TIDMKOO
RNS Number : 8895E
Kooth PLC
04 July 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) (THE "ANNOUNCEMENT")
AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE. PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE PUBLIC OF IRELAND OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN KOOTH PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF KOOTH
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION
IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION.
4 July 2023
Kooth plc
("Kooth", the "Company" or the "Group")
Proposed placing to raise approximately GBP 10 million
Net proceeds to accelerate platform development and invest in US
growth, as part of its international expansion strategy
Further to the Company's announcement earlier this morning
relating to the $188m four-year contract in California with the
California Department of Health Care Services (the "Contract"),
Kooth (AIM: KOO), a global leader in youth digital mental
well-being, announces a proposed placing (the "Placing") to raise
gross proceeds of approximately GBP10 million through the issue of
new ordinary shares of 5 pence each (the "Placing Shares") at a
price of 300 pence per share (the "Placing Price"). The net
proceeds of the Placing will be used to accelerate its
international expansion strategy, including continued platform
development and investing in US growth.
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process"), which will be
launched immediately following release of this Announcement. The
Placing is subject to the terms and conditions set out in appendix
to this Announcement (the "Appendix"). Panmure Gordon (UK) Limited
("Panmure Gordon") and Stifel Nicolaus Europe Limited ("Stifel")
are acting as joint bookrunners in connection with the Placing (the
"Joint Bookrunners") and Panmure Gordon is acting as nominated
adviser to the Company.
Placing summary
-- Proposed Placing to raise gross proceeds of approximately GBP10 million
-- Certain of the directors of the Company (the "Directors" or
the "Board") intend to subscribe for at least 103,999 new ordinary
shares, in aggregate, at the Placing Price
-- Panmure Gordon and Stifel are acting as Joint Bookrunners in
connection with the Placing and Panmure Gordon is acting as
nominated adviser to the Company
-- The Joint Bookrunners will commence the Bookbuilding Process
immediately following the publication of this Announcement, in
accordance with the terms and conditions set out in set out in
Appendix
-- The Placing Price represents a premium of approximately 15
per cent. to the closing middle market price per Ordinary Share of
261 pence on 3 July 2023, being the last practicable trading day
prior to the release of this Announcement
-- It is expected that the Bookbuilding Process and allocation
of the Placing Shares thereunder will close no later than 08:30
a.m. today (but may be closed earlier or later at the Bookrunners'
discretion). Details of the results of the Placing will be
announced as soon as practicable after the close of the
Bookbuilding Process
-- The Placing is not conditional on a general meeting and uses
the Company's existing share authorities
Use of proceeds
The Company expects to deploy c.GBP5m of the net proceeds of the
Placing towards accelerating platform development and c.GBP4.5m
towards investing in US growth as part of the Group's growth
strategy. This includes:
-- developing a single platform for all US customers;
-- rolling out of new platform capabilities in the UK;
-- extending the platform for other international markets;
-- building teams and proof points to extend support to other US
States in addition to California and Pennsylvania;
-- piloting Kooth with Medicaid to support youth in low-income families; and
-- exploring opportunities to provide parent/guardian focused
support to the 0-12 year old age group.
Background to and reasons for the Placing
As initially announced on 16 March 2023, Kooth's Contract is
part of a $4.7 billion investment in youth behavioural health in
California. The Contract confirms Kooth's momentum in the US market
is in line with the Group's strategy to be a leader in youth
digital mental health care.
The net proceeds of the Placing will be used to accelerate
Kooth's international expansion strategy and capitalise on
opportunities in the US, UK and internationally.
Strategic opportunity and growth strategy
Kooth recognises an opportunity to support the provision of
youth mental health care in the US and has identified three
priorities in the US:
-- Partnering with other US States that are investing in
transforming youth mental health care . Kooth has established an
efficient sales model for state governments, and this is a large
and growing market.
-- Piloting Kooth with Medicaid managed care plan providers to
support youth in low-income families. The federal and state
governments spend over $30.2bn annually on Medicaid youth
behavioural health care. This presents an opportunity for Kooth to
extend partnerships on a state-by-state basis using existing
entitlements and budgets.
-- Supporting parents and carers for 0-12 year olds. This is an
expansion opportunity within all youth-focused contracts, enabling
Kooth to offer its mental health services to the 0-25 year old age
range in the US. 1 -in-6 children aged 2-8 years old in the US have
a mental, behavioural, or developmental disorder.
Over the next 18 months, the Group aims to develop and launch a
digital mental health platform for all existing and new US
customers. As previously noted, Kooth will be working with the
Department of Health Care Services and the youth of California in
connection with the Contract to extend Kooth's existing platform
with a mobile app. The platform will also be rolled out in the UK
to grow usage and engagement. The Group's long-term strategy
involves extending the platform to other international markets,
such as localisation and licensing to health care operators to run
Kooth in their country.
Details of the Placing
The Placing is subject to the terms and conditions set out in
Appendix to this Announcement.
The Company has today entered into a placing agreement with the
Joint Bookrunners in relation to the Placing (the "Placing
Agreement"). Pursuant to the terms of the Placing Agreement, the
Joint Bookrunners, as agents for the Company, have conditionally
agreed to use their reasonable endeavours to place the Placing
Shares with investors. The Joint Bookrunners will commence the
Bookbuilding Process in respect of the Placing immediately
following the publication of this Announcement. The number of
Placing Shares to be issued to Placees in connection with the
Placing will be determined by the Company and Joint Bookrunners
following the close of the Bookbuilding Process.
The book will open with immediate effect following this
Announcement. The timing of the closing of the Bookbuilding
Process, the number of Placing Shares and allocations are to be
agreed between the Joint Bookrunners and the Company. Details of
the number of Placing Shares taken up under the Placing will be
announced as soon as practicable after the close of the
Bookbuilding Process. The Placing is not being underwritten.
The Placing Agreement contains customary warranties from the
Company in favour of the Joint Bookrunners relating to the Group
and its business. In addition, the Company has agreed to indemnify
the Joint Bookrunners and their affiliates in relation to certain
liabilities they may incur in respect of the Placing. The Joint
Bookrunners can terminate the Placing Agreement at any time prior
to Admission in certain circumstances, including in the event of a
breach of the warranties given in the Placing Agreement, the
failure of the Company to comply with its obligations under the
Placing Agreement or, the occurrence of a force majeure event or a
material adverse change affecting the financial position or
business or prospects of the Company. If this right is exercised by
the Joint Bookrunners the Placing will not proceed.
Admission, settlement and CREST
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for the Placing Shares to be admitted to
trading on the AIM Market ("AIM") ("Admission"). The Placing
Shares, when issued, will be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of 5
pence each in the capital of the Company (the "Existing Ordinary
Shares"), including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after the
date of issue. It is expected that Admission will be effective and
trading in the Placing Shares will commence at 8.00 a.m. on 7 July
2023.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in Appendix to this
Announcement (which forms part of this Announcement).
Appendix sets out further information relating to the
Bookbuilding Process and the terms and conditions of the Placing.
Persons who choose to participate in the Placing, by making an
oral, electronic 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 Appendix.
For the purposes of UK MAR, the person responsible for arranging
the release of this announcement on behalf of the Company is Sanjay
Jawa (CFO). In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
Enquiries:
Kooth plc
Tim Barker, CEO investorrelations@kooth.com
Sanjay Jawa, CFO
Panmure Gordon, Nominated Adviser and
Joint Broker
Corporate Finance: Dominic Morley, James
Sinclair-Ford, Daphne Zhang
Corporate Broking: Rupert Dearden, James
Todd +44 (0) 20 7886 2500
Stifel Nicolaus Europe Limited, Joint
Broker
Ben Maddison, Nick Adams, Nicholas Harland,
Richard Short +44 (0) 20 7710 7600
FTI Consulting kooth@fticonsulting.com
Jamie Ricketts, Alex Shaw, Usama Ali
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, New Zealand,
the Republic of Ireland 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, New Zealand, the Republic
of Ireland 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 securities referred to in this Announcement have not been, and
will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or with any securities
regulatory authority of any state or jurisdiction of the United
States, or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, pledged, 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 each
case, in compliance with the securities laws of any state or other
jurisdiction of the United States.
There is no intention to register any portion of the Placing, or
any of the other securities referred to in this announcement, 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 Regulation (EU)
2017/1129 (the "EU Prospectus Regulation") and Prospectus
Regulation (EU 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), as
amended ("UK Prospectus Regulation") from the requirement to
produce a prospectus. 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.
Members of the public are not eligible to take part in the
Placing. This Announcement including the terms and conditions set
out in Appendix is for information purposes only and is directed
only at: (a) persons in Member States of the Economic European Area
who are qualified investors within the meaning of article 2(1)(e)
of the Prospectus Regulation ("Qualified Investors"); and (b) in
the United Kingdom, persons who are Qualified Investors as defined
in article (2)(e) of the UK Prospectus Regulation and 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 in
any EEA member state by persons who are not Qualified Investors or
by persons in the UK who are not Relevant Persons.
The distribution of this Announcement (including the Appendix)
and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
and/or the Joint Bookrunners 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 and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
African Reserve Bank or any other applicable body in the Republic
of South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan, New Zealand, the Republic of
Ireland or the Republic of South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan, New Zealand,
the Republic of Ireland or the Republic of South Africa or any
other jurisdiction outside the EEA and the United Kingdom.
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 to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
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 or
other assurance, express or implied, is or will be made by the
Joint Bookrunners, or by any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents 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 the Joint Bookrunners or any of their respective
partners, directors, officers, employees, advisers, consultants,
affiliates or agents. Save for any responsibilities or liabilities,
if any, imposed on the Joint Bookrunners by FSMA or by the
regulatory regime established under it, no responsibility or
liability is accepted by the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents 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.
Each of Panmure Gordon and Stifel, which are both authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom, are 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.
Neither the Joint Bookrunners nor any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents are responsible to anyone other than the Company for
providing the protections afforded to clients of the Joint
Bookrunners or for providing advice in connection with the contents
of this Announcement or for any other matters referred to
herein.
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 (including to meet the requirements of the AIM Rules,
MAR, the Prospectus Regulation Rules and/or FSMA), 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.
Statements contained in this Announcement regarding past trends or
activities should not be taken as representation that such trends
or activities will continue in the future. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
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 years would necessarily match or exceed the
historical published earnings per share of the Company. Any
indication in this Announcement of the price at which ordinary
shares have been bought or sold in the past cannot be relied upon
as a guide to future performance.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
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.
Information to Distributors (UK)
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) 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 defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible
for distribution through all permitted distribution channels (the
"UK 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 UK 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 UK 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 UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; 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.
Information to Distributors (EU)
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 "EU Target Market Assessment"). Notwithstanding the
EU 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 EU 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 EU Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU 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 INVITED PLACEES ONLY REGARDING THE
PLACING SHARES.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. THE
RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM
THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA,
NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE
AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE
MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND
WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY
OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION
TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR
WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR JAPAN. ACCORDINGLY, THE PLACING SHARES MAY
NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS
APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND,
JAPAN OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM. 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.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY OR PANMURE GORDON (UK) LIMITED OR STIFEL NICOLAUS
EUROPE LIMITED OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS,
CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN
OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING
TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED, OTHER THAN THE UK. PERSONS TO WHOSE ATTENTION
THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND
PANMURE GORDON (UK) LIMITED AND STIFEL NICOLAUS EUROPE LIMITED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
IN THE EEA THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS DIRECTED ONLY AT PERSONS (A) IN MEMBER STATES OF THE EEA WHO
ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS") OR (II) TO
WHOM IT IS OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT WITHOUT
ANY OBLIGATION TO PUBLISH A PROSPECTUS UNDER THE EU PROSPECTUS
REGULATION; AND (B) ARE OTHERWISE PERSONS TO WHOM IT MAY BE
LAWFULLY COMMUNICATED (TOGETHER "EU RELEVANT PERSONS").
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS
REGULATION ("UK QUALIFIED INVESTORS") OR (B) PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT WITHOUT ANY
OBLIGATION TO ISSUE A PROSPECTUS APPROVED BY THE FCA PURSUANT TO
THE UK PROSPECTUS REGULATION AND WHO: (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES
AND MARKET 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; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (TOGETHER "UK RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE
REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES 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.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPERTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN
THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES
AFTER THE DATE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY PANMURE GORDON (UK) LIMITED OR STIFEL NICOLAUS
EUROPE LIMITED OR ANY OF THEIR RESPECTIVE ADVISERS, AFFILIATES,
AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR
ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY OR
COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE,
ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
Solely for the purposes of the product governance requirements
contained within (a) EU Directive 2014/65/EU on markets in
financial instruments, as IT FORMS PART OF THE LAW OF ENGLAND AND
WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"euwa") AND AS MODIFIED BY OR UNDER DOMESTIC LAW ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, as IT FORMS PART OF THE LAW OF ENGLAND AND
WALES BY VIRTUE OF THE euwa AND AS MODIFIED BY OR UNDER DOMESTIC
LAW; and (c) local implementing measures, including but not limited
to the product governance requirements contained within the FCA
Handbook (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 such Placing
Shares are; (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in 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 (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, PANMURE
GORDON (UK) LIMITED OR STIFEL NICOLAUS EUROPE LIMITED as the JOINT
Bookrunners (defined below) will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability of 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.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
the Placing, each Placee will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares.
Details of the Placing Agreement and the Placing Shares
Panmure Gordon (UK) Limited ("Panmure Gordon") and Stifel
Nicolaus Europe Limited ("Stifel") as joint bookrunners (together
the "Joint Bookrunners" and each a " Joint Bookrunner") have
entered into the Placing Agreement with the Company pursuant to
which, on the terms and subject to the conditions set out in such
Placing Agreement, each of the Joint Bookrunners as agent for and
on behalf of the Company, has agreed to use their reasonable
endeavours to procure Placees for the Placing Shares at the Placing
Price. The Placing is not being underwritten by either of the Joint
Bookrunners.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of the Joint
Bookrunners. The Joint Bookrunners have absolute discretion as to
whether or not to bring an action against the Company for breach of
these undertakings, warranties and indemnities.
The Joint Bookrunners have the right to terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Application for Admission
Application will be made to the London Stock Exchange for
Admission.
It is expected that Admission will take place at 8.00 a.m. on 7
July 2023 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
Panmure Gordon is acting as joint broker and joint bookrunner to
the Placing, as agent for and on behalf of the Company. Panmure
Gordon is also acting as nominated adviser to the Company for the
purposes of the AIM Rules. Panmure Gordon is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to the customers of Panmure Gordon or for providing advice
in relation to the matters described in this Announcement. Panmure
Gordon's responsibilities as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director
or to any other person.
Stifel is acting as joint broker and joint bookrunner to the
Placing, as agent for and on behalf of the Company. Stifel is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Stifel or for providing
advice in relation to the matters described in this
Announcement.
The Joint Bookrunners are arranging the Placing severally (and
not jointly nor jointly and severally) as agents of the Company.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited by the Joint Bookrunners to
participate. Each of the Joint Bookrunners and any of their
respective affiliates are entitled to participate in the Placing as
principal.
The exact number of Placing Shares to be allocated and issued to
each Placee shall be determined by the Joint Bookrunners (in
consultation with the Company) following completion of the
Bookbuilding Process. The Joint Bookrunners will commence the
Bookbuilding Process today and it is expected to close no later
than 08:30 a.m. today but may be closed earlier or later at the
Joint Bookrunners' discretion.
The Joint Bookrunners may, in agreement with the Company, accept
bids that are received after the Bookbuilding Process has closed.
The number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuilding
Process. The Company reserves the right (upon agreement of the
Joint Bookrunners) to reduce or seek to increase the amount to be
raised pursuant to the Placing in its discretion.
To bid in the Bookbuilding Process, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at either of the Joint Bookrunners. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. The Joint
Bookrunners reserve the right not to accept bids or to accept bids
in part rather than in whole. The acceptance of the bids shall be
at the Joint Bookrunners' absolute discretion, subject to agreement
with the Company.
Each Placee's allocation of Placing Shares will be communicated
orally or by email by the relevant Joint Bookrunner to the relevant
Placee. That oral or email confirmation will give rise to an
irrevocable, legally binding commitment by such Placee, in favour
of the Joint Bookrunners and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it at the Placing
Price and otherwise on the terms and subject to the conditions set
out in this Appendix and in accordance with the Company's articles
of association. Except with the relevant Joint Bookrunner's
consent, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such
oral confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
contract note or form of confirmation issued to such Placee by the
relevant Joint Bookrunner. The contract note or form of
confirmation will set out the number of Placing Shares allocated,
the Placing Price and the aggregate amount owed by such Placee to
the relevant Joint Bookrunner. The terms of this Appendix will be
deemed incorporated in that contract note or form of
confirmation.
An offer to acquire Placing Shares which has been communicated
by a prospective Placee to either of the Joint Bookrunners which
has not been withdrawn or revoked prior to publication of this
Announcement shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement without
the consent of the relevant Joint Bookrunner.
T he Placing Price shall be payable to the Joint Bookrunners by
all Placees.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner (as agent
for the Company), to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
All obligations of the Joint Bookrunners under the Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement will not be capable of rescission or termination
by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) Panmure Gordon, (b) any of Panmure Gordon's
affiliates, agents, directors, officers, employees or consultants,
(c) to the extent not contained within (a) or (b), any person
connected with Panmure Gordon as defined in the FSMA ((b) and (c)
being together "affiliates" and individually an "affiliate" of
Panmure Gordon or (d) any person acting on Panmure Gordon's behalf;
(e) Stifel, (f) any of Stifel's affiliates, agents, directors,
officers, consultants (g) to the extent not contained within (e) or
(f), any person connected with Stifel as defined in FSMA ((e) and
(f) being together "affiliates" and individually an "affiliate" of
Stifel) shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Placee or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither of the Joint Bookrunners nor any of their
respective affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of
their conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Bookrunners and the Company may
agree.
Registration and Settlement
Each Placee which has been allocated Placing Shares in the
Placing will be sent a contract note or form of confirmation by the
relevant Joint Bookrunner stating, inter alia, the number of
Placing Shares allocated to it, the Placing Price, the aggregate
amount owed by them to the relevant Joint Bookrunner.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BMCZLK30) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be with respect
to the Placing Shares on a T+3 basis unless otherwise notified by
the Joint Bookrunners and is expected to occur at (i) 8.00 a.m. on
7 July 2023 in respect of the Placing Shares.
In accordance with the contract note or form of confirmation,
settlement will be on a delivery versus payment basis.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and each of the Joint Bookrunners may agree
that the Placing Shares should be issued in certificated form.
Each of the Joint Bookrunners reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above the prevailing base rate of
Barclays Bank plc 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
their Placing Shares on their behalf and retain from the proceeds,
for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the form
of confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of each of the Joint Bookrunners under the
Placing Agreement are, and the Placing is, conditional upon, inter
alia:
1. none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue or
inaccurate in any material respect or misleading at any time before
Admission and no fact or circumstance having arisen which would
constitute a breach of any such warranties in any material respect
when repeated at Admission;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission; and
3. Admission occurring not later than 8.00 a.m. on 7 July 2023.
(all conditions to the obligations of each of the Joint
Bookrunners included in the Placing Agreement being together, the
"Conditions").
If any of the conditions set out in the Placing Agreement
relating to the Placing Shares are not fulfilled or, where
permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and the Joint Bookrunners may agree), or the Placing
Agreement is terminated in accordance with the circumstances
described under "Termination of the Placing" below, the Placing
will lapse and the Placee's rights and obligations shall cease and
terminate at such time, all monies received from a Placee pursuant
to the Placing shall be returned to such Placee without interest,
at the risk of the relevant Placee and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
Certain Conditions may be waived in whole or in part by the
Joint Bookrunners, jointly in their absolute discretion and the
Joint Bookrunners may also agree in writing with the Company to
extend the time for satisfaction of any condition. Any such
extension or waiver will not affect the Placees' commitments as set
out in this Appendix.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
None of the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, consultants, directors, employees or
officers shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition to the Placing nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
the Joint Bookrunners. Placees will have no rights against the
Joint Bookrunners, the Company, their affiliates or any of their
respective officers, directors, consultants or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999.
Termination of the Placing
Either of the Joint Bookrunners may terminate its obligation
under the Placing Agreement, in accordance with its terms, at any
time prior to Admission if, inter alia:
1. it comes to the notice of a Joint Bookrunner that any
statement contained in this Announcement or any presentation given
in connection with the Placing, is or has become untrue or
incorrect in any material respect or misleading in any respect or
there is a mistake in this Announcement or any presentation issued
by or on behalf of the Company or that matters have arisen which
constitute a significant new factor or would, if the Placing were
made at that time, constitute an omission from the terms of this
Announcement or any documentation or announcement issued or
published on behalf of the Company in connection with the Placing,
or there arises any new factor, mistake or inaccuracy relating to
the information in this Announcement or any other document or
announcement issued by or on behalf of the Company in connection
with the Placing;
2. it comes to the knowledge of the Joint Bookrunners that any
of the warranties in the Placing Agreement was untrue, inaccurate
or misleading when made or that any of the warranties in the
Placing Agreement would be untrue, inaccurate or misleading (in
each case in any material respect by reference to the facts and
circumstances from time to time) when repeated at Admission or a
matter has arisen which gives rise to a claim under any of the
indemnities in the Placing Agreement; or
3. there has occurred any change in national or international
financial, market, industrial, economic or political conditions or
any currency exchange rates or controls, in any such case, in the
opinion of either of the Joint Bookrunners is of the opinion in its
absolute discretion that such event is prejudicial to the outcome
of the Placing and that it is, as a result of such matter,
inappropriate to proceed with the Placing.
If the Placing Agreement is terminated in accordance with its
terms to the extent that Admission does not occur, the rights and
obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time, all
monies received from a Placee pursuant to the Placing shall be
returned to such Placee without interest, at the risk of the
relevant Placee and each Placee agrees that no claim can be made by
or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof.
In the event of Stifel seeking to terminate the Placing
Agreement, Panmure Gordon may elect to proceed with the Placing and
the Placing Agreement will not terminate in such circumstances.
Appropriate announcements will be made in such circumstances.
By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company,
or either of the Joint Bookrunners, of any right of termination or
any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Joint
Bookrunners and that neither the Company nor the Joint Bookrunners
need make any reference to such Placee and that neither of the
Joint Bookrunners, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise. Placees will have no rights against the Joint
Bookrunners, the Company, their affiliates or any of their
respective officers, directors, consultants or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties Act) 1999.
No prospectus
No prospectus has been or will be submitted to be approved by
either (i) the FCA (in relation to the United Kingdom and the UK
Prospectus Regulation) or (ii) any competent authority of any
Relevant Member State (in relation to the EEA and the EU Prospectus
Regulation), in relation to the Placing or the Placing Shares and
no such prospectus is required on the basis that all offers of
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under either the UK Prospectus
Regulation or the EU Prospectus Regulation (as applicable).
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any
further terms set forth in the contract note or form of
confirmation to be sent to individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, and warrants with each of the Joint Bookrunners (for
themselves and as agents on behalf of the Company) that (save where
the Joint Bookrunners expressly agree in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained in this Appendix;
2. it is a Relevant Person and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business;
3. in the case of an EU Relevant Person in a Relevant Member
State or a UK Relevant Person who acquires any Placing Shares
pursuant to the Placing:
a. it is an EU Qualified Investor or a UK Qualified Investor (as applicable); and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the EU Prospectus Regulation and Regulation 5(1) of the UK
Prospectus Regulation:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale in circumstances where either the EU
Prospectus Regulation or the UK Prospectus Regulation applies to,
persons in any Relevant Member State or in the UK other than EU
Qualified Investors or UK Qualified Investors or in circumstances
in which the prior consent of the Joint Bookrunners has not 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 or in the UK other than EU
Qualified Investors or UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation as having been made to
such persons;
4. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, the Republic of Ireland, the Republic of South
Africa or Japan, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Canada, or
the Republic of Ireland, the Republic of South Africa or Japan and
may not be offered, sold or acquired, directly or indirectly,
within those jurisdictions;
5. it acknowledges that no action has been or will be taken by
any of the Company, the Joint Bookrunners or any person acting on
their behalf that would, or is intended to, permit a public offer
of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is required. In
addition, the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States (or any state or other jurisdiction of the United
States) Australia, Canada, or the Republic of Ireland, the Republic
of South Africa or Japan and, subject to certain exceptions, may
not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within the United States,
Australia, Canada, the Republic of Ireland, the Republic of South
Africa, Japan or in any country or jurisdiction where any such
action for that purpose is required;
6. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
7. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; (iii) has the capacity
and has obtained all requisite authorities and consents (including,
without limitation, in the case of a person acting on behalf of a
Placee, all requisite authorities and consents to agree to the
terms set out or referred to in this Appendix) under those laws or
otherwise and has complied with all necessary formalities to enable
it to enter into the transactions and make the acknowledgements,
agreements, indemnities, representations, undertakings and
warranties contemplated hereby and to perform and honour its
obligations in relation thereto on its own behalf (and in the case
of a person acting on behalf of a Placee on behalf of that Placee);
(iv) does so agree to the terms set out in this Appendix and does
so make the acknowledgements, agreements, indemnities,
representations, undertakings and warranties contained in this
Announcement on its own behalf (and in the case of a person acting
on behalf of a Placee on behalf of that Placee); and (v) is and
will remain liable to the Company and each of the Joint Bookrunners
for the performance of all its obligations as a Placee of the
Placing (whether or not it is acting on behalf of another
person);
8. it is acquiring the Placing Shares for its own account or if
it is acquiring the Placing Shares on behalf of another person it
confirms that it exercises sole investment discretion in relation
to such other person's affairs and, in particular, if it is a
pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
9. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
10. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the UK Prospectus
Regulation or the EU Prospectus Regulation; and (ii) has been or
will be prepared in connection with the Placing;
11. it and the person(s), if any, for whose account or benefit
it is subscribing for the Placing Shares is not subscribing for
and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S of the US Securities
Act;
12. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
13. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that the Joint Bookrunners or any
person acting on either of the Joint Bookrunner's behalf may have
conducted with respect to the Company, the Placing or the Placing
Shares; or (ii) any other information given or any other
representations, statements or warranties made at any time by any
person in connection with Admission, the Company, the Placing, the
Placing Shares or otherwise;
14. neither the Joint Bookrunners, the Company, their affiliates
nor any of their respective agents, consultants, directors,
employees, officers or any person acting on behalf of any of them
has provided, nor will provide, it with any material regarding the
Placing Shares or the Company or any other person in addition to
the information in this Announcement; nor has it requested either
of the Joint Bookrunners, the Company, any of their respective
affiliates, agents, consultants, employees, directors or officers
or any person acting on behalf of any of them to provide it with
any such information;
15. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither of the Joint
Bookrunners, nor any of their respective affiliates, agents,
consultants, employees, directors or officers nor any persons
acting on behalf of any of them are responsible for or has or shall
have any liability for any information, representation, warranty or
statement, written or oral relating to the Company and either
contained in this Announcement or previously or concurrently
published by or on behalf of the Company. Neither of the Joint
Bookrunners will be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Exchange
Information or otherwise. Neither of the Joint Bookrunners, the
Company, nor any of their respective affiliates, agents,
consultants, directors, employees or officers has made any
representation or warranty to the Placee, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement or the Exchange Information. Nothing in this Appendix
shall exclude any liability of any person for fraudulent
misrepresentation;
16. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement. It has satisfied itself
that such information is still current and is all that it deems
necessary to make an investment decision in respect of the Placing
Shares;
17. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to the relevant Joint
Bookrunner for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times
and dates set out in this Announcement or the relevant contract
note or form of confirmation, failing which the relevant Placing
Shares may be placed with others on such terms as the Joint
Bookrunners may, in their absolute discretion determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
18. it, or the person specified by it for registration as a
holder of the Placing Shares will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and each of the
Joint Bookrunners in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of either
of the Joint Bookrunners who will hold them as nominee on behalf of
such Placee (or the person specified by it for registration as
holder of the Placing Shares) until settlement with it in
accordance with its standing settlement instructions;
19. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax
at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the
Placing Shares, is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment,
issue or delivery of Placing Shares would give rise to such a
liability;
20. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that neither of the Joint Bookrunners has approved this
Announcement in its capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
21. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
22. neither of the Joint Bookrunners, the Company, any of their
respective affiliates, agents, consultants, directors, employees or
officers or any person acting on behalf of any of them are making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
nor providing advice in relation to the Placing nor in respect of
any acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of each of the Joint Bookrunners'
rights and obligations thereunder, including any rights to waive or
vary any conditions or exercise any termination right. Its
participation in the Placing is on the basis that it is not and
will not be a client of either of the Joint Bookrunners and no
Joint Bookrunner has any duties or responsibilities to it for
providing the protections afforded to its clients or customers
under the rules of the FCA, and any payment by it will not be
treated as client money governed by the rules of the FCA;
23. neither it nor, as the case may be, its clients expect the
Joint Bookrunners to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that neither of the Joint Bookrunners are acting for it or its
clients, and that neither of the Joint Bookrunners will be
responsible for providing the protections afforded to customers of
the Joint Bookrunners or for providing advice in respect of the
transactions described herein;
24. any money held in an account with either of the Joint
Bookrunners (or a nominee of a Joint Bookrunner) on its behalf
and/or any person acting on its behalf will not be treated as
client money within the meaning of the rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be
subject to the protections conferred by the FCA's client money
rules. As a consequence, this money will not be segregated from the
Joint Bookrunner's (or its nominee's) money in accordance with such
client money rules and will be used by the Joint Bookrunner in the
course of its own business and each Placee will rank only as a
general creditor of the Joint Bookrunner;
25. the Joint Bookrunners and each of their respective
affiliates, each acting as an investor for its or their own
account(s), may, in accordance with applicable legal and regulatory
provisions, bid or subscribe for and/or purchase Placing Shares
and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, the Joint Bookrunners and/or any of their respective
affiliates, acting as an investor for its or their own account(s).
Neither the Joint Bookrunners, nor the Company intends to disclose
the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
26. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or in any
Relevant Member State prior to the expiry of a period of six months
from Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purpose of their business or
otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom for the
purposes of section 85(1) of FSMA or an offer to the public (within
the meaning of the EU Prospectus Regulation) in any Relevant Member
State;
27. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006, the Anti Terrorism Crime and Security Act
2001 and the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended)
(together, the "AML 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 AML Regulations;
28. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
29. it is not a person: (1) 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; (2) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (3) subject to financial sanctions imposed pursuant to
a regulation of the EU 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 the Joint Bookrunners or the Company such
evidence, if any, as to the identity or location or legal status of
any person (including in relation to the beneficial ownership of
any underlying investor) which the Joint Bookrunners or the Company
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 or any other information as may be required to comply
with legal or regulatory requirements) in the form and manner
requested by the Joint Bookrunners or the Company 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 and the Company may decide at their sole
discretion;
30. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
31. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
32. as far as it is aware, it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with
any other person in relation to the Company;
33. in order to ensure compliance with the AML Regulations, the
Joint Bookrunners (each for themselves and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the Joint Bookrunners or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Joint
Bookrunners' absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the Joint Bookrunners' or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identity the Joint Bookrunners (each
for themselves and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, the Joint Bookrunners and/or the Company may, at their
absolute discretion, terminate their commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
34. it acknowledges that:
a. the information that a prospective placee provides in
documents in relation to the Placing or subsequently by whatever
means which relates to the prospective placee (if they are an
individual) or a third party individual ("Personal Data") will be
held and processed by the Company (and any third party to whom it
may delegate certain administrative functions in relation to the
Company) in compliance with the relevant data protection
legislation and regulatory requirements of the United Kingdom. Such
information will be held and processed by the Company (or any third
party, functionary or agent appointed by the Company) for the
following purposes:
i. verifying the identity of the prospective placee to comply
with statutory and regulatory requirements in relation to
anti-money laundering procedures;
ii. contacting the prospective placee with information about
products and services, or its affiliates, which may be of interest
to the prospective placee;
iii. carrying out the business of the Company and the
administering of interests in the Company;
iv. meeting with the legal, regulatory, reporting and/or
financial obligations of the Company in England and Wales (and
elsewhere as required); and
v. disclosing Personal Data to other functionaries of, or
advisers to, the Company to operate and/or administer the Company's
business;
b. where appropriate it may be necessary for the Company (or any
third party, functionary or agent appointed by the Company) to:
i. disclose Personal Data to third party service providers,
agents or functionaries appointed by the Company to provide
services to prospective placees; and
ii. transfer Personal Data outside the United Kingdom into
countries or territories which do not offer the same level of
protection for the rights and freedoms of prospective placees as
the United Kingdom.
If the Company (or any third party, functionary or agent
appointed by a member of the Company) discloses Personal Data to
such a third party, agent and/or functionary and/or makes such a
transfer of Personal Data, it will use reasonable endeavours to
ensure that any third party, agent or functionary to whom the
relevant Personal Data are disclosed or transferred is
contractually bound to provide an adequate level of protection in
respect of such Personal Data; and
c. in providing such Personal Data, prospective placees will be
deemed to have agreed to the processing of such Personal Data in
the manner described above. Prospective placees are responsible for
informing any third party individual to whom the Personal Data
relates of the disclosure and use of such data in accordance with
these provisions;
35. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note or form of confirmation will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Bookrunners' conduct of the Placing;
36. it 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 is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
37. it irrevocably appoints any duly authorised officer of any
of the Joint Bookrunners as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this Announcement;
38. the Company, the Joint Bookrunners and others (including
each of their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Joint Bookrunners, each on their own behalf and on
behalf of the Company and are irrevocable, and agree that if any of
the representations and agreements deemed to have been made by it
by its subscription for, or purchase of, Placing Shares, are no
longer accurate, it shall promptly notify the Company and the Joint
Bookrunners;
39. time is of the essence as regards its obligations under this
Appendix;
40. these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersedes any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and publicly available information that has
previously been announced by the Company, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares. Each Placee agrees that neither the
Company, the Joint Bookrunners, their affiliates nor any their
agents, consultants, directors, employees, officers or any person
acting on behalf of any of them nor any of their respective
officers, directors, employees, consultants or agents will have any
liability for any such other information, representation or
warranty, express or implied;
41. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners; and
42. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter 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 the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of their respective
affiliates, agents, consultants, directors, employees and officers
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 any of the acknowledgements, agreements,
representations, undertakings and warranties given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by any Joint Bookrunner, the Company or any of their
respective affiliates, agents, consultants, directors, employees or
officers arising from the performance of the Placee's obligations
as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive completion of the
Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Joint Bookrunners shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Joint Bookrunners accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that either the Company and/or the
Joint Bookrunners have incurred any such liability to such taxes or
duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to each Joint
Bookrunner for itself and as agent on behalf of the Company and are
irrevocable and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any acknowledgements,
agreements, indemnities, representations, undertakings or
warranties in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
the relevant 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 relevant rules and regulations of
the FCA made under FSMA. Each 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 Joint Bookrunner's money (as applicable) in
accordance with the client money rules and will be held by it under
a Bookrunning relationship and not as trustee.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
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 price of Placing Shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the Placing Shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" means the admission of the Placing Shares to trading
on AIM;
"AIM" means AIM, the market of that name operated by the London
Stock Exchange;
"AIM Rules" means the AIM Rules for Companies, incorporating
guidance notes, published by the London Stock Exchange as at the
date of this Announcement;
"Announcement" means this announcement including, but not
limited to, the Appendix and the information contained therein;
"Appendix" means the appendix to this Announcement;
"Bookbuilding Process" means the book building process
undertaken by the Joint Bookrunners to determine demand for
participation in the Placing;
"Company" means Kooth plc;
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market as may be
amended from time to time;
"EU Qualified Investors" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Qualified Investor" is the singular version of that term);
"EU Relevant Persons" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Relevant Person" is the singular version of that term);
"EUWA" means the European Union (Withdrawal) Act 2018;
"Exchange Information" has the meaning set out in warranty 11 of
the Appendix;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended from time to time);
"Joint Bookrunner s" has the meaning set out in the section of
the Appendix headed "Details of the Placing Agreement and the
Placing Shares";
"London Stock Exchange" means London Stock Exchange plc;
"Ordinary Shares" means the ordinary shares of 5 pence each in
the capital of the Company;
"Panmure Gordon" means Panmure Gordon (UK) Limited;
"Placee" means a person who is invited to and chooses to
participate in the Placing by making or accepting an offer to
acquire Placing Shares;
"Placing" means the placing of the Placing Shares at the Placing
Price by the Joint Bookrunners pursuant to the terms of the Placing
Agreement;
"Placing Agreement" means the agreement dated 4 July 2023 and
entered into between both of the Joint Bookrunners and the
Company;
"Placing Price" means 300 pence per Placing Share;
"Placing Shares" means the new Ordinary Shares that the Company
will conditionally allot pursuant to the Placing and which are to
be admitted to trading on AIM at Admission;
"Regulatory Information Service" has the meaning given to it in
the AIM Rules;
"Relevant Member State" means a member state of the EEA which
has implemented the EU Prospectus Regulation;
"Relevant Persons" means UK Relevant Persons and EU Relevant
Persons;
"Stifel" means Stifel Nicolaus Europe Limited;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"UK MAR" means the Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 as it forms part of
the law of England and Wales by virtue of section 3 of the EUWA and
as modified by or under the EUWA or other domestic law;
"UK Qualified Investors" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Qualified Investor" is the singular version of that term);
"UK Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, as it forms
part of the law of England and Wales by virtue of section 3 of the
EUWA and as modified by or under the EUWA or other domestic law and
as may be amended from time to time;
"UK Relevant Persons" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Relevant Person" is the singular version of that term);
"US" means the United States of America; and
"US Securities Act" means the US Securities Act of 1933, as
amended from time to time.
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.
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END
IOEEAKXLEEEDEEA
(END) Dow Jones Newswires
July 04, 2023 02:01 ET (06:01 GMT)
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