TIDMMPL
RNS Number : 2252J
Mercantile Ports & Logistics Ltd
19 August 2021
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
19 August 2021
Mercantile Ports & Logistics Limited
("MPL" or the "Company")
Proposed Placing and Subscription to raise minimum GBP9.5
million by way of accelerated bookbuild
PrimaryBid Offer
at a price of 0.45 pence per share
Share Consolidation
and
Notice of Extraordinary General Meeting
Mercantile Ports & Logistics Limited, which is operating and
developing out its port and logistics facility in Navi Mumbai,
Maharashtra, India, is pleased to announce a proposed Placing by
way of an accelerated bookbuild to raise a minimum of GBP9.5
million (before expenses) via the Subscription and a conditional
placing of new Ordinary Shares ("Placing Shares") at the issue
price of 0.45 pence per share ("Issue Price") to new and existing
institutional investors (the "Placing"). Proceeds from the Placing
and Subscription will help fund the servicing of new and existing
contracts, the construction of further storage facilities, debt
servicing and general working capital purposes. Under the
Subscription, Hunch Ventures has agreed to subscribe an aggregate
amount of 767,622,222 new Ordinary Shares at the Placing Price
("Subscription Shares"), equivalent to GBP3,454,300 (the
"Subscription"). Additionally, the Company has entered into an
unsecured loan facility with Hunch Ventures of up to GBP4.4
million, to provide additional headroom.
Furthermore, the Company is seeking to raise additional funds
via PrimaryBid (the "PrimaryBid Offer" and together with the
Placing, the "Fundraise") in order to provide other investors who
may not have taken part in the Placing, with an opportunity to
participate in the Fundraising.
Cenkos Securities plc is acting as lead manager in relation to
the Placing.
Transaction Highlights
-- The Company is conducting a conditional Placing and
Subscription to raise a minimum of GBP9.5 million via the placing
of the Placing Shares and Subscription Shares at the Issue
Price.
-- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix I to this Announcement.
-- Proposing to raise additional capital via the PrimaryBid
Offer, which shall remain open until 8:00pm on 19 August 2021.
-- The net proceeds of the Transaction will be used to fund the
servicing of new and existing contracts, the construction of
further storage facilities, debt servicing and general working
capital purposes.
-- Unsecured loan facility of GBP4.4 million entered into
between Hunch Ventures and the Company, to provide additional
headroom for the Company's operations.
-- Completion of the Fundraising is conditional, inter alia,
upon Shareholder approval at the General Meeting to be held on or
around 9 September 2021.
-- The Issue Price represents a discount of approximately 18.1
per cent. to the closing mid-market price of 0.55 pence on 18
August 2021, being the latest practicable date before this
Announcement.
-- Proposed Share Consolidation of every 100 Existing Ordinary
Shares of nil par value each into 1 New Consolidated Ordinary Share
of nil par value each in the capital of the Company.
A circular, containing further details of the Fundraising, Share
Consolidation and notice of the General Meeting to be held at 11.00
a.m. on 9 September 2021 to, inter alia, approve the resolutions
required to implement the Fundraising and Share Consolidation, is
expected to be published and despatched to Shareholders on 20
August 2021 (the "Circular"). Set out below in Appendix I is an
adapted extract from the draft Circular that is proposed to be sent
to Shareholders after the closure of the Bookbuild. Following its
publication, the Shareholder Circular will be available on the
Group's website at
https://www.mercpl.com/article/investor-relations/shareholder-circulars/9
.
Jeremy Warner-Allen, Chairman of Mercantile, said:
"I have been delighted with the support shown from our
institutional shareholders in supporting the Company in this
fundraise. Particular thanks is given to Hunch Ventures for their
continuing support in our vision for the facility and their
presence as a strategic shareholder. In addition to Hunch's
significant investment in the Company, the provision of a GBP4.4
million unsecured loan underscores the confidence they have in our
team at MPL and the opportunities available to the Company as the
facility becomes operational.
I would also like to take this opportunity to thank the
employees and those involved with MPL, particularly in India, which
has suffered especially during the COVID-19 pandemic. The safety of
our staff and stakeholders is paramount and I believe MPL will come
through this a stronger entity."
For further information, please visit www.mercpl.com or contact:
Enquiries:
MPL Jay Mehta
C/O Newgate Communications
+44 (0)20 3757 6880
Cenkos Securities plc (Nominated Stephen Keys
Adviser and Joint Broker)
+44 (0)20 7397 8900
Zeus Capital Limited (Joint Broker) Daniel Harris/Andrew Jones/James
Hornigold
+44 (0)203 829 5000
Newgate Communications (Financial Adam Lloyd/Isabelle Smurfit
PR)
+44 (0)20 3757 6880
Expected Timetable of Principal Events
Announcement of the Placing, PrimaryBid Offer 4.35 p.m. 19 August
and Subscription, publication and posting 2021
of this document
Announcement of the Result of the Placing 20 August 2021
and PrimaryBid Offer
Publication and posting of the Circular 20 August 2021
Latest time and date for receipt of completed 11:00 a.m. on 7 September
Forms of Proxy to be valid at the General 2021
Meeting
General Meeting 11:00 a.m. on 9 September
2021
Announcement of result of General Meeting 9 September 2021
Admission and commencement of dealings in 8.00 a.m. on 10 September
the New Ordinary Shares on AIM 2021
New Ordinary Shares credited to CREST members' 10 September 2021
accounts
Record Date for the Consolidation 6.00 p.m. on 10 September
2021
Consolidation becomes effective 8.00 a.m. on 13 September
2021
Admission and commencement of dealings in 8.00 a.m. on 13 September
New Consolidated Ordinary Shares on AIM 2021
Despatch of definitive share certificates within 10 business
in certificated form, in respect of the placing, days of Admission
PrimaryBid Offer, Subscription and, if applicable,
the Share Consolidation
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to the London Stock Exchange and,
where appropriate, Members. Members may not receive any further
written communication.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia (save to professional investors and sophisticated
investors), Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The Placing Shares referred to herein have not been
and will not be registered under the Securities Act and may not be
offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of
Placing Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or the Bookrunners or
any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation"), (b) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (c) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this announcement, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by the Bookrunners
or any other person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
No prospectus or offering document 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.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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 Group.
Cenkos Securities plc and Zeus Capital Limited, each of which
are authorised and regulated in the United Kingdom by the FCA, are
acting for the Company and for no one else in connection with the
Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cenkos
or for providing advice in relation to the Placing, or any other
matters referred to in this Announcement.
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 or on behalf of the Company, Cenkos, or
by their affiliates or their respective agents, directors, officers
and employees 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 therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
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.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market, Assessment, Cenkos are
only procuring 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.
APPIX I - EXTRACTS FROM THE CIRCULAR
1. Introduction
The Company has announced a conditional Placing, PrimaryBid
offer and Subscription to raise up a minimum of GBP9.5 million
before expenses by the issue of 2,111,111,112 New Ordinary Shares
at the Offer Price of 0.45 pence per New Ordinary Share.
The Placing will raise GBP6.05 million (before expenses) by the
issue by the Company of 1,343,488,890 New Ordinary Shares at the
Offer Price. In addition, in order to provide investors who have
not taken part in the Placing with an opportunity to participate in
the Transaction, the Company has appointed PrimaryBid to enable the
PrimaryBid Offer, giving investors the opportunity to subscribe at
the Offer Price.
Furthermore, Hunch Ventures, the Company's India-based strategic
investor, has agreed to subscribe for, and the Company has agreed
to issue, 767,622,222 New Ordinary Shares at the Offer Price on
Admission, representing gross subscription proceeds of GBP GBP3.45
million on such terms as are further described at paragraph 4 of
this document.
The Company is also carrying out the Consolidation to reduce the
number of Ordinary Shares in issue by a factor of 100. The Company
currently has 1,905,022,123 Existing Ordinary Shares in issue. This
is a significant number of shares for a Company with a market
capitalisation of approximately GBP10 million (as at 18 August
2021, being the latest practicable date prior to the publication of
this document). The Board considers that the effect of the
Consolidation will be to improve market liquidity by reducing the
volatility and spread of the Company's Ordinary Shares and make
trading in the Company's shares more attractive to a broader range
of institutional investors.
The receipt of the Transaction proceeds is conditional, inter
alia, upon Shareholders approving Resolutions 1 and 3 at the
General Meeting that will grant to the Directors the authority to
issue the New Ordinary Shares and the power to dis-apply
pre-emption rights set out in the articles of incorporation of the
Company in respect of the New Ordinary Shares and Admission. The
Resolutions are contained in the Notice of General Meeting at the
end of the Circular. Admission of the New Ordinary Shares to
trading on AIM is expected to occur no later than 8.00 a.m. on 10
September 2021 or such later time and/or date as Cenkos Securities,
Zeus Capital and the Company may agree (not being later than 8:30
a.m. on 30 September 2021). The Placing is not underwritten.
Based on the closing middle market price of 0.55 pence per
Existing Ordinary Share on 18 August 2021 (being the last
practicable date before publication of this document) the Offer
Price is at an implied discount of 18.1 per cent.
The purpose of this document is to explain the background to and
reasons for the Transaction, the use of proceeds, the details of
the Transaction and to recommend that you vote in favour of the
Resolutions.
2. Current status of the Project
The Company is pleased with the progress it has made and the
fact that its facility at Karanja Creek near Navi Mumbai, India has
been operational and generating revenue for some time. The
Facility's general cargo jetty is receiving vessels and the
separate bulk berth, which handles non-clean cargo is complete.
Over 100 acres of land have been reclaimed and being used for the
numerous customers with whom the Company has contracted.
With all customs and other approvals in place and, given the
unique location of the Facility, there has been significant
interest from potential customers in using the Facility. The
Company was delighted to secure the four year contract with the
Tata Projects and Daewoo Engineering Joint Venture, which is
constructing the Mumbai Trans Harbour Link and the Directors are
pleased with the performance under this contract. In addition,
numerous other contracts have been signed, meaning that the
Facility has contracted revenue of GBP8.2 million for next year,
with contracts worth several million pounds more being in the
pipeline. These contracts cover a range of cargos including iron
ore, fly ash, cement, coal and edible oils.
As well as the Trans Harbour Link, a number of significant
infrastructure projects are taking place in the region. Each of
these projects will require enormous quantities of steel, cement
and other materials, and the Directors expect the Facility to play
a part in the logistics for the construction of some of these
projects. The relationship with the Tata Projects Daewoo Joint
Venture was, the Directors believe, a landmark contract and they
remain confident that similar contracts will follow.
As referenced previously, Company continues to be delighted with
the support that it has received from the MMB. Whilst the
Directors' focus continues to be on completing the build out and
filling the Facility to 200 acres, the permission remains to extend
the Facility to 400 acres, with 2,000 metres of sea frontage, which
the Directors intend to pursue when aligned with capacity
requirements.
In June this year, as well as stating that the Company expected
volumes to increase during the rest of this year and beyond, which
remains the case, the Company announced that it had restructured
its debt facility after an extensive due diligence process
conducted by its banking consortium. The INR 475.57 Crores debt
(approximately GBP46.2 million) is now at a much reduced interest
rate and the Board considered this event to be a clear endorsement
of the Company's strategy and recognition of the status and
viability of the Facility. MPL has a strong and supportive, India
based shareholder in Hunch Ventures and, with there having been
discussion with other parties, the Company is confident that it
would have access to additional debt should that be required in the
future.
3. Background and Reasons for the Transaction
As previously reported, and like many companies around the
world, MPL's performance has been impacted by COVID-19. Whilst
progress was made in securing contracts, travel and other
restrictions in India meant that access to the site for potential
customers was limited and, at times, impossible. This was the
principal reason for the Company's performance being behind the
Board's plan, leading to the requirement for the Transaction. The
net proceed of the Transaction are required to fund servicing of
new and existing contracts, the construction of further storage
facilities, debt servicing and general working capital
purposes.
4. Subscription
Hunch Ventures has agreed to subscribe for the Subscription
Shares at the Placing Price per Subscription Share. The aggregate
subscription price payable by Hunch Ventures in respect of the
Subscription Shares amounts to GBP3,454,300 (the "Subscription
Price").
The payment of the Subscription Price by Hunch Ventures must be
made on or before 31 December 2021 as such payment requires the
consent of the Reserve Bank of India. Pending such payment Hunch
Ventures is required under the terms of the Subscription Agreement
to procure by no later than two Business Days prior to the
Admission of the Subscription Shares the Bank Guarantee for the
amount of the Subscription Price. The Bank Guarantee must be in a
form acceptable to the Company and Cenkos Securities and must be
capable of being called upon by the Company or its subsidiary in
India on or after the date of such Admission.
The Subscription is conditional on:
(a) the passing of Resolutions 1 and 3 at the General Meeting;
(b) Admission of the New Ordinary Shares becoming effective by
no later than 8.00a.m. on 10 September 2021 or such later date as
the Company, Cenkos and Hunch Ventures may agree in writing;
and
(c) the provision of the Bank Guarantee pursuant to the provisions of the Subscription Agreement.
If any of the conditions are not satisfied, the Subscription
Shares will not be issued to Hunch Ventures (or any member of Hunch
Ventures' group of companies as Hunch Ventures may direct).
The Subscription Shares are not subject to clawback. The
Subscription is not being underwritten.
The Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Application will be made to the London Stock Exchange for the
admission of the Subscription Shares to trading on AIM. It is
expected that Admission will occur and that dealings will commence
at 8.00 a.m. on 10 September 2021, at which time it is also
expected that the Subscription Shares will be enabled for
settlement in CREST.
The Subscription Shares will comprise approximately 19.1 per
cent. of the Enlarged Share Capital.
Subscription Agreement
Pursuant to the terms of the Subscription Agreement, Hunch
Ventures has agreed to subscribe for the Subscription Shares at the
Placing Price per Subscription Share.
The Subscription Agreement contains, inter alia, warranties
given by both Hunch Ventures and the Company, namely relating to
their respective authority and capacity to enter into the
Subscription Agreement.
Furthermore, given that, following the issue of the Subscription
Shares, Hunch Ventures will hold approximately 29.9 per cent. of
the Enlarged Share Capital, the Subscription Agreement also governs
the relationship between the Company and Hunch Ventures by, inter
alia, providing that:
(a) Hunch Ventures shall have the right to appoint two Directors
for so long as it holds more than 15 per cent. of the voting rights
of the Company's issued share capital from time to time and the
right to appoint one Director for so long as it holds more than 10
per cent. but less than 15 per cent. of the voting rights of the
Company's issued share capital from time to time;
(b) for a two year period from Admission, Hunch Ventures and its
group of companies undertake not to be engaged in any competing
business of the Company in India;
(c) all transactions between Hunch Ventures and the Group shall
be undertaken on an arms' length basis;
(d) Hunch Ventures agrees not to dispose of any Subscription
Shares without the prior consent of the Company and Cenkos
Securities during the 12 month period following Admission, except
in certain customary exceptions; and
(e) Hunch Ventures agrees to dispose of any Subscription Shares
via Cenkos Securities during the 36 month period following
Admission so as to ensure an orderly market in the Enlarged Share
Capital.
The Subscription Agreement and the obligations thereunder will
cease to have effect on the earlier of: (i) the New Ordinary Shares
ceasing to be traded on AIM; or (ii) Hunch Ventures ceasing to hold
at least 5 per cent. of the voting rights of Company's issued share
capital from time to time.
The Subscription Agreement provides that the Subscription Shares
may be issued to Hunch Ventures or any member of Hunch Ventures'
group of companies. The obligations thereunder will also apply to
the member of Hunch Ventures' group of companies to whom the
Subscription Shares are issued.
5. Unsecured Loan Facility
In addition to the Subscription, Hunch Ventures on 19 August
2021 entered into an unsecured loan of up to GBP 4.4 million
(equivalent to 45,00,00,000 (Indian Rupees Forty Five Crores Only))
with the Company's India subsidiary, KTLPL, for the purposes of
KTLPL's business operations (the "Loan"). The Loan can be drawn
down in one or more tranches between 1 September 2021 and 31
December 2022 and is repayable by 1 September 2023. Interest is
payable on the Loan at a rate of 8 per cent. per annum.
6. Market and Macroeconomic Dynamics
Indian Macroeconomic Environment
The World Bank reduced its India's GDP forecast to 8.3% for
FY22, as against its earlier estimate of 10.1%. It has further
projected India's growth to be 7.5% in 2022. Recovery being
hampered by an unprecedented second wave of the Covid-19, the
largest outbreak in the world since the beginning of the deadly
pandemic.
The World Bank, in its latest issue of Global Economic Prospects
released here, noted that in India, an enormous second Covid-19
wave could undermine the sharper-than-expected rebound in activity
seen during FY21, especially in services. In 2020, India's economy
is estimated to have contracted by 7.3%.
Indian Shipping and Port Industry
India's economic strength is placing substantial stress on its
port and logistics infrastructure, an aspect in which India lags
behind its counterparts (ranked 44th globally in World Bank
'International Logistics Ranking' 2018).
During FY20, cargo traffic at major ports in the country was
reported at 704 million tonnes. India's vast coast line (c7,500km)
and inland water ways (c14,500km) offer substantial opportunities
for domestic cargo transportation. Karanja is well positioned both
in location and berth size to accommodate ships used for domestic
cargo transportation.
The cost per tonne per kilometer of moving cargo by sea or
inland waterway routes can be 60 to 80% lower than by road or rail.
However, India's maritime logistics sector is under-utilised when
compared to its road and railway logistics sectors.
Despite the under-utilisation of ports as a transportation
method, India's Major Ports continue to be heavily congested. This
results in inefficiencies, an average turnaround time, being the
time in which a vessel can be loaded or discharged of cargo, of 4.5
days compared to only 1 day and 1.2 days in China and the United
States respectively, which the Indian government fears could hamper
India's potential for wider economic growth.
According to the Ministry of Shipping, around 95% of India's
trading by volume and 70% by value is done through maritime
transport. In November 2020, the Prime Minister, Mr. Narendra Modi
renamed the Ministry of Shipping as the Ministry of Ports, Shipping
and Waterways.
India has 12 major and 205 notified minor and intermediate
ports. Under the National Perspective Plan for Sagarmala, six new
mega ports will be developed in the country. The Indian ports and
shipping industry play a vital role in sustaining growth in the
country's trade and commerce. India is the sixteenth-largest
maritime country in the world with a coastline of about 7,517 kms.
The Indian Government plays an important role in supporting the
ports sector. It has allowed Foreign Direct Investment (FDI) of up
to 100% under the automatic route for port and harbour construction
and maintenance projects. It has also facilitated a 10-year tax
holiday to enterprises that develop, maintain and operate ports,
inland waterways and inland ports.
The Directors believe that this further validates the Group's
investment in the Facility to date and represents opportunities now
that the Facility is fully operational.
JNPT is located twelve nautical miles via sea and 8 km via road
from Karanja. The proximity of the Facility to JNPT is a key factor
that the Directors believe will contribute to the Company's
success. JNPT is India's largest container handler by volume and is
the primary gateway for container shipments in India. JNPT accounts
for approximately 50%. of India's container traffic. Congestion
issues have been a recent problem at JNPT, with poor evacuation
infrastructure leading to high levels of congestions and resulting
in an inability to grow volumes through the port. The Directors
believe that the Facility can play an important role in relieving
congestion at JNPT.
The JNPT port facility is expected to have further expansion,
and the Directors' expect that the continued expansion of JNPT will
represent significant opportunities for the Company. In particular,
the Directors believe that the Company will benefit from the
Karanja facility being able to:
-- offer coastal movement of cargos, servicing end users along
the industrialised west coast of India
-- ease congestion issues in the road network around Mumbai and JNPT.
The Directors continue to believe that the Facility will have
limited direct competition from surrounding Minor Ports due to the
Facility's proximity JNPT and that the Facility will also benefit
from the proposed closure of Mumbai Port, which is planned to be
developed as prime real estate.
Increasing investment and cargo traffic point towards a healthy
outlook for the Indian ports sector. Providers of services such as
operation and maintenance (O&M), pilotage and harbouring and
marine assets such as barges and dredgers are benefiting from these
investments. The capacity addition at ports is expected to grow at
a CAGR of 5-6% till 2022, thereby adding 275-325 MT of
capacity.
Domestic waterways have found to be a cost-effective and
environmentally sustainable mode of freight transportation. The
government aims to operationalise 23 waterways by 2030. As part of
the Sagarmala project, more than 574 projects worth 6 lakh crore
(US$ 82 bn) have been planned for implementation between 2015 and
2035.
In Maritime India Summit 2021, the Ministry of Ports, Shipping
and Waterways identified a total of 400 projects worth 2.25 lakh
crore (US$ 31 bn) investment potential.
India's cargo traffic handled by ports is expected to reach
1,695 million metric tonnes by 2021-22 according to a report by the
National Transport Development Policy Committee
7. The Placing and Primary Bid Offer
Details of the Placing
The Company is proposing to raise additional capital via the
PrimaryBid Offer, which shall remain open until 8:00pm on 19 August
2021.
The Placing is conditional, inter alia, upon:
(a) the passing of Resolutions 1 and 3 at the General Meeting ;
(b) each of the Placing Agreement and the Subscription Agreement
becoming or being declared unconditional in all respects and not
having been terminated in accordance with its terms prior to
Admission;
(c) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 10 September 2021 or such later time
and/or date (being no later than 8.30 a.m. on 30 September 2021) as
Cenkos Securities and the Company may agree.
If any of the conditions are not satisfied, the Placing Shares
will not be issued and all monies received from the Placees will be
returned to the Placees (at the Placees' risk and without interest)
as soon as possible thereafter.
The Placing Shares are not subject to clawback. The Placing is
not being underwritten.
The Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Placing Shares to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 10 September 2021 at which time it is also expected that
the Placing Shares will be enabled for settlement in CREST.
Use of net proceeds
The net proceeds of the Placing are expected to be approximately
GBP8.9 million and it is proposed that such proceeds shall be used
as follows:
-- business development and servicing of new and existing contracts;
-- debt servicing; and
-- for general working capital purposes.
Further funds are raised via the Subscription and the PrimaryBid
Offer will be used for the same purposes as above.
Details of the PrimaryBid Offer
The PrimaryBid Offer allowed investors to participate in the
Fundraising by subscribing for New Ordinary Shares at the Issue
Price via PrimaryBid.com
The New Ordinary Shares issued pursuant to the PrimaryBid Offer
will be free of all liens, charges and encumbrances and will, when
issued and fully paid, rank pari passu, in all respects with the
Existing Ordinary Shares including the right to receive dividends
and other distributions declared following Admission.
A further announcement was made by the Company on 19 August 2021
regarding further details of the PrimaryBid Offer and how investors
may participate in the Fundraise.
The Company is relying on an available exemption against the
need to publish a prospectus approved by the UK Listing
Authority.
The PrimaryBid Offer was not underwritten and will close at 8.00
p.m. on 19 August 2021.
8. The Consolidation
As at 18 August 2021 (being the latest practicable date prior to
the publication of the Circular), the Company had 1,905,022,123
Existing Ordinary Shares in issue, having a mid-market price per
Existing Ordinary Share as at the close of business on such date of
0.55 pence. The Board believes that the Consolidation is necessary
in order to increase the marketability of the Company's Ordinary
Shares through the creation of a higher trading price per Ordinary
Share.
The Consolidation will consist of the following steps:
-- a consolidation of every 100 Existing Ordinary Shares in to one New Ordinary Share; and
-- the redemption of all fractional entitlements arising on the Consolidation.
Your board considers that the distribution of any amount of less
than GBP1 per Shareholder would be nullified by the administrative
costs of making such a distribution. Accordingly, the Board
proposes pursuant to the Resolutions that any amount of less than
GBP1 that would otherwise be paid to a Shareholder pursuant to the
redemption of fractional entitlements will instead be donated to
charity. For the avoidance of doubt the Company is only responsible
for dealing with fractions arising on registered shareholdings. For
Shareholders whose shares are held in the nominee accounts of
stockbrokers, intermediaries or other nominees, the effect of the
Consolidation on their individual shareholdings will be
administered by the stockbroker, intermediary or nominee in whose
account the relevant shares are held and it will be that person's
responsibility to deal with fractions arising within their customer
accounts, and not the Company's responsibility.
9. Related Party Transactions
M&G Investment Management ("M&G") is a substantial
Shareholder in the Company and consequently is considered to be a
related party of the Company pursuant to Rule 13 of the AIM Rules
for Companies . M&G is subscribing for 316,444,444 Placing
Shares under the Placing. This subscription by M&G constitutes
a related party transaction for the purposes of the AIM Rules for
Companies . In the absence of any independent directors for the
purposes of opining on the fairness of the terms of the
transaction, Cenkos Securities considers that that the
participation in the Placing by M&G is fair and reasonable
insofar as the Shareholders are concerned.
The Directors have agreed to subscribe for a combined total of
36,666,666 Placing Shares, equivalent to GBP165,000. The commitment
from the directors constitute a related party transaction for the
purposes of the AIM Rules for Companies. In the absence of any
independent directors for the purposes of opining on the fairness
of the terms of the transaction, Cenkos Securities considers that
that the participation in the Transaction by the directors is fair
and reasonable insofar as the Shareholders are concerned.
Director Number of shares to Total price/GBP
be subscribed in the
Placing
Jeremy Warner Allen 11,111,111 50,000
---------------------- ----------------
Howard Flight 8,888,889 40,000
---------------------- ----------------
Jay Mehta 11,111,111 50,000
---------------------- ----------------
John Fitzgerald 5,555,555 25,000
---------------------- ----------------
TOTAL 36,666,666 165,000
---------------------- ----------------
The Subscription Agreement between Hunch Ventures and the
Company described in section 4 and the Hunch Loan described in
section 5, are related party transactions for the purposes of the
AIM Rules for Companies. In the absence of any independent
directors for the purposes of opining on the fairness of the terms
of the Loan, Cenkos Securities considers that that the terms of the
Loan are fair and reasonable insofar as the Shareholders are
concerned.
10. General Meeting
The Directors do not currently have authority to issue all of
the New Ordinary Shares and, accordingly, the Board is seeking the
approval of Shareholders to issue the New Ordinary Shares at the
General Meeting. The Board is also seeking the approval of
Shareholders for the Consolidation.
A notice convening the General Meeting, which is to be held at
registered office of the Company at 1st Floor, Tudor House, Le
Bordage, St Peter Port, Guernsey GY1 at 11.00 am on 9 September
2021, is set out at the end of this document. At the General
Meeting, the Resolutions will be proposed t o approve the
Consolidation, authorise the Directors to issue relevant securities
pursuant to the Placing, PrimaryBid Offer and Subscription, and to
issue such relevant securities on a non-pre-emptive basis.
The authorities to be granted pursuant to Resolutions 1 and 3
shall expire on whichever is the earlier of the conclusion of the
General Meeting of the Company to be held in 2021 or the date
falling six months from the date of the passing of the Resolutions
(unless renewed, varied or revoked by the Company prior to or on
that date) and shall be in addition to any existing Directors'
authorities to issue relevant securities and dis-apply statutory
pre-emption rights
The Resolutions proposed will facilitate the completion of the
Transaction. The Company will receive 0.45p per New Ordinary Share,
which the Directors consider to be a fair and reasonable amount per
share on the basis that the closing market price on 18 August 2021
was 0.55p per Existing Ordinary Share.
11. Risks
In additional to the principal risks facing the Group that were
set out in the Group's most recent Annual Report and Accounts, now
that the Facility is operational, the Company is exposed to the
normal risks associated with being an operational company,
including around achieving new customer and revenue targets,
margins and customer retention.
12. Action to be taken in respect of the General Meeting
Shareholders will not receive a form of proxy for the General
Meeting. Instead you will find instructions in the section entitled
"Notes" in the Notice of Meeting to enable you to vote
electronically and how to register to do so. To register, you will
need your Investor Code, which can be found on your share
certificate.
Shareholders may request a paper form of proxy from our
Registrar, Link Market Services, if they do not have access to the
internet. Proxy votes should be submitted as early as possible and
in any event by no later than 11.00 a.m. on 7 September 2021 (or,
in the case of an adjournment, no later than 48 hours (excluding
non-working days) before the time fixed for holding of the
adjourned meeting).
The completion and return of a form of proxy will not preclude
you from attending and voting in person at the General Meeting, or
any adjournment thereof, should you wish to do so.
13. Recommendation
The Directors believe that the Transaction and the passing of
the Resolutions are in the best interests of the Company and
Shareholders, taken as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions, as they intend to do in respect of their own holdings
of Ordinary Shares, totalling 586,158,030 Existing Ordinary Shares,
being approximately 30.8 per cent. of the Existing Ordinary
Shares.
The Placing, Subscription and PrimaryBid Offer are conditional,
inter alia, upon the passing of Resolutions 1 and 3 at the General
Meeting. Shareholders should be aware that if the Resolutions are
not approved at the General Meeting, the Placing, Subscription and
PrimaryBid Offer will not proceed.
Definitions
The following definitions apply throughout this document, unless
the context requires otherwise:
"Admission" the admission of the New Ordinary Shares
and/or the admission of the New Consolidated
Ordinary Shares (as the context requires)
to trading on AIM in accordance with
the AIM Rules for Companies
"AIM" the AIM market operated by London Stock
Exchange
"AIM Rules for Companies" the AIM Rules for Companies and guidance
notes as published by London Stock Exchange
from time to time
"Bank Guarantee " the bank guarantee for the Subscription
Price which is to be procured by Hunch
pursuant to the provisions of the Subscription
Agreement
"Board" or "Directors" the directors of the Company as at the
date of this document
"CAGR" compounded annual growth rate
"Cenkos Securities" Cenkos Securities plc
"Company" Mercantile Ports & Logistics Limited
"Consolidation" the proposed consolidation of the Company's
ordinary share capital pursuant to which
every 100 Existing Ordinary Shares and
New Ordinary Shares will be consolidated
into 1 New Consolidated Ordinary Share
pursuant to Resolution 2 as set out in
the Notice of General Meeting
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in the CREST Regulations)
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the
CREST Manual)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a
sponsored member
"Enlarged Share Capital" the entire issued share capital of the
Company following completion of the Placing,
PrimaryBid Offer and Subscription on
Admission, assuming the Placing and PrimaryBid
Offer are each fully subscribed, that
all of the Subscription Shares are issued
and including [--] New Ordinary Shares
to be subscribed for by Cenkos Securities
out of part of the commission payable
to them by the Company under the Placing
Agreement
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary Shares" the 1,905,022,123 Ordinary Shares in
issue on the date of this document
"Fractional Entitlement" a fractional entitlement to a New Ordinary
Share arising on the Consolidation
"Facility" the completed Logistics Park and Multi-purpose
Terminal
"FCA" the Financial Conduct Authority of the
UK
"Form of Proxy" the form of proxy for use in relation
to the General Meeting enclosed with
this document
"FSMA" Financial Services and Markets Act 2000
(as amended)
"GDP" gross domestic product
"General Meeting" the Extraordinary General Meeting of
the Company, convened for 11.00 a.m.
on [9] September 2021 or at any adjournment
thereof, notice of which is set out at
the end of this document
"Group" the Company and its subsidiaries
"Hunch Ventures" Hunch Ventures and Investment Private
Limited, a company incorporated in India,
with company registration number 289161
and whose registered office is at 5 Ground
Floor, Plot No. 09 Copia Corporate Suites,
Jasola New Delhi, South Delhi DL 110044,
India
"India" the Republic of India
"JNPT" Jawaharlal Nehru Port Trust
"Karanja" the Project Land
"KTLPL" Karanja Terminal and Logistics Private
Limited, a company incorporated under
the provisions of the Companies Act ,1956
of India, having its registered office
at Hermes Atrium, Office No. 411, 04(th)
Floor, A-Wing, Plot No. 57, Sector No.
11, CBD, Belapur, Navi Mumbai, Thane
- 400614, and being a subsidiary of the
Company
"Logistics Park" the logistics park being developed by
the Group on the Project Land
"London Stock Exchange" the London Stock Exchange plc
"Major Port" each of the 12 ports located in India
designated as 'Major Ports' by India's
Ministry of Shipping
"Minor Port" any port located in India which is not
a Major Port
"MMB" Maharashtra Maritime Board
"Mumbai Trans-Harbour the proposed 22 kilometre freeway grade
Link" road bridge connecting Mumbai with Navi
Mumbai, its satellite city
"New Consolidated Ordinary the [--] new consolidated ordinary shares
Shares" of no par value each in the capital of
the Company following the Consolidation
"New Ordinary Shares" the [--] new ordinary shares of no par
value each in the capital of the Company
to be issued pursuant to the Placing,
Subscription and PrimaryBid Offer
"Notice of General Meeting" the notice convening the General Meeting
as set out at the end of this document
"Offer Price" 0.45 pence per New Ordinary Share
"Ordinary Shares" ordinary shares of no par value each
in the capital of the Company
"Overseas Shareholders" a Shareholder with a registered address
outside the United Kingdom or who is
a citizen of, or incorporated, registered
or otherwise resident in, a country outside
the United Kingdom
"Placees" subscribers for Placing Shares
"Placing" the placing by the Company of the Placing
Shares with certain institutional and
other investors pursuant to the Placing
Agreement
"Placing Agreement" the agreement entered into between the
Company, Cenkos Securities and Zeus Capital
in respect of the Placing dated [19]
August 2021, as described in this document
"Placing Shares" the [--] New Ordinary Shares the subject
of the Placing
"Project Land" the c.1.62 Mn SQM (approximately 400
acres) of land with a sea frontage of
approximately 2,000 metres at Karanja
Creek, Chanje Village, Taluka Uran, District
Raigad, Maharashtra, India as described
in the Deed of Lease
"PrimaryBid Offer" the offer of New Ordinary Shares to be
issued pursuant to the PrimaryBid Offer
at the Offer Price
"PrimaryBid Shares" the [--] New Ordinary Shares to be issued
pursuant to the PrimaryBid Offer at the
Offer Price
"Registrars" Link Market Services (Guernsey) Limited
"Regulatory Information has the meaning given in the AIM Rules
Service" for Companies
"Resolutions" the ordinary and special resolutions
to be proposed at the General Meeting,
as set out in the Notice of the General
Meeting
"Rupees" or "Rs" Indian Rupees, the legal currency of
India
"Securities Act" US Securities Act of 1933 (as amended)
"Share Consolidation" the proposed consolidation of the Company's
ordinary share capital pursuant to which
every 100 Existing Ordinary Shares and
New Ordinary Shares will be consolidated
into 1 New Consolidated Ordinary Share
pursuant to Resolution 2 as set out in
the Notice of General Meeting
"Shareholders" the holders of Existing Ordinary Shares
"Subscription" the subscription for Subscription Shares
pursuant to the terms of the Subscription
Agreement
"Subscription Agreement" the subscription and relationship agreement
entered into on or around [19] August
2021 between Hunch Ventures, the Company
and Cenkos Securities in respect of both
the Subscription and the relationship
between the Company and Hunch Ventures
following Admission
"Subscription Price" GBP3,454,300, being the aggregate subscription
price payable in respect of the Subscription
Shares at the Offer Price
"Subscription Shares" the aggregate of 767,622,222 New Ordinary
Shares to be issued by the Company under
the terms of the Subscription Agreement
"Transaction" the Placing, the PrimaryBid Offer, the
Subscription and the Consolidation
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"United States", "United the United States of America, its territories
States of America" or and possessions, any State of the United
"US" States, and the District of Columbia
"Zeus Capital" Zeus Capital Limited
APPIX II - TERMS AND CONDITIONS OF THE PLACING
The terms and conditions contained in this Announcement,
including this Appendix (together the "Announcement") (the "Terms
and Conditions") and the information comprising this Announcement
are restricted and are not for publication, release or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Canada, Australia, New Zealand, the
Republic of South Africa, or Japan, or any other state or
jurisdiction in which such release, publication or distribution
would be unlawful. The Terms and Conditions and the information
contained herein is not intended to and does not contain or
constitute an offer of, or the solicitation of an offer to buy or
subscribe for, securities to any person in the United States,
Canada, Australia, New Zealand, the Republic of South Africa or
Japan, or any other state or jurisdiction in which such an offer
would be unlawful.
Important information for invited Placees only regarding the
Placing
Members of the public are not eligible to take part in the
Placing. This Announcement and the Terms and Conditions set out in
this Announcement are for information purposes only and are
directed only at persons in Member States who are "qualified
investors" in such Member State within the meaning of Article 2(e)
of the EU Prospectus Regulation or the United Kingdom within the
meaning of the UK Prospectus Regulation ("Qualified Investors"). In
addition, in the United Kingdom, this Announcement and the Terms
and Conditions are directed only at (i) Qualified Investors who
have professional experience in matters relating to investments
falling within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO"), and/or (ii) Qualified Investors who are high
net worth companies, unincorporated associations or other bodies
within the meaning of Article 49(2)(a) to (d) of the FPO; and/or
(iii) persons to whom it may otherwise be lawfully communicated
(each a "Relevant Person"). No other person should act or rely on
this Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
Terms and Conditions each Placee represents and agrees that it is a
Relevant Person. This Announcement and the Terms and Conditions set
out herein must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which
this Announcement and the Terms and Conditions set out herein
relate 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.
The Placing Shares have not been and will not be registered
under the US Securities Act or under the applicable securities laws
of any state or other jurisdiction of the United States, and may
not be offered, sold, taken up, resold, transferred or delivered,
directly or indirectly within, into or in the United States, except
pursuant to an applicable exemption from the registration
requirements of the US Securities Act and in compliance with the
securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offer of the Placing Shares
in the United States. The Placing Shares are being offered and sold
only outside the United States in "offshore transactions" as
defined in, and in accordance with Regulation S of the US
Securities Act ("Regulation S").
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 the adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
This Announcement does not constitute an offer to sell or issue,
or the solicitation of an offer to buy or subscribe for, securities
in any jurisdiction in which such offer or solicitation is unlawful
and, in particular, is not for publication or distribution in or
into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan, nor in any country or territory
where to do so may contravene local securities laws or regulations.
The distribution of this Announcement (or any part of it or any
information contained within it) in other jurisdictions may be
restricted by law and therefore persons into whose possession this
Announcement (or any part of it or any information contained within
it) comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities law of any such
jurisdictions. The Ordinary Shares have not been and will not be
registered under the US Securities Act nor under the applicable
securities laws of any state of the United States or any province
or territory of Canada, Australia, New Zealand, the Republic of
South Africa or Japan. Accordingly, the Shares may not be offered
or sold directly or indirectly in or into or from the United
States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan or to any resident of the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan. No
public offering of securities is being made in the United States.
The Shares have not been approved or disapproved by the US
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 or endorsed the
accuracy or adequacy of this Announcement. Any representation to
the contrary is a criminal offence in the United States.
Each Placee should consult with its own advisers as to legal,
tax, business, financial and related aspects of a purchase of
and/or subscription for the Placing Shares.
Each Placee will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on these
terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in these
terms and conditions. In particular each such Placee represents,
warrants and acknowledges to each of the Company and the Brokers
that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will purchase and/or subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
(b) it is acquiring the Placing Shares for its own account or
acquiring the Placing Shares for an account with respect to which
it has sole investment discretion and has the authority to make,
and does make the representations, warranties, indemnities,
acknowledgments, undertakings and agreements contained in this
Announcement;
(c) in the case of any Placing Shares subscribed for by it as a
financial intermediary as that term is used in Article 5 of the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable), any Placing Shares purchased and/or subscribed for by
it in the Placing will not be subscribed for and/or purchased on a
non-discretionary basis on behalf of, nor will they be subscribed
for and/or purchased with a view to their offer or resale to,
persons in a Member State or the United Kingdom (as applicable)
other than Qualified Investors, or in circumstances which may give
rise to an offer of securities to the public other than an offer or
resale in the United Kingdom or in a Member State to Qualified
Investors, or in circumstances in which the prior consent of the
Brokers has been given to each such proposed offer or resale;
and
(d) it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement;
and
(e) it is not a US Person (as defined in, and in accordance with
Regulation S) and it, and any accounts it represents, (i) is, or at
the time the Placing Shares are acquired will be, outside the
United States and is not acquiring the Placing Shares for the
account or benefit of any US Person (as defined in, and in
accordance with Regulation S) or any other person located in the
United States, (ii) is acquiring the Placing Shares in an "offshore
transaction" (as defined in, and in accordance with Regulation S)
and (iii) will not offer or sell, directly or indirectly, any of
the Placing Shares except in an "offshore transaction" as defined
in, and in accordance with Regulation S or in the United States
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements under the US Securities Act.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement, of which these terms and conditions form
part, should seek appropriate advice before taking any action.
Neither Cenkos Securities plc ("Cenkos Securities") or Zeus
Capital Limited ("Zeus Capital", and Cenkos Securities and Zeus
Capital being referred to together as the "Brokers") nor any of
their affiliates, agents, directors, officers or employees, make
any representation to any Placees regarding an investment in the
Placing Shares.
Introduction
Each of Cenkos Securities and Zeus Capital, as applicable, may
require a Placee to agree to such further terms and/or conditions
and/or give such additional warranties and/or representations
and/or undertakings as it (in its absolute discretion) sees fit
and/or may require any such Placee to execute a separate placing
letter (for the purposes of this Announcement, a "Placing Letter").
The terms of this Announcement will, where applicable, be deemed to
be incorporated into that Placing Letter.
Details of the Placing
The Brokers have entered into the Placing Agreement with the
Company, under which the Brokers have agreed, on the terms and
subject to the conditions set out therein, and undertaken to use
their reasonable endeavours to procure, as the Company's agents for
the purpose of the Placing, subscribers for the Placing Shares at
the Placing Price.
The Placing is conditional upon, amongst other things, Admission
becoming effective and the Placing Agreement not being terminated
in accordance with its terms, as detailed further below.
The Placing Shares are and will be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the
Placing Shares to the relevant Placees.
Application for admission to trading
The Application has been or will be made to the London Stock
Exchange for Admission of the Placing Shares .
The Placing is conditional and is subject to, inter alia,
Shareholder approval at the General Meeting. Should the conditions
not be satisfied, Admission will not occur.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Proposals and no such prospectus is required (in
accordance with the UK Prospectus Regulation and/or the EU
Prospectus Regulation) to be published and Placees' commitments
will be made solely on the basis of the information contained in
this Announcement released by the Company today and subject to the
further terms set forth in the trade confirmation or contract note
to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and all other publicly
available information previously or simultaneously published by the
Company by notification to a Regulatory Information Service or
otherwise filed by the Company is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any other information, representation, warranty, or statement made
by or on behalf of the Company, Cenkos Securities or Zeus Capital,
or any other person and none of the Company, Cenkos Securities or
Zeus Capital, or any of their respective affiliates 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. 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. Nothing in this paragraph should
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Bookbuild
The Brokers will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine both demand
by Placees for participation in the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Brokers and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. Each of Cenkos Securities or Zeus Capital, (whether through
itself or any of its affiliates) is arranging the Placing as
placing agent and broker of the Company for the purpose of each
using its reasonable endeavours to procure Placees at the Placing
Price for the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
either Cenkos Securities and Zeus Capital. Cenkos Securities and
Zeus Capital, and/or their respective affiliates may participate in
the Placing as principals (and are each entitled to enter bids as
principal in the Bookbuild).
3. The Bookbuild will establish the number of Placing Shares to
be issued and will be agreed between the Brokers and the Company
following completion of the Bookbuild in respect of the Placing
Shares and will be recorded in a term sheet entered into between
them (the "Term Sheet"). The number of Placing Shares and to be
issued and the Placing Price will be announced on a Regulatory News
Service following completion of the Bookbuild.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at either
of the Brokers. Each bid should state the number of Placing Shares
for which the prospective Placee wishes to subscribe. Bids may be
scaled down by the Brokers on the basis referred to in paragraph 13
below.
5. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and except with the
Brokers' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Company and the Brokers, to pay to them (or as the Brokers may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares that such Placee has
agreed to subscribe for and the Company has agreed to allot and
issue to that Placee. Each prospective Placee's obligations will be
owed to the Company and the Brokers.
6. The Bookbuild in respect of the Placing is expected to close
no later than 7.00 a.m. on 20 August 2021, but the Bookbuild may be
closed earlier or later at the discretion of the Brokers and the
Company. The Brokers may, in agreement with the Company, accept
bids, either in whole or in part, that are received after the
Bookbuild has closed.
7. This Announcement 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.
8. Each Placee's commitment will be made solely on the basis of
the information set out in Announcement . By participating in the
Placing, Placees will be deemed to have read and understood these
Terms and Conditions and the rest of this Announcement in its
entirety and to be participating and making an offer for the
Placing Shares on these terms and conditions. Each Placee will be
deemed to have read and understood these Terms and Conditions in
their entirety and to be making such offer on the Terms and
Conditions and to be providing the representations, warranties and
acknowledgements and undertakings contained in these Terms and
Conditions.
9. The Placing Price will be a fixed price of 0.45 pence per Placing Share.
10. An offer for Placing Shares, which has been communicated by
a prospective Placee to Cenkos Securities or Zeus Capital , shall
not be capable of withdrawal or revocation without the consent of
Cenkos Securities or Zeus Capital (as applicable).
11. Each Placee's allocation will be confirmed to Placees orally
or in writing by Cenkos Securities or Zeus Capital as soon as
practicable following the close of the Bookbuild. The terms of this
Announcement will be deemed incorporated by reference therein. The
oral or written confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of Cenkos Securities or
Zeus Capital (as applicable), and the Company, under which it
agrees to subscribe for and/or acquire the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions
set out in this Announcement and in accordance with the Company's
articles of association. Except as required by law or regulation,
no press release or other announcement will be made Cenkos
Securities, Zeus Capital, 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.
12. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Cenkos Securities or Zeus Capital
(as agent for the Company), as applicable, to pay in cleared funds
immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to take up.
13. The Brokers may choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as they may determine. The Brokers may also, notwithstanding
paragraphs 4 and 5 above, and subject to prior agreement with the
Company, allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time The
Company reserves the right (upon agreement with the Brokers) to
reduce or seek to increase the amount to be raised pursuant to the
Placing at its discretion.
14. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares under the Placing will be required to be made at the times
and on the basis explained below under "Registration and
Settlement".
15. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of, amongst
other things, the conditions referred to below under "Conditions of
the Placing" and to the Placing Agreement not being terminated on
the basis referred to below under "Right to terminate under the
Placing Agreement".
16. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
17. To the fullest extent permissible by law, none of the
Company, Cenkos Securities or Zeus Capital, or any of their
respective affiliates shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise)
under these terms and conditions. In particular, none of the
Company, Cenkos Securities and Zeus Capital, or any of their
respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of Cenkos Securities and/or Zeus Capital's conduct of the
Bookbuild. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees,
and neither Cenkos Securities or Zeus Capital, shall have any
liability to Placees for the failure of the Company to fulfil those
obligations.
18. Cenkos Securities and Zeus Capital shall, following
consultation with, and on approval of such allocations by, the
Company, be entitled to allocate Placing Shares at their respective
discretions to Placees in respect of their allocations of Placing
Shares.
Conditions of the Placing
The Brokers' obligations under the Placing Agreement are
conditional on, inter alia:
(a) the Company procuring that the Circular and the Form of
Proxy are sent to each Shareholder who is entitled to receive
notice of the General Meeting subject to such exceptions as are
permitted by the Companies Act and the Company's articles of
association;
(b) Resolutions 1 and 3 at the General Meeting having been duly
passed by the requisite majority;
(c) the Company allotting, subject only to Admission, the
Placing Shares and the Subscription Shares in accordance with the
Placing Agreement; and
(d) Admission of the Placing Shares taking place not later than
8.00 a.m. on 10 September 2021 (or such later date as the Company
and the Brokers may agree being not later than 8.30 a.m. on 30
September 2021).
The Placing Agreement contains certain warranties and
representations from the Company and an indemnity from the Company
for the benefit of the the Brokers. The Placing Agreement contains
certain conditions to be satisfied (or, where permitted, waived or
extended in writing by the Brokers) on or prior to Admission,
including there having been no material adverse change, the
warranties being true and accurate and not misleading (in the
opinion of the Brokers) and the performance by the Company of its
obligations under the Placing Agreement.
None of the Company, the Directors, and the Brokers owes any
fiduciary duty to any Placee in respect of the representations,
warranties, undertakings or indemnities in the Placing
Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
waived by the Brokers by the time or date where specified (or such
later time or date as the Company, Cenkos Securities and Zeus
Capital may agree), or (ii) the Placing Agreement is terminated as
described below, the Placing will lapse and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
The Brokers may, in their respective absolute discretion, waive,
or extend the period for compliance with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
None of the Brokers nor the Company (as the case may be) 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 respective absolute discretions of the
Brokers.
Right to terminate under the Placing Agreement
The Brokers may, jointly or separately, in their respective
absolute discretions, at any time before Admission terminate the
Placing Agreement by giving notice to the Company and/or the other
as the case may be, in certain circumstances, including, inter
alia:
(a) in the opinion of any of Cenkos Securities and/or Zeus
Capital (acting in good faith), the warranties given by the Company
to Cenkos Securities and Zeus Capital are not true and accurate or
have become misleading (or would not be true and accurate or would
be misleading if they were repeated at any time before Admission)
by reference to the facts subsisting at the time when the notice
referred to above is given; or
(b) in the opinion of any of Cenkos Securities and/or Zeus
Capital (acting in good faith), that any statement made by the
Company contained in the Placing Documents has become or been
discovered to be untrue, inaccurate or misleading in any material
respect or that there has been a material omission therefrom
(c) in the opinion of any of Cenkos Securities and/or Zeus
Capital (acting in good faith), the Company fails to comply with
any of its obligations under the Placing Agreement and that failure
is material in the context of the Proposals; or
(d) in the opinion of any of the Cenkos Securities and/or Zeus
Capital (acting in good faith), there has been a development or
event (or any development or event involving a prospective change
of which the Company is, or might reasonably be expected to be,
aware) which will or is likely to have a material adverse effect on
the operations, condition (financial, operational, legal or
otherwise), prospects, management, results of operations, financial
position, business or general affairs of the Company or the Group,
or the Enlarged Group respectively, whether or not foreseeable and
whether or not arising in the ordinary course of business;
(e) there has been a change in national or international
financial, political, economic or stock market conditions (primary
or secondary); an incident of terrorism, outbreak or escalation of
hostilities, war, declaration of martial law or any other calamity
or crisis (including any material worsening in, or material
escalation in the response to, the COVID-19 pandemic); a suspension
or limitation in trading of securities generally on any stock
exchange or minimum or maximum prices for trading have been fixed
or a maximum range for prices has been required by any stock
exchange or by order of any regulatory or governmental authority;
any change in currency exchange rates or exchange controls or a
disruption of settlement systems or clearance services or a
material disruption in commercial banking, any declaration of a
banking moratorium, or any adverse change or prospective adverse
change of tax affecting the Shares or the allotment, issue,
delivery of transfer thereof; which taken solely or together with
any other matter set out herein, would be likely in the opinion of
either of the Cenkos Securities and/or Zeus Capital (acting in good
faith) to materially prejudice the success of the Placing; or
(f) if either Hunch Ventures and Investment Private Limited, the
Company and/or Cenkos Securities terminates or rescinds the
Subscription Agreement made between them, as applicable.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these Terms and Conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by either Cenkos Securities and/or Zeus Capital of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of either Cenkos
Securities and/or Zeus Capital, and that it need not make any
reference to Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or decision not to
exercise. Placees will have no rights against, Cenkos Securities
and/or Zeus Capital , the Company, nor any of their respective af
liates, directors or employees under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GG00B53M7D91) following Admission will take place within CREST.
Each Placee allocated Placing Shares in the Placing will be sent a
trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Cenkos Securities and Zeus Capital (as agent
for the Company), as applicable, and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
CREST or certificated settlement instructions that it has in place
with Cenkos Securities and Zeus Capital (as applicable).
The expected date of settlement in respect of the Placing Shares
will be communicated to you by Cenkos Securities or Zeus Capital
(as the case may be) and settlement will be in accordance with the
instructions set out in the trade 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 two percentage points above LIBOR as
determined by Cenkos Securities and/or Zeus Capital.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cenkos Securities or Zeus Capital may sell any
or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for Cenkos
Securities' or Zeus Capital's account and benefit (as agent for the
Company) as applicable, 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 Cenkos Securities or
Zeus Capital (as agent for the Company) as applicable, 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 to
Cenkos Securities or Zeus Capital, each Placee confers on Cenkos
Securities and Zeus Capital all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Cenkos Securities and/or Zeus Capital
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company, the Brokers,
namely that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Announcement, in its entirety and that
its subscription for and/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 in this Announcement and herein and not in
reliance on any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Company, the Placing, the
Acquisition or otherwise, other than the information contained in
this Announcement, and undertakes not to redistribute or duplicate
this Announcement or any part of it;
2. acknowledges that the content of this Announcement and, when
published, the Circular is exclusively the responsibility of the
Company, and that none of Cenkos Securities or Zeus Capital, nor
their respective affiliates or any person acting on either of their
behalves has or shall have any liability for any information,
representation or statement contained in this Announcement and,
when published, the Circular or any information previously or
concurrently published by or on behalf of the Company, and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement and, when published, the Circular or otherwise.
Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares and that it has neither received nor
relied on any other information given or representations,
warranties or statements made by the Brokers, the Company, or any
of their respective directors, officers or employees or any person
acting on behalf of any of them, or, if received, it has not relied
upon any such information, representations, warranties or
statements (including any management presentation that may have
been received by any prospective Placee or any material prepared by
the research department of either the Cenkos Securities or Zeus
Capital (the views of such research departments not representing
and being independent from those of the Company and the respective
corporate finance departments of Cenkos Securities and Zeus Capital
and not being attributable to the same)), and neither Cenkos
Securities and Zeus Capital, nor the Company will be liable for any
Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial
or other position of the Company in deciding to participate in the
Placing and it will not rely on any investigation that Cenkos
Securities and/or Zeus Capital, their affiliates or any other
person acting on its or their behalf has or may have conducted;
3. acknowledges that none of the Brokers, the Company nor any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Cenkos Securities, Zeus
Capital, the Company, their respective affiliates or any person
acting on behalf of any of them to provide it with any such
information and acknowledge that they have read and understood this
Announcement;
4. acknowledges that no offering document or prospectus 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;
5. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
6. acknowledges that neither Cenkos Securities nor Zeus Capital
has any duties or responsibilities to it, or its clients, similar
or comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook in the FCA's Handbook
of Rules and Guidance and that neither Cenkos Securities nor Zeus
Capital is acting for them or their clients and that each of Cenkos
Securities and Zeus Capital will not be responsible for providing
protections to it or its clients;
7. has the funds available to pay in full for the Placing Shares
for which it has agreed to subscribe and/or purchase and that it
will pay the total amount due by it in accordance with the terms
set out in this Announcement and, as applicable, as set out in the
trade settlement or the contract note on the due time and date;
8. acknowledges that Cenkos Securities, Zeus Capital nor any of
their affiliates or any person acting on behalf of either Cenkos
Securities or Zeus Capital or any such affiliate has or shall have
any liability for this Announcement and, when published, the
Admission Document, any publicly available or filed information or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
9. acknowledges that none of Cenkos Securities, Zeus Capital,
the ultimate holding company of either Cenkos Securities or Zeus
Capital nor any direct or indirect subsidiary undertakings of such
holding company, nor any of their respective directors and
employees shall be liable to Placees for any matter arising out of
Cenkos Securities' and Zeus Capitals role as placing agent (where
applicable) or otherwise in connection with the Placing and that
where any such liability nevertheless arises as a matter of law
each Placee will immediately waive any claim against any of such
persons which it may have in respect thereof;
10. understands, and each account it represents has been advised
that (i) the Placing Shares have not been and will not be
registered under the US Securities Act or under the securities laws
of any state or other jurisdiction of the United States and are
being offered in a transaction not involving any public offering in
the United States, (ii) the Placing Shares are being offered and
sold pursuant to Regulation S under the US Securities Act or in a
transaction exempt from or not subject to the registration
requirements under the US Securities Act; and (iii) the Placing
Shares may not be reoffered, resold, pledged or otherwise
transferred except in accordance with Regulation S under the US
Securities Act or pursuant to an exemption from or in a transaction
not subject to the registration requirements under the US
Securities Act;
11. represents and warrants that it is not a US Person (as
defined in, and in accordance with Regulation S) and that it, and
any accounts it represents, (i) is, or at the time the Placing
Shares are acquired will be, outside the United States and is not
acquiring the Placing Shares for the account or benefit of any US
Person or any other person located in the United States, (ii) is
acquiring the Placing Shares in an "offshore transaction" (as
defined in, and in accordance with Regulation S) and (iii) will not
offer or sell, directly or indirectly, any of the Placing Shares
except in an "offshore transaction" as defined in, and in
accordance with Regulation S or in the United States pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements under the US Securities Act;
12. will not distribute, forward, transfer or otherwise transmit
this Announcement and, when published, the Admission Document, any
information contained within it or any other materials concerning
the Placing (including any electronic copies thereof), in or into
the United States;
13. acknowledges that the offer of the Placing Shares may
involve tax consequences, and that the contents of this
Announcement and, when published, the Circular do not contain tax
advice or information. The Placee acknowledges that it must retain
its own professional advisors to evaluate the tax, financial and
any and all other consequences of an investment in the Placing
Shares;
14. represents and warrants that it will notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer and resale;
15. unless otherwise specifically agreed in writing with Cenkos
Securities and/or Zeus Capital, represents and warrants that
neither it nor the beneficial owner of such Placing Shares will be
a resident of the United States, Canada, Australia, New Zealand,
Japan or the Republic of South Africa or any other jurisdiction in
which it is unlawful to make or accept an offer to acquire the
Placing Shares;
16. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Canada, Australia, New Zealand, Japan or the Republic of
South Africa or any other jurisdiction in which it is unlawful to
make or accept an offer to acquire the Placing Shares and, subject
to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
17. represents and warrants that the issue or transfer to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
18. represents and warrants that: (i) it has complied with its
obligations under the Criminal Justice Act 1993 and MAR; (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 (as amended) or any
economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to Cenkos Securities and/or Zeus Capital such
evidence, if any, as to the identity or location or legal status of
any person which Cenkos Securities and/or Zeus Capital 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 Cenkos Securities
and/or Zeus Capital 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 Cenkos Securities and/or Zeus Capital
may decide in their sole discretion;
19. represents and warrants that it is acquiring the Placing
Shares for its own account or acquiring the Placing Shares for an
account with respect to which it has sole investment discretion and
has the authority to make, and does make the representations,
warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement ;
20. if it is a financial intermediary, as that term is used in
Article 5 of the Prospectus Regulation or the UK Prospectus
Regulation (as applicable), represents and warrants that the
Placing Shares subscribed for and/or purchased by it in the Placing
will not be subscribed for and/or purchased on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in the United Kingdom or in a Member
State (as applicable) in circumstances which may give rise to an
offer to the public other than an offer or resale in the United
Kingdom or in a Member State to Qualified Investors, or in
circumstances in which the prior consent of Cenkos Securities
and/or Zeus Capital has been given to each such proposed offer or
resale;
21. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons prior to
Admission except to persons whose ordinary activities involve them
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in, and which will not
result in, an offer to the public in the United Kingdom,
Switzerland or a Member State;
22. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of 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;
23. represents and warrants that it has complied and will comply
with all applicable provisions of MAR with respect to anything done
by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom or the European Economic Area (as
applicable);
24. unless otherwise specifically agreed with Cenkos Securities
and/or Zeus Capital in writing, represents and warrants that it is
a Qualified Investor;
25. represents and warrants that it is a person: (i) who has
professional experience in matters relating to investments falling
within Article 19(1) of the FPO; or (ii) falling within Article
49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the FPO; or (iii) are persons to whom it
may otherwise be lawfully communicated;
26. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the
date of such Placee's agreement to subscribe for and/or purchase
Placing Shares under the Placing and will not be any such person on
the date that such subscription and/or purchase is accepted;
27. is aware of and acknowledges that it is required to comply
with all applicable provisions of FSMA with respect to anything
done by it in, from or otherwise involving, the United Kingdom;
28. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and/or acquire the Placing
Shares under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and
authorities and taken any other necessary actions to enable it to
commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations;
29. where it is subscribing for and/or acquiring Placing Shares
for one or more managed accounts, represents and warrants that it
is authorised in writing by each managed account: (a) to subscribe
for and/or acquire the Placing Shares for each managed account; (b)
to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Announcement,
of which this Announcement forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by Cenkos Securities and/or Zeus Capital;
30. undertakes that it (and any person acting on its behalf)
will make payment to Cenkos Securities and/or Zeus Capital for the
Placing Shares allocated to it in accordance with this
Announcement, including this Announcement, on the due time and date
as will be notified to it by Cenkos Securities and/or Zeus Capital,
failing which the relevant Placing Shares may be placed with other
parties or sold as Cenkos Securities and/or Zeus Capital (as the
case may be) may in their sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify Cenkos Securities and/or Zeus Capital (as the case may
be) on demand for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear the liability for any stamp duty or stamp duty reserve tax
or security transfer tax (together with any interest or penalties
due pursuant to or referred to in these terms and conditions) which
may arise upon the placing or sale of such Placee's Placing Shares
on its behalf;
31. acknowledges that none of Cenkos Securities, Zeus Capital,
any of their affiliates, or any person acting on behalf of either
Cenkos Securities or Zeus Capital or any such affiliate, is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be treated for these purposes as a client of
Cenkos Securities and/or Zeus Capital and that neither Cenkos
Securities nor Zeus Capital have any duties or responsibilities to
it for providing the protections afforded to their clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
32. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. None of Cenkos Securities,
Zeus Capital nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company, Cenkos Securities and Zeus Capital
in respect of the same;
33. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter (including non-contractual
matters) arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company, Cenkos Securities and/or Zeus Capital 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;
34. acknowledges that time shall be of the essence as regards to
its obligations pursuant to this Announcement;
35. agrees that the Company, Cenkos Securities and/or Zeus
Capital and their respective affiliates and others will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given to
Cenkos Securities and/or Zeus Capital on their own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement and, when published, the
Admission Document, or a copy thereof to any interested party in
any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby;
36. agrees to indemnify on an on demand, after-tax basis and
hold, the Company, Cenkos Securities and Zeus Capital 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 Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
37. acknowledges that no action has been or will be taken by any
of the Company, Cenkos Securities, Zeus Capital or any person
acting on behalf of the Company, Cenkos Securities or Zeus Capital
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
38. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for and/or acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and in this sector and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
39. acknowledges that its commitment to subscribe for and/or
purchase Placing Shares on the terms set out herein and in the
trade confirmation or contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing;
40. acknowledges that Cenkos Securities and/or Zeus Capital or
any of their affiliates acting as an investor for its own account
may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares and may offer or
sell such shares other than in connection with the Placing;
41. represents and warrants that, if it is a pension fund or
investment company, its subscription and/or purchase of Placing
Shares is in full compliance with all applicable laws and
regulation;
42. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
this Announcement;
43. acknowledges that the allocation of Placing Shares (in
respect of the Placing shall be determined by Cenkos Securities and
Zeus Capital after consultation with, and the approval of the
Company, Cenkos Securities and Zeus Capital may scale back any
placing commitment on such basis as they, with the approval of the
Company, may determine (which may not be the same for each
Placee);
44. irrevocably appoints any Director and any director or duly
authorised employee or agent of Cenkos Securities or Zeus Capital
to be its agent and on its behalf (without any obligation or duty
to do so), to sign, execute and deliver any documents and do all
acts, matters and things as may be necessary for, or incidental to,
its subscription for and/or purchase of all or any of the Placing
Shares allocated to it in the event of its own failure to do
so;
45. the Company reserves the right to make inquiries of any
holder of the Placing Shares or interests therein at any time as to
such person's status under the U.S. federal securities laws and to
require any such person that has not satisfied the Company that
holding by such person will not violate or require registration
under the U.S. securities laws to transfer such Placing Shares or
interests in accordance with the Articles (as amended from time to
time);
46. if it is acting as a "distributor" (for the purposes of UK
MiFIR Product Governance Requirements):
(1) it acknowledges that the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of Chapters 9A or 10A respectively of the FCA Handbook
Conduct of Business Sourcebook; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares and
each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels;
(2) notwithstanding any Target Market Assessment undertaken it
confirms that, other than where it is providing an execution-only
service to investors, it has satisfied itself as to the appropriate
knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to
distribute the Placing Shares and that it has considered the
compatibility of the risk/reward profile of such Placing Shares
with the end target market; and
(3) it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom; and
47. the Company , Cenkos Securities and Zeus Capital will rely
upon the truth and accuracy of the foregoing representations,
warranties, undertakings and acknowledgements. The Placee agrees to
indemnify on an on demand, after-tax basis and hold each of, the
Company, Cenkos Securities and Zeus Capital and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of any
breach of the representations, warranties, undertakings, agreements
and acknowledgements in this Announcement.
The representations, warranties, acknowledgments and
undertakings contained in this Announcement are given to Cenkos
Securities, Zeus Capital, the Company (as the case may be) and are
irrevocable and shall not be capable of termination in any
circumstances.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription and/or purchase 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 and/or purchase 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 and/or
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 subsequent dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company, nor Cenkos Securities nor Zeus Capital 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 on demand,
after-tax basis and to hold harmless the Company, Cenkos Securities
and Zeus Capital in the event that any of the Company, Cenkos
Securities or Zeus Capital has incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Cenkos Securities
and/or Zeus Capital 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 and/or purchase
by them of any Placing Shares or the agreement by them to subscribe
for and/or purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Cenkos Securities nor Zeus Capital owes
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Cenkos Securities or Zeus Capital, any money held in
an account with Cenkos Securities and/or Zeus Capital on behalf of
the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules. As a consequence, this money will not be
segregated from Cenkos Securities or Zeus Capital money in
accordance with the client money rules and will be used by Cenkos
Securities or Zeus Capital in the course of its own business and
the Placee will rank only as a general creditor of Cenkos
Securities or Zeus Capital.
All times and dates in this Circular may be subject to
amendment. Cenkos Securities and/or Zeus Capital shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Supply and disclosure of information
If the Brokers or the Company or any of their agents request any
information about a Placee's agreement to subscribe for and/or
acquire Placing Shares under the Placing, such Placee must promptly
disclose it to them and ensure that such information is complete
and accurate in all respects.
Data protection
Each Placee acknowledges that it has been informed that,
pursuant to GDPR the Company and/or the Registrar will, hold
personal data (as defined in GDPR) relating to past and present
Shareholders. Personal data will be retained on record for a period
exceeding seven years after it is no longer used (subject to any
limitations on retention periods set out in applicable law). The
Registrar will process such personal data at all times in
compliance with GDPR and shall only process for the purposes set
out in the Company's privacy notice (the "Purposes") which is
available for consultation on the Company's website at
www.mercpl.com (the "Privacy Notice") which include to:
(a) process its personal data to the extent and in such manner
as is necessary for the performance of its obligations under its
respective service contracts, including as required by or in
connection with the Placee's holding of Placing Shares, including
processing personal data in connection with credit and anti-money
laundering checks on it;
(b) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Placing
Shares;
(c) comply with the legal and regulatory obligations of the
Company and/or the Registrar; and
(d) process its personal data for the Registrar's internal administration.
Where necessary to fulfil the Purposes, the Company will
disclose personal data to:
(a) third parties located outside of the United Kingdom if
necessary for the Registrar to perform its functions, or when it is
within its legitimate interests, and in particular in connection
with the holding of Placing Shares; or
(b) its affiliates, the Registrar and their respective
associates, some of which may be located outside the United
Kingdom.
Any sharing of personal data between parties will be carried out
in compliance with the GDPR and as set out in the Privacy
Notice.
Becoming registered as a holder of Placing Shares, a person
becomes a data subject (as defined under GDPR). In providing the
Registrar with information, the Placee hereby represents and
warrants to the Company and the Registrar that: (i) it complies in
all material aspects with its data controller obligations under
GDPR, and in particular, it has notified any data subject of the
Purposes for which personal data will be used and by which parties
it will be used and it has provided a copy of the Privacy Notice;
and (ii) where consent is legally competent and/or required under
GDPR the Placee has obtained the consent of any data subject to the
Company, the Registrar and their respective affiliates and group
companies, holding and using their personal data for the Purposes
(including the explicit consent of the data subjects for the
processing of any sensitive personal data for the Purposes).
Each Placee acknowledges that by submitting personal data to the
Registrar (acting for and on behalf of the Company) where the
Placee is a natural person he or she has read and understood the
terms of the Privacy Notice.
Each Placee acknowledges that by submitting personal data to the
Registrar (acting for and on behalf of the Company) where the
Placee is not a natural person it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Placee may
act or whose personal data will be disclosed to the Company as a
result of the Placee agreeing to subscribe for and/or purchase
Placing Shares; and
(b) the Placee has complied in all other respects with all
applicable data protection legislation in respect of disclosure and
provision of personal data to the Company.
Where the Placee acts for or on account of an underlying data
subject or otherwise discloses the personal data of an underlying
data subject, he/she/it shall, in respect of the personal data it
processes in relation to or arising in relation to the Placing:
(a) comply with all applicable data protection legislation;
(b) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
(c) if required, agree with the Company and the Registrar, the
responsibilities of each such entity as regards relevant data
subjects' rights and notice requirements; and
(d) immediately on demand, fully indemnify each of the Company
and the Registrar and keep them fully and effectively indemnified
against all costs, demands, claims, expenses (including legal costs
and disbursements on a full indemnity basis), losses (including
indirect losses and loss of profits, business and reputation),
actions, proceedings and liabilities of whatsoever nature arising
from or incurred by the Company and/or the Registrar in connection
with any failure by the Placee to comply with the provisions set
out above.
Miscellaneous
The rights and remedies of the Brokers and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
On application, if a Placee is an individual, that Placee may be
asked to disclose in writing or orally his nationality. If a Placee
is a discretionary fund manager, that Placee may be asked to
disclose in writing or orally the jurisdiction in which its funds
are managed or owned. All documents provided in connection with the
Placing will be sent at the Placee's risk. They may be sent by post
to such Placee at an address notified by such Placee to the Brokers
.
Each Placee agrees to be bound by the Articles (as amended from
time to time) once the Placing Shares which the Placee has agreed
to subscribe for and/or acquire pursuant to the Placing have been
acquired by the Placee. The contract to subscribe for and/or
acquire Placing Shares under the Placing and the appointments and
authorities mentioned in this Announcement will be governed by, and
construed in accordance with, the laws of England and Wales. For
the exclusive benefit of the the Brokers and the Company, each
Placee irrevocably submits to the jurisdiction of the courts of
England and Wales and waives any objection to proceedings in any
such court on the ground of venue or on the ground that proceedings
have been brought in an inconvenient forum. This does not prevent
an action being taken against a Placee in any other
jurisdiction.
In the case of a joint agreement to subscribe for and/or acquire
Placing Shares under the Placing, references to a Placee in these
terms and conditions are to each of the Placees who are a party to
that joint agreement and their liability is joint and several.
The Brokers and the Company expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations are determined. The
Placing is subject to the satisfaction of the conditions contained
in the Placing Agreement and to the Placing Agreement not having
been terminated.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEPLMATMTMBBLB
(END) Dow Jones Newswires
August 19, 2021 11:35 ET (15:35 GMT)
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