Joint Bookrunners in writing by the time or date where specified (or such later time or date as the Company and the Joint Bookrunners may agree, not being later than 8.00 a.m. on 26 August 2019), or (ii) the Placing Agreement is terminated as described below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Each Joint Bookrunner may, in its absolute discretion, waive the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place, and the time by which this must occur, may not be waived and the period for compliance with such conditions may not be extended. Any such waiver will not affect Placees' commitments as set out in this Announcement.

None of Investec, N+1 Singer or the Company, nor any of their respective affiliates, agents, directors, officers or employees, 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec, N+1 Singer and the Company.

 

Right to terminate under the Placing Agreement

Investec and/or N+1 Singer is entitled in its absolute discretion, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a)       a material breach of the Merger Agreement or the Tender Offer by any party to it or any party to the Merger Agreement has terminated or rescinded the Merger Agreement;

(b)       in the sole judgement of Investec or N+1 Singer (as the case may be), if any warranty in the Placing Agreement would if repeated at any time up to Admission (by reference to the facts and circumstances then existing) be untrue or inaccurate in any material respect or misleading;

(c)       in the sole judgement of Investec or N+1 Singer (as the case may be), a breach by the Company of any of its obligations under the Placing Agreement;

(d)       in the sole judgement of Investec or N+1 Singer (as the case may be), there has occurred any Material Adverse Effect since the date of the Placing Agreement or there is a fact, circumstance or development reasonably likely to include a Material Adverse Effect; or

(e)       there has been a change in national or international monetary, political, financial, economic conditions; an incident of terrorism, outbreak or escalation of hostilities, war, or any other calamity or crisis; a disruption in trading of securities generally on any stock exchange; any change in currency exchange rates or foreign exchange controls or a material disruption of settlement or clearance services or commercial banking in the United States, Asia or in Europe, or any other adverse change (or prospective adverse change) regarding taxation affecting the Shares, in each case as would be likely in the sole judgement of Investec or N+1 Singer (as the case may be) to prejudice the success of the Placing, dealings in the Shares in the secondary market or which makes it, in the sole judgement of Investec or N+1 Singer (as the case may be), impractical to proceed with the Placing.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by either Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Joint Bookrunner, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise.  Placees will have no rights against Investec, N+1 Singer, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

 

No admission document or 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 an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below).  Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, the Joint Bookrunners, any of their respective affiliates, agents, directors, officers or employees, or any other person and neither the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BLBP4Y22) following Admission will take place within CREST provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a Contract Note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Relevant Bookrunner (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with the Relevant Bookrunner.

It is expected that settlement in respect of the Placing Shares will be on 26 July 2019 on a T+2 basis in accordance with the instructions set out in the Contract Note. 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' account and benefit (as agents for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify each Joint Bookrunner (as agents for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which each Joint Bookrunner lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that 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 UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Representations, warranties and further terms

By submitting a bid and/or participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and the Joint Bookrunners, namely that, each Placee (and any person acting on such Placee's behalf):

1.         represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise, other than the information contained in this Announcement, and undertakes not to redistribute or duplicate this Announcement or any part of it;

2.         acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Bookbuild or the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3.         acknowledges that the Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and similar statements published in preceding years and that the Placee is able to obtain or access such information or comparable information without undue difficulty;

4.         acknowledges that none of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Joint Bookrunners, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

5.         acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of the Joint Bookrunners, their respective affiliates, agents, directors, officers or employees, or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the Research Department of either Joint Bookrunner (the views of such Research Departments not representing and being independent from those of the Company and the Corporate Finance Departments of the Joint Bookrunners and not being attributable to the same)), and neither Joint Bookrunner, nor the Company, will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that the Joint Bookrunners, their affiliates, agents, directors, officers or employees or any other person acting on their behalf has or may have conducted;

6.         represents and warrants that it has neither received nor relied on any 'inside information' as defined in the Market Abuse Regulation ((Regulation 596/2014/EU) concerning the Company in accepting this invitation to participate in the Placing;

7.         acknowledges that the Joint Bookrunners do not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that the Joint Bookrunners are not acting for it or its clients and that the Joint Bookrunners will not be responsible for providing protections to it or its clients;

8.         acknowledges that none of the Joint Bookrunners, their respective affiliates, agents, directors, officers or employees, or any person acting on behalf of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.        neither of the Joint Bookrunners, their ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective affiliates, agents, directors, officers or employees shall be liable to Placees for any matter arising out of the Joint Bookrunners' roles as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which you may have in respect thereof;

10.       represents and warrants that it is not in the United States;

11.       acknowledges that the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and that the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States; therefore, it agrees that it will not offer, sell, pledge or otherwise transfer any Placing Shares in the United States unless and until the Placing Shares are registered under the US Securities Act (which it acknowledges the Company has no obligation to do) or unless the Placing Shares are offered, sold, pledged or transferred in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the laws of any state or other jurisdiction of the United States;

12.       represents and warrants that neither it, nor the beneficial owner if different of such Placing Shares, will be a resident of Canada, Australia, New Zealand, Japan or the Republic of South Africa;

13.       acknowledges and agrees that the relevant clearances have not been and will not be obtained from the securities commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities legislation of Australia, New Zealand, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

14.       represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

15.       represents and warrants that: (i) it is aware of and has complied with its obligations under the Criminal Justice Act 1993 and the Market Abuse Regulation (Regulation 596/2014/EU); (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof; and (iii) it is not a person: (a) with whom transactions are prohibited under the 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; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to each Joint Bookrunner such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in their sole discretion;

16.       if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents and warrants that the Placing Shares purchased 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 to, persons in a Member State of the European Economic Area or to which the Prospectus Regulation otherwise applies other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

17.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in 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 in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Regulation (including any relevant implementing measure in any member state);

18.       represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

19.       represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

20.       if in a Member State of the European Economic Area, unless otherwise specifically agreed with the Joint Bookrunners in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Regulation;

21.       if in the United Kingdom, represents and warrants that (A) it is a person (i) who has professional experience in matters relating to investments falling within Article 19(1) of Order; or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; and (B) it is a Qualified Investor as defined in section 86(7) of the FSMA or (C) to whom this Announcement may otherwise be lawfully communicated;

22.       represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

23.       where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by either of the Joint Bookrunners;

24.       if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements):

24.1      it acknowledges that the Target Market Assessment undertaken by the Joint Bookrunners does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

24.2      notwithstanding any Target Market Assessment undertaken by the Joint Bookrunners, it confirms that, other than where it is a providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that is has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market;

24.3      it acknowledges that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;

25.       it is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

26.       undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their sole discretion determine and without liability to such Placee and it will remain liable and will indemnify the Joint Bookrunners on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

27.       its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Bookrunners 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;

28.       acknowledges that none of the Joint Bookrunners, any of their affiliates, or any person acting on behalf of any of them, is making any recommendations to it, 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 treated for these purposes as a client of either Joint Bookrunner and that neither Joint Bookrunner has any duties or responsibilities to it for providing the protections afforded to their clients or customers 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;

29.       undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Joint Bookrunners, nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Relevant Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of the Joint Bookrunners who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

30.       acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or either Joint Bookrunner 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;

31.       acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

32.       agrees that the Company, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

33.       agrees to indemnify on an after-tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

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

35.       acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are 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 associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

36.       acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the Contract Note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

37.       acknowledges that the Joint Bookrunners, or any of their affiliates acting as an investor for their own account may take up shares in the Company and in that capacity may retain, purchase or sell for their own account such shares and may offer or sell such shares other than in connection with the Placing;

38.       represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

39.       to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to the Joint Bookrunners and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company or the Joint Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company or the Joint Bookrunners has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners, or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with either Joint Bookrunner 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 rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the 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 Bookrunner's money in accordance with the client money rules and will be used by the Relevant Bookrunner in the course of its own business and the Placee will rank only as a general creditor of the Relevant Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

 

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

'Act' means the Companies Act 2006, as amended from time to time;

'Admission' means the admission of all the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies;

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

'AIM Rules for Companies' means the provisions of the London Stock Exchange's AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies;

'Announcement' means this announcement (including the appendix to this announcement);

'Business Day' means any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday;

'Company' means IMImobile PLC;

'Contract Note' means the trade confirmation to be sent to each Placee stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Relevant Bookrunner (as agent for the Company) and settlement instructions;

'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);

'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;

'Directors' or 'Board' means the directors of the Company as at the date of this Announcement;

'FCA' means the Financial Conduct Authority of the United Kingdom;

'FSMA' means the Financial Services and Markets Act 2000 (as amended);

'Investec' means Investec Bank plc, registered in England and Wales with number 00489604, whose registered office is at 30 Gresham Street, London EC2V 7QP;

'Joint Bookrunners' means, together, Investec and N+1 Singer;

'London Stock Exchange' means London Stock Exchange plc;

'Merger Agreement' means the agreement and plan of merger dated 24 July 2019 between (1) the Company, (2) 3C Interactive Corp., (3) Orlando Merger Corporation and (4) the Holders' Representative (as defined therein) in relation to the Tender Offer;

'N+1 Singer' means NPlus1 Singer Advisory LLP, registered in England and Wales with number OC364131, whose registered office is One Bartholomew Lane, London EC2N 2AX;

'Placee' means the persons who are to subscribe for Placing Shares pursuant to the Placing;

'Placing' means the placing of the Placing Shares by the Joint Bookrunners, on behalf of the Company, with Placees pursuant to the Placing Agreement;

'Placing Agreement' means the placing agreement dated 24 July 2019 between the Company, Investec and N+1 Singer in respect of the Placing;

'Placing Price' means £3.10 (310p) per Placing Share;

'Placing Shares' means the up to 6,533,422 new Shares to be issued by the Company pursuant to the Placing;

'Prospectus Regulation' means Regulation (EU) 2017/1129;

'RCS' means Rich Communication Services; also see https://www.gsma.com/futurenetworks/rcs/

'Securities Act' means the US Securities Act of 1933, as amended;

'Shares' means the ordinary shares of £0.10 each in the capital of the Company;

'Tender Offer' means the exchange offer for the entire issued share capital of 3C Interactive Corp. on the terms set out in the Merger Agreement;

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

'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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