TIDMIMO
RNS Number : 4929G
IMImobile PLC
24 July 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX 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,
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PLEASE SEE THE IMPORTANT NOTICE AT THE 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 GBP20.3m
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 (GBP42.8m) (the "Total Consideration").
The Total Consideration will be satisfied through $43.2m
(GBP34.7m) in cash on completion (the "Initial Consideration") and
$10.0m (GBP8.0m) 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 (GBP15.0m) 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 (GBP20.3m) (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
(GBP20.3m).
-- 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 GBP1 = 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 IMImobile@newgatecomms.com
Fiona Norman
Tom Carnegie
Investec Bank plc - NOMAD, Joint Broker Tel: +44 (0)20 7597
& Joint Bookrunner 5970
Corporate Broking: Henry Reast / Tejas
Padalkar
Corporate Finance: Sebastian Lawrence
/ Andrew Pinder
N+1 Singer Advisory LLP - Joint Broker Tel: +44 (0)20 7496
& Joint Bookrunner 3000
Corporate Broking: Tom Salvesen
Corporate Finance: Justin McKeegan/
Iqra Amin
Proposed Acquisition of 3CInteractive Corp. and proposed ABB
placing to raise up to GBP20m
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 (GBP42.8m) (the "Total Consideration").
The Total Consideration will be satisfied through $43.2m
(GBP34.7m) in cash on completion (the "Initial Consideration") and
$10.0m (GBP8.0m) 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 (GBP20.3m) (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 (GBP42.8m). The
Total Consideration will be satisfied through $43.2m (GBP34.7m) in
cash on completion and $10.0m (GBP8.0m) 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
(GBP20.3m).
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 GBP20.3m (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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (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 APPIX) 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
AMED) (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 AMED; 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 APPIX, 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 APPIX, 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 APPIX, 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 AMED (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
ORORSED 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 GBP3.10 (310 pence) per new Share.
7. The nal 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 GBP3.10 (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 GBP0.10 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 rns@lseg.com or visit www.rns.com.
END
MSCXXLLLKDFZBBB
(END) Dow Jones Newswires
July 24, 2019 02:01 ET (06:01 GMT)
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