TIDMNSCI
RNS Number : 4039B
NetScientific PLC
10 June 2021
THE INFORMATION IN THIS ANNOUNCEMENT, WHICH INCLUDES CERTAIN
INFORMATION DRAWN FROM PUBLIC SOURCES, DOES NOT PURPORT TO BE
COMPREHENSIVE AND HAS NOT BEEN INDEPENTLY VERIFIED. THIS
ANNOUNCEMENT CONTAINS STATEMENTS THAT ARE, OR MAY BE DEEMED,
FORWARD-LOOKING STATEMENTS, WHICH RELATE, INTER ALIA, TO THE
COMPANY'S PROPOSED STRATEGY, PLANS AND OBJECTIVES. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE CONTROL OF THE
COMPANY (INCLUDING BUT NOT LIMITED TO FUTURE MARKET CONDITIONS,
LEGISLATIVE AND REGULATORY CHANGES, THE ACTIONS OF GOVERNMENTAL
REGULATORS AND CHANGES IN THE POLITICAL, SOCIAL OR ECONOMIC
FRAMEWORK IN WHICH THE COMPANY OPERATES) THAT COULD CAUSE THE
ACTUAL PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY
DIFFERENT FROM SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS,
UNCERTAINTIES, OUTCOMES AND ASSUMPTIONS WHICH ARE DIFFICULT TO
PREDICT, QUALIFY AND/OR QUANTIFY WHICH INCLUDE, WITHOUT LIMITATION,
THE FORM AND TIMING OF THE GLOBAL ECONOMIC RECOVERY FOLLOWING THE
COVID-19 PANDEMIC. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON
NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE
STRATEGIES. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY DISCLAIMS ANY
OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS
TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY
NEW INFORMATION AND/OR CHANGE IN EVENTS, CONDITIONS, AND/OR
CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED, UNLESS
REQUIRED TO DO SO BY LAW, THE AIM RULES OR ANY APPROPRIATE
REGULATORY AUTHORITY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT
WHATSOEVER IN ANY OF THOSE JURISDICTIONS. ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAW OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN OR
INTO THE UNITED STATES. THE NEW ORDINARY SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, DELIVERED OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE COMPANY DOES NOT INT TO REGISTER ANY PORTION OF THE
FUNDRAISING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF
SECURITIES IN THE UNITED STATES.
WH IRELAND LIMITED ("WH IRELAND"), WHICH IS AUTHORISED AND
REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY,
IS ACTING FOR THE COMPANY AND FOR NO-ONE ELSE IN CONNECTION WITH
THE FUNDRAISING, AND WH IRELAND WILL NOT BE RESPONSIBLE TO ANYONE
OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO
ITS CUSTOMERS OR FOR PROVIDING ADVICE TO ANY OTHER PERSON IN
RELATION TO THE FUNDRAISING OR ANY OTHER MATTER REFERRED TO
HEREIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED.
NetScientific PLC
("NetScientific" or the "Company")
Proposed Placing of new ordinary shares to raise approximately
GBP7.0 million
NetScientific PLC, the life sciences and sustainability
technology investment and commercialisation group, is pleased to
announce that the Company is carrying out an equity fundraising to
raise approximately GBP7.0 million (the "Placing"), before
expenses, via the issue of an aggregate of approximately 5,384,615
new Ordinary Shares ("Placing Shares") at a price of 130 pence per
share (the "Placing Price") (the "Fundraising").
WH Ireland Limited ("WH Ireland") is acting as broker in
relation to the Fundraising. The Company expects to issue the
Placing Shares via a conditional placing (the "Placing"). A placing
agreement has been entered into today between the Company and WH
Ireland in connection with the Placing (the "Placing
Agreement").
The Fundraising is subject, inter alia, to shareholder approval,
and a General Meeting is expected to be convened for 10.00 a.m. on
28 June 2021. The Placing is being conducted, subject to the
satisfaction of certain conditions referred to in the Appendix to
this Announcement, through an accelerated book-build process (the
"Bookbuild"), which will be launched immediately following this
Announcement.
Fundraising Highlights
-- Proposed Fundraising of approximately GBP7.0 million before
expenses at a price of 130 pence per share by way of a Placing.
-- The Placing is being conducted through an accelerated
book-build process, which will open with immediate effect following
this Announcement.
-- The Placing Shares, assuming full take-up, will represent
approximately 26.4 per cent. of the Company's enlarged issued share
capital.
-- The final number of Placing Shares will be agreed by WH
Ireland and the Company at the close of the Bookbuild, and the
result of the Placing will be announced as soon as practicable
thereafter.
-- The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of WH Ireland, in
consultation with the Company. The Placing is not underwritten.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
-- The issue of the Placing Shares is subject to, inter alia,
the passing of the Resolutions at the General Meeting.
-- Due to the unpredictability of the UK Government guidance and
continuing potential health risks posed by COVID-19, it appears to
the Directors that significant restrictions on personal movement
may still be in place on the date of the General Meeting.
Accordingly, the Company will hold the General Meeting with the
minimum attendance required to form a quorum and the Directors
strongly encourage all Shareholders to vote on the Resolutions by
proxy or online. Any Shareholders seeking to attend the General
Meeting in person will be refused entry.
Enquiries:
NetScientific PLC Dr Ilian Iliev Via Walbrook PR
WH Ireland Limited Corporate Finance: Tel: +44 (0) 207 220
Chris Fielding 1666
Darshan Patel
Sales / Corporate
Broking:
Jasper Berry
Hayley Mullens
David Kilbourn
Walbrook PR Nick Rome / Nicholas Tel: 07748 325 236 /
Johnson / Paul McManus 07884 664 686 / 07980
541 893
Additional Information
The Fundraising
The Company is carrying out the Fundraising to raise
approximately GBP7.0 million, before expenses, via a conditional
placing of approximately 5,384,615 Placing Shares at the Placing
Price of 130 pence per share.
The Placing Price represents a discount of approximately 10.3
per cent to the closing mid-market price of the Company's Ordinary
Shares of 145 pence on 9 June 2021 (being the last business day
prior to this Announcement).
The Placing Shares, assuming full take-up pursuant to the
Placing, will represent approximately 26.4 per cent. of the
Company's enlarged issued share capital.
WH Ireland is acting as agent for the Company and has agreed to
use its reasonable endeavours to place approximately 5,384,615
Placing Shares at the Placing Price with new and existing
investors. The final number of Placing Shares will be agreed by WH
Ireland and the Company at the close of the Bookbuild and the
result will be announced as soon as practicable thereafter. The
timing for the close of the Bookbuild and allocation of the Placing
Shares shall be at the discretion of WH Ireland, in consultation
with the Company. The Placing is not underwritten. The Appendix to
this Announcement (which forms part of this Announcement) contains
the detailed terms and conditions of the Placing.
In connection with the Placing, the Company has entered into a
Placing Agreement with WH Ireland, which contains customary
warranties given by the Company with respect to the Company's
business and customary indemnities given by the Company in respect
of liabilities arising out of or in connection with the
Placing.
The issue of the Placing Shares is conditional, inter alia, on
the passing by the Company's shareholders ("Shareholders") of
certain resolutions at the General Meeting of the Company, which is
expected to be convened for 10.00 a.m. on 28 June 2021.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission"). On
the assumption that, amongst other things, the Resolutions are
passed by Shareholders at the General Meeting, it is expected that
Admission will become effective and that dealings in the Placing
Shares will commence at 8.00 a.m. on 29 June 2021.
Background to the Placing
In its announcement, released on 31 March 2021, of its
preliminary results for the year ended 31 December 2020, the
Company stated that with the fundamental change in strategy and
management drive, the Group had acted to realise the underlying
asset value in its portfolio companies and their potential to
deliver shareholder value. This included exploiting the established
transatlantic business and expanding the international presence, to
maximise the growth of its subsidiaries and portfolio.
As seen through the recent Company news flow, the upward trend
had been established and there is, in the opinion of the Board,
significant opportunity to generate added value in the
portfolio.
The Company's management team remains performance and results
driven; and, with its proactive management approach, is focused
on:
-- completing turnaround, execution and scalable processes;
-- driving commercialisation and project delivery within the Group's portfolio;
-- further judicious investment in the Group's portfolio and new
opportunities where the Board perceives a strong case for further
investment;
-- reviewing and planning the value inflection points, exit
opportunities and potential liquidity events of each portfolio
company;
-- clear milestones, quarterly KPIs, a rolling 12 month action
plan over a 3 to 5 year planning horizon;
-- effective and pre-emptive risk management and controls;
-- creating value from the Capital Under Advisory companies;
-- building infrastructure with investment in the Group's team,
systems and regulatory protocols for scalability;
-- exploiting the transatlantic relationships and global
opportunities for UK companies' expansion to US/international
markets; US companies' expansion to UK/Europe and international;
and access to capital, relationships and enhanced exit potential;
and
-- realising profits, returns, exits and liquidity events at the right time.
By adopting this strategy, the Board believes that there is
significant upside to increase the value of the Group's
portfolio.
Reasons for the Placing
The purpose of the Placing is to provide the Group with
sufficient funds to implement its refined strategy outlined above.
The net proceeds will therefore be used to:
-- to protect and enhance the Group's investment in portfolio companies;
-- to provide judicious investment in current and future opportunities;
-- to leverage NetScientific's funding to anchor investment
syndication based on a capital light model;
-- to expand and increase revenue streams, markets and value;
-- for infrastructure and working capital purposes; and
-- to position the Group for further growth.
Circular and Notice of General Meeting
The Company expects to publish a circular (the "Circular") in
due course in connection with the Placing, which will contain a
notice convening the General Meeting in order to approve certain
matters necessary to implement the Fundraising.
A copy of the Circular will be made available on the Company's
website www.netscientific.net.
Due to the unpredictability of the UK Government guidance and
continuing potential health risks posed by COVID-19, it appears to
the Directors that significant restrictions on personal movement
may still be in place on the date of the General Meeting.
Accordingly, the Company will hold the General Meeting with the
minimum attendance required to form a quorum and the Directors
strongly encourage all Shareholders to vote on the Resolutions by
proxy or online. Any Shareholders seeking to attend the General
Meeting in person will be refused entry.
The actions that Shareholders should take to vote on the
Resolutions will be set out in the Circular to be posted in due
course, along with the recommendations of the Directors.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014, as amended, as it forms
part of the domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"). 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.
**S**
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY WH IRELAND, ("EU QUALIFIED INVESTORS")
AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
2017/1129 (THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION, AS IT FORMS PART OF UK LAW AS RETAINED EU
LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS REGULATION")
("UK QUALIFIED INVESTORS"); AND (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN
INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE MERITS OF
THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
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 or the South African Reserve
Bank; 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 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, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II"); (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA; 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: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in UK MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
UK MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors (such term to have the same
meaning as in 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 the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of UK 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with WH Ireland
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
WH Ireland confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has committed to subscribe for or acquire Placing
Shares or on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
WH Ireland and the Company have entered into a Placing
Agreement, under which WH Ireland has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for approximately 5,384,615
million Placing Shares. It is expected that the Placing will raise,
in aggregate, up to approximately GBP7.0 million in gross proceeds
at a price of 130 pence per share ("Placing Price") with up to
approximately 5,384,615 Placing Shares expected to be issued. The
Placing is not being underwritten by WH Ireland or any other
person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of WH Ireland and a
further announcement confirming these details will be made in due
course.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under NSCI with ISIN
GB00BN4R5Q82.
Application for admission to trading
Application will be made to London Stock Exchange for admission
to trading of the Placing Shares on AIM. It is expected that
settlement of any such shares and Admission will become effective
on or around 29 June 2021 and that dealings in the Placing Shares
will commence at that time.
Bookbuild
WH Ireland will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
WH Ireland and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing are as
follows:
1 WH Ireland is arranging the Placing as agent for, and broker to, the Company.
2 Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
WH Ireland. WH Ireland is entitled to participate in the Placing as
principal.
3 The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be agreed between WH
Ireland and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
4 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for or purchase at the Placing Price. Bids may
be scaled down by WH Ireland on the basis referred to in paragraph
8 below.
5 The timing of the closing of the Bookbuild will be at the
discretion of WH Ireland. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6 Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland, following the close of the Bookbuild
and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. WH Ireland's oral or emailed
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of WH Ireland and the Company, under which it agrees to
acquire by subscription 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 WH Ireland's
consent, such commitment will not be capable of variation or
revocation.
7 The Company will make a further announcement following the
close of the Bookbuild detailing the total number of Placing Shares
to be issued at the Placing Price.
8 Subject to paragraphs 4 and 5 above, WH Ireland may choose not
to accept bids and/or to accept bids, either in whole or in part,
on the basis of allocations determined at its discretion (after
consultation with the Company) and may scale down any bids for this
purpose on such basis as it may determine. WH Ireland may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior
consent of the Company, allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that
time.
9 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and except with WH Ireland's consent will not be capable of
variation or revocation from the time at which it is submitted.
10 Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12 All obligations of WH Ireland under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13 By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee following the close of
the Bookbuild.
14 To the fullest extent permissible by law and the applicable
rules of the FCA, none of WH Ireland nor any of their affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and WH
Ireland and their affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In
particular, none of WH Ireland nor any of their affiliates shall
have any liability (including to the extent permissible by law, any
fiduciary duties) in respect of WH Ireland's conduct of the
Placing.
Conditions of the Placing
WH Ireland obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, inter alia:
1 the Shareholders passing new authorities to allot and issue
the Placing Shares and disapply pre-emption rights at the General
Meeting;
2 the application and all other documents required to be
submitted with the application being delivered to the London Stock
Exchange when due;
3 the delivery by the Company to WH Ireland of certain documents
required under the Placing Agreement;
4 the publication of an announcement announcing the results of
the Placing through a Regulatory Information Service by no later
than 6.00 p.m. on 10 June 2021 (or such later time and/or date as
may be agreed in writing between the Company and WH Ireland);
5 the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed on or prior to Admission;
6 none of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading in any respect at any time
between the date of the Placing Agreement and Admission;
7 the posting by no later than 11 June 2021 (by first class
pre-paid mail) of the Circular to Shareholders and such other
persons (if any) entitled to receive the Circular in accordance
with the Company's articles of association;
8 the issue and allotment of the Placing Shares, conditional only upon Admission;
9 Admission taking place no later than 8.00 a.m. on 29 June 2021
(or such later time and/or date as may be agreed in writing between
the Company and WH Ireland but in any event no later than 5.00 p.m.
on 31 July 2021 (the "Long Stop Date")); and
10 the Placing Agreement not having been terminated by WH Ireland.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by WH Ireland by the respective time or
date where specified (or such later time or date as WH Ireland may
notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
WH Ireland may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived nor extended. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither WH Ireland, the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of WH
Ireland.
Right to terminate the Placing Agreement
WH Ireland is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia, if before
Admission:
1 the Company is in material breach of any provision of the Placing Agreement;
2 the Company has failed in any respect to comply with the
requirements of any laws or regulations (including the Market Abuse
Regulation and the AIM Rules) in relation to the Placing;
3 WH Ireland becomes aware of any circumstance which results in
a breach of any of the warranties given in the Placing Agreement
when given at the date of the Placing Agreement or which results in
or might in the opinion of WH Ireland result in a breach of any of
the warranties when deemed given;
4 the appointment of WH Ireland as agent of the Company is
terminated for whatever reason;
5 it should come to the notice of WH Ireland that any statement
contained in any of the Placing Documents (as defined in the
Placing Agreement) has become untrue, inaccurate or misleading
which WH Ireland (acting reasonably) considers to be material or
that matters have arisen which would, if the Placing Documents were
issued at that time, constitute a material omission therefrom;
6 in the opinion of WH Ireland (acting in good faith) any
material adverse change in the financial position, business or
prospects of the Group has or is likely to seriously adversely
affect the business of the Group or the successful outcome of the
Placing;
7 an event or other matter (including, without limitation, any
change or development in economic, financial, political, diplomatic
or other market conditions (including a material worsening of the
COVID-19 outbreak) or any change in any government regulation) has
occurred or is likely to occur which, in the opinion of WH Ireland
acting in good faith, is (or will be if it occurs) likely seriously
and adversely to affect the business of the Group or the successful
outcome of the Placing.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by WH Ireland of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of WH Ireland and that WH Ireland need not make
any reference to Placees in this regard and that neither WH Ireland
nor any of their respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of their
own assessment of the Company, the Placing Shares and the Placing
based on the Company's Publicly Available Information taken
together with the information contained in this Announcement
(including this Appendix) released by the Company today and the
business and financial information that the Company is required to
publish in accordance with the AIM Rules (the "Exchange
Information") by or on behalf of the Company on or prior to the
date of this Announcement. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or WH Ireland or any other person
and neither WH Ireland, the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by WH
Ireland, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor WH Ireland is making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement (including this
Appendix) to be legal, tax or business advice. Each Placee should
consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment
in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with WH Ireland, stating the number of Placing Shares allocated to
it at the Placing Price, the aggregate amount owed by such Placee
(in GBP) to WH Ireland on behalf of the Company and a form of
confirmation in relation to settlement instructions.
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 WH Ireland in accordance with the standing CREST
settlement instructions, which they have in place with WH
Ireland.
Settlement of transactions in the Placing Shares (ISIN:
GB00BN4R5Q82) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, WH Ireland reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 29 June 2021 in
accordance with the instructions set out in the form of
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of 4 percentage points above the prevailing LIBOR
as determined by WH Ireland.
Each Placee is deemed to agree that, if it does not comply with
these obligations, WH Ireland may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for WH Ireland's account and benefit (as agent
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify WH Ireland on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on WH Ireland such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which WH Ireland lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall
not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that 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 UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither WH Ireland nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax (including any interest
and penalties relating thereto) in connection with the allocation,
allotment, issue or delivery of any of the Placing Shares. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
Representations, Warranties and Further Terms
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf) makes the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to WH Ireland (for itself and
on behalf of the Company):
1 that it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the
Placing and its subscription for or purchase of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes
not to redistribute or duplicate this Announcement or any materials
concerning the Placing;
2 that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3 that the exercise by WH Ireland of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of WH Ireland and WH Ireland need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against WH Ireland or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4 that these terms and conditions represent the whole and only
agreement between it, WH Ireland 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 the Exchange Information, 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, WH Ireland nor any of their respective officers, directors
or employees will have any liability for any such other
information, representation or warranty, express or implied;
5 if within the United Kingdom, that in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is
used in Article 5(1) of the UK Prospectus Regulation, (i) the
Placing Shares acquired by it in the Placing have not been acquired
on a non-discretionary basis on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than to UK Qualified Investors or in circumstances in
which the prior consent of WH Ireland has been given to the offer
or resale;
6 if within the EEA, that in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation, (i) the Placing
Shares acquired by it in the Placing have not been acquired on a
non-discretionary basis on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in a member state
of the EEA or to which the EU Prospectus Regulation otherwise
applies other than to EU Qualified Investors or in circumstances in
which the prior consent of WH Ireland has been given to the offer
or resale;
7 that neither it nor, as the case may be, its clients expect WH
Ireland 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 WH Ireland is not acting for it or its clients, and that
WH Ireland will not be responsible for providing the protections
afforded to customers of WH Ireland or for providing advice in
respect of the transactions described herein;
8 that 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 and neither
any of WH Ireland nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
the Presentation or the Publicly Available Information; nor has it
requested any of WH Ireland, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
9 that it is, unless otherwise agreed in writing with WH
Ireland: (i) located outside the United States and is not a US
person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
10 that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
11 that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and that
neither WH Ireland, nor any person acting on its behalf has or
shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously published by or on behalf of the Company and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise;
12 that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and Publicly Available Information;
13 that none of WH Ireland or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information.
14 that, unless specifically agreed with WH Ireland, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
15 that it is not a national or resident of Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or the
Japanese Ministry of Finance or the South African Reserve Bank and
that the Placing Shares are not being offered for sale and may not
be, directly or indirectly, offered, sold, transferred or delivered
in or into Canada, Australia, the Republic South Africa or
Japan;
16 that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
17 that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
18 that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
WH Ireland or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
19 that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
20 that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland;
21 if within the United Kingdom, that it is either: (a) a person
of a kind described in paragraph 5 of Article 19 (persons having
professional experience in matters relating to investments and who
are investment professionals) of the Order; or (b) a person of a
kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or
their respective directors, officers or employees) of the Order; or
(c) a person to whom it is otherwise lawful for this Announcement
to be communicated and in the case of (a) and (b) undertakes that
it will acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
22 that, unless otherwise agreed by WH Ireland, it is a UK Qualified Investor;
23 that, unless otherwise agreed by WH Ireland, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
24 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
25 that any money held in an account with any of WH Ireland (or
its nominee) 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 WH Ireland (or their nominee's) money in accordance
with such client money rules and will be used by WH Ireland in the
course of its own business and each Placee will rank only as a
general creditor of WH Ireland;
26 that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
27 that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
28 that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
29 that it appoints irrevocably any director of WH Ireland as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
30 that, 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, unless so disclosed in an
announcement by the Company on 5 August 2020, in relation to the
Company;
31 that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH
Ireland nor the Company has considered its particular objectives,
financial situation and needs;
32 that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
33 that it will indemnify on an after tax basis and hold the
Company and WH Ireland and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the Company and WH Ireland will rely on the truth and accuracy
of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify WH Ireland and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to WH Ireland for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
34 that time shall be of the essence as regards obligations pursuant to this Appendix;
35 that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or WH Ireland to provide any legal, financial, tax or other
advice to it;
36 that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that WH Ireland shall
notify it of such amendments;
37 that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, 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 WH Ireland such evidence, if any,
as to the identity or location or legal status of any person which
WH Ireland may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
WH Ireland on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as WH Ireland may decide
in its absolute discretion;
38 that it will not make any offer to the public in the United
Kingdom of those Placing Shares to be subscribed for and/or
purchased by it for the purposes of section 85(1) of FSMA;
39 that it will not make any offer to the public in any member
state of the EEA of those Placing Shares to be subscribed for
and/or purchased by it for the purposes of Prospectus Regulation
(EU) 2017/1129.
40 that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect to any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
41 that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter 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 WH Ireland in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
42 that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to WH Ireland;
43 that WH Ireland owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
44 that WH Ireland or any of their respective affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares;
45 that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
46 that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, WH Ireland and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to each WH Ireland for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by WH
Ireland.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor WH Ireland will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and WH Ireland in the event that any of the
Company and/or WH Ireland have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify WH Ireland
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by WH
Ireland or by any of their respective 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 or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Definitions:
"Admission" admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules
for Nominated Advisers (as the context may require)
----------------------------------------------------------
"Announcement" this announcement (including the Appendix which
forms part of this announcement) dated 10 June
2021
----------------------------------------------------------
"Bookbuild" the accelerated bookbuilding to be conducted by
WH Ireland pursuant to the Placing Agreement and
this Announcement
----------------------------------------------------------
"EEA" the European Economic Area
----------------------------------------------------------
"Existing Ordinary the 15,017,188 Ordinary Shares in issue as at the
Shares" date of this Announcement
----------------------------------------------------------
"FCA" the Financial Conduct Authority of the United Kingdom
----------------------------------------------------------
"General Meeting" the general meeting of the Company expected to
be held at 10.00 a.m. on 28 June 2021 (or any reconvened
meeting following any adjournment of the general
meeting) at Level 39, One Canada Square, Canary
Wharf, London, E14 5AB
----------------------------------------------------------
"Group Company" the Company and its existing subsidiaries and subsidiary
undertakings
----------------------------------------------------------
"Market Abuse the UK version of Market Abuse Regulation (2014/596/EU)
Regulation" (incorporating the technical standards, delegated
regulations and guidance notes, published by the
European Commission, London Stock Exchange, the
FCA and the European Securities and Markets Authority)
as it forms part of UK law as retained EU law as
defined in, and by virtue of, the European Union
(Withdrawal) Act 2018, as amended
----------------------------------------------------------
"Ordinary Shares" ordinary shares of 5p each in the capital of the
Company
----------------------------------------------------------
"Presentation" the investor presentation to prospective Placees
relating to the Group and its business
----------------------------------------------------------
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the Company
on or prior to the date of this Announcement
----------------------------------------------------------
"Regulatory Information one of the regulatory information services authorised
Service" by the FCA acting in its capacity as the UK listing
authority to receive, process and disseminate regulatory
information
----------------------------------------------------------
"Resolutions" the resolutions 1 and 2 to be proposed at the General
Meeting
----------------------------------------------------------
"Securities Act" the United States Securities Act of 1933, as amended
----------------------------------------------------------
"WH Ireland" WH Ireland Limited
----------------------------------------------------------
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END
IOEFFFLIRDIAIIL
(END) Dow Jones Newswires
June 10, 2021 02:00 ET (06:00 GMT)
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