TIDMAFRN
RNS Number : 0071H
Aferian PLC
24 July 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR
CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU. IN
ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
24 July 2023
Aferian plc
("Aferian", the "Company, the "Group")
Proposed Placing to raise up to US$4.0m
Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions
company, announces a proposed placing (the "Placing") to raise up
to approximately US$4.0m (before expenses) through the issue of new
Ordinary Shares ("Placing Shares") representing up to approximately
30.0% of the Company's issued share capital, at a placing price of
12 pence per new Ordinary Share ("Placing Price"). In addition,
certain directors and senior executives of the Company and their
connected persons intend to participate in the Placing. The Placing
is being conducted through an accelerated Bookbuild to
institutional shareholders. The Placing will be launched
immediately following release of this announcement and will be
conducted in accordance with the terms and conditions set out in
the Appendix to this announcement (this announcement and the
Appendix together the "Announcement").
Highlights
-- Intention to raise up to approximately US$4.0m (before expenses) through the issue of new
Ordinary Shares via an accelerated bookbuild to institutional shareholders.
-- Net proceeds of the Placing to be used for general working capital replacing the need for
further drawdown of the Group's existing shareholder loan from Kestrel, of which GBP2.125m
remains committed but undrawn.
-- The Directors consider that the proposed Placing will provide adequate headroom over the Group's
banking covenants.
-- Large-scale restructuring of the Amino and 24i divisions is largely complete, generating $8.0m
of annualised cost savings. The Group expects to save a total of $3.4m operating costs and
$1.5m capital expenditure in the current financial year.
-- The poor trading conditions at Amino caused by customer destocking at a time of interest rate
rises resulted in an excess inventory balance of $8.6m as at 31 May 2023. The Amino inventory
balance is expected to reduce back to November FY21 levels in H1 2024.
-- The Amino division has been refocused on higher quality, higher margin Pay TV and digital
signage streaming devices incorporating the Group's software and Amino's SaaS device management
platform.
-- The strategy for 24i is unchanged with continued strong demand for 24i's streaming video solutions.
The division has an operational focus on profitability following the restructure.
-- The Group continues to trade in-line with the stated trading and outlook statement given on
28 June 2023 and the Board still anticipates that results for the year ending 30 November
2023 will show:
o Group software and services revenue growth of c. 10 to 15 per cent; and
o a positive material Adjusted EBITDA given the cost reduction actions already taken.
o Net debt is expected to reduce over the remainder of the current financial year as inventory
levels reduce.
Donald McGarva, Aferian's CEO, said:
"We continue to make demonstrable progress in our strategy to
shape Aferian into a higher visibility, higher quality revenue
generating business. This progress comes from continued, focused
execution against our plans to drive software and services growth
in the fast-growing streaming market served by 24i and to
concentrate on higher quality, higher margin streaming and device
management opportunities in Amino. Now, following decisive actions
to restructure our cost base, concentrate resources on higher
margin activities and de-risk our supply chains, we have an even
stronger platform on which to build and to grow.
Our intention through this proposed placing is to ensure we have
access to appropriate, diverse pools of working capital to fuel our
ambition. Following successful completion of the proposed Placing
we will not only retain the adequate headroom already secured over
our banking covenants, but also have access to capital solely
focused on initiatives to drive forward our advantage in the video
streaming market, which growing fast as streaming increasingly
becomes the most popular way to consume video."
Continued pursuit of stated growth strategy
Global revenue from internet-based video services are predicted
to hit US$235 billion by 2028 (source Statista) and 90 per cent. of
global internet users (aged 16-64) now watch TV via streaming (94%
for 16-24s) (source: Datareportal). Against this strong market
background, the Group's key ambition remains to become a
software-led company, capable of delivering increasing quality and
visibility of revenues. The Group's stated strategy is designed to
enable achievement of this ambition, with a focus on generating
growth of high margin software and services revenue, and an
additional focus on recurring revenue.
24i
Demand for 24i's video streaming platform remains strong.
Investments previously made in sales and marketing have delivered
results. The 24i management team, under its new leadership, is
focused on growing revenue and ARR at double digit percentages in
FY2023, whilst ensuring targeted R&D investment and improved
customer project scoping and pricing to increase profitability in
the second half of the financial year. This will ensure a better
balance between revenue growth and profitability going forward.
Amino
The device market is forecast to continue to grow, however, the
market has evolved with low-cost manufacturers meeting the needs of
many pay TV operators who, whilst needing to upgrade their services
to incorporate video streaming, remain focused on cost reduction.
Therefore, in order to target enhanced profitability Amino's focus
will be on delivering value to its customers through:
-- delivering higher quality, higher margin streaming
devices which can also be bundled with the Group's
Software-as-a-Service ("SaaS") device management platform,
Engage. This SaaS device management platform is also
integrated with third party devices and sold on a standalone
basis; and
-- driving growth in its digital signage business selling
into large integrators and via distributors.
Details of the proposed Placing
The Company proposes to raise gross proceeds of up to
approximately US$4.0m (GBP3.1m) through the issue of the Placing
Shares at the Placing Price.
The Placing Shares 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 Admission. Application
will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that Admission will
take place and that trading will commence on AIM at 8.00 a.m. on 26
July 2023.
Following the issue of the Placing Shares, it is expected that
the Company will have 112,694,609 Ordinary Shares in issue.
Rationale for the Placing
The Company announced on 31 May 2023 that it had secured
additional funding of up to GBP3.25m by way of a loan facility
provided by Kestrel Partners LLP, the Company's largest shareholder
(the "Shareholder Loan"). This additional funding has served to
provide adequate and effective headroom in respect of the covenants
associated with the Group's existing bank facility.
In that announcement, the Company also outlined that it would,
on that same day, draw down GBP1.125m of the Shareholder Loan and
would, before 31 July 2023, being the last date for drawdown of the
remaining GBP2.125m of the Shareholder Loan, seek alternative
funding to replace this un-drawn loan element.
Having consulted with certain of the Company's major
shareholders, the Directors have determined that today's proposed
Placing is the Board's chosen route for securing this alternative
funding.
Use of proceeds
The net proceeds will be used for general working capital
purposes, replacing the short-term need to draw down the remaining
GBP2.125m un-drawn element of the Shareholder Loan. It is
management's current intention that the initial GBP1.125m draw down
of the Shareholder Loan will be redeemed at maturity on 31 May
2025.
Current Trading
The Group continues to trade in-line with the last stated
trading position and outlook, announced on 28 June 2023. Key
highlights of that trading position and outlook were:
-- For FY 2023, circa 90 per cent. of management's forecasted
Group revenues are contracted;
-- The remaining 10 per cent. of management's forecast
Group revenues is covered by a well-developed sales
pipeline;
-- Group software and services revenue growth for FY 2023
is anticipated in the range of circa 10 to 15 per cent;
-- Devices revenue in H2 2023 is expected to be higher
than that seen in H1 2023 and this recovery is expected
to continue in FY 2024 as inventory levels continue
to normalise within the supply chain;
-- Net debt at 31 May 2023 was US$13.0m and the Group continues
to expect this net debt position to reduce over the
remainder of FY 2023 as inventory levels reduce.
As previously communicated, management actions taken in February
and June 2023 have reduced the Group's annualised cost base,
including capital expenditure, by circa US$5.0m and a further circa
US$3.0m respectively. This has saved a total of US$3.4m in
operating costs and US$1.5m in capital expenditure in the current
FY 2023 financial year.
Directors and PDMR participation in the Placing
Certain of the Directors and members of the senior management
team, and their connected persons, as set out below ("Aferian
Placees"), have indicated their intention to subscribe for a total
of 2,020,833 Placing Shares pursuant to the Placing.
Set out below is the intended participation in the Placing by
the Aferian Placees, and following Admission, the holdings of each
of the Aferian Placees:
Directors Position Existing Number Shareholding Shareholding
and Senior number of Placing on Admission on Admission
Management of Ordinary Shares (number) (%)
Shares intent
to subscribe
for
Non-Executive
Mark Wells Chairman 0 208,333 208,333 0.2%
Chief Executive
Donald McGarva Officer 553,775 208,333 762,108 0.7%
Chief Financial
Officer
& Chief
Operations
Mark Carlisle Officer 8,751 145,833 154,584 0.1%
Hans Disch PDMR 2,275,207 1,458,333 3,733,540 3.3%
Substantial shareholders participation in the Placing
Kestrel Investment Partners ("Kestrel") currently holds
22,776,736 Ordinary Shares, representing approximately 26.7 per
cent. of the Company's Existing Ordinary Share capital and is
therefore a substantial shareholder (holding in excess of 10 per
cent. of the Company's issued share capital) and as such is a
related party for the purposes of the AIM Rules for Companies.
Kestrel has indicated its intention to invest approximately GBP0.8m
in the Placing, which will comprise a related party transaction for
the purposes of Rule 13 of the AIM Rules for Companies.
Premier Miton Investors currently holds 14,421,812 Ordinary
Shares, representing approximately 16.9 per cent. of the Company's
Existing Ordinary Share capital and is therefore a substantial
shareholder (holding in excess of 10 per cent. of the Company's
issued share capital) and as such is a related party for the
purposes of the AIM Rules for Companies. Premier Miton Investors
has indicated its intention to invest approximately GBP0.5m in the
Placing, which will comprise a related party transaction for the
purpose of Rule 13 of the AIM Rules for Companies.
The independent Directors (being Steve Oetegenn and Bruce
Powell), having consulted with Investec in its capacity as
nominated adviser to the Company for the purposes of the AIM Rules
considers that the participation by Kestrel Investment Partners and
Premier Miton Investors in the Placing is fair and reasonable
insofar as Shareholders are concerned.
Placing Statistics
Number of Ordinary Shares in issue immediately
before the Placing 86,694,609
Number of Placing Shares to be issued pursuant
to the Placing 26,000,000
Placing Price 12 pence
Gross proceeds of the Placing GBP3.1m
Estimated net proceeds of the Placing GBP2.9m
Number of Ordinary Shares in issue immediately
following the Placing 112,694,609
Placing Shares as a percentage of the Enlarged 23.1 per cent
Share Capital
Note: Assuming that the Placing completes and that no further
Ordinary Shares have been issued other than the Placing Shares.
Details of the Placing Agreement
On 24 July 2023, the Company and Investec entered into the
Placing Agreement pursuant to which Investec agreed, subject to
certain conditions, to use its reasonable endeavours to procure
subscribers for the Placing Shares pursuant to the Placing.
The Placing Agreement contains customary warranties and an
indemnity from the Company in favour of Investec together with
provisions which enable Investec to terminate the Placing in
certain circumstances prior to Admission, including where any
warranties are found to be untrue, inaccurate or misleading in any
material respect or in the event of a material adverse change in
the financial position or prospects of the Group in the context of
the Placing or Admission.
The obligations of Investec under the Placing Agreement are
conditional, inter alia, upon Admission occurring by 8.00 a.m. UK
time on 26 July 2023 (or such later date as the Investec and the
Company may agree).
The Placing Agreement provides for payment by the Company to
Investec a fee payable on Admission.
The Company will bear all other expenses of, and incidental to,
the Placing and Admission.
Enquiries:
Aferian plc +44 (0)1954 234100
Mark Wells, Chairman
Donald McGarva, Chief Executive Officer
Mark Carlisle, Chief Financial Officer
Investec bank plc +44 (0)20 7597 5970
David Anderson / Patrick Robb / Nick Prowting / Cameron MacRitchie
FTI Consulting (Financial communications) +44 (0)20 3727 1000
Emma Hall / Tom Blundell / Aisha Hamilton / Matt Dixon
FORWARD LOOKING STATEMENTS
This announcement includes "forward--looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward--looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward--looking
statements. Such forward--looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. These forward--looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward--looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
US SECURITIES LAW
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 securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
IMPORTANT NOTICES
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS
" ANNOUNCEMENT ") IS RESTRICTED AND IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (" RESTRICTED JURISDICTIONS ").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "EUWA") WHO ALSO (A) FALL WITHIN ARTICLE
19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3)
ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED;
AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE
PLACING BY INVESTEC (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT 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 TO SELL OR
ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY
SECURITIES IN ANY RESTRICTED JURISDICTION AND, IN PARTICULAR IS NOT
TO BE FORWARDED, DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR
INTO A RESTRICTED JURISDICTION OR TO ANY NATIONAL RESIDENT OR
CITIZEN OF A RESTRICTED JURISDICTION OR TO ANY CORPORATION,
PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER THE LAWS
THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY OUTSIDE THE UK,
WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY LEAD TO A
BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THE PLACING
SHARES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO
OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING
SHARES IN THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT.
The distribution of this Announcement and/or issue or sale of
the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Investec or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Investec to inform themselves about and to observe any
such restrictions.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation (including, with regards to the United Kingdom, as it
forms part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018) from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not require the approval of the relevant communication by an
authorised person.
Persons (including, without limitation, nominees and trustees)
who have contractual or other legal obligations to forward a copy
of this Announcement should seek appropriate advice before taking
any such action.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing (a
" Placee ") by making an oral and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this
Announcement (including the terms and conditions appended hereto)
in its entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in 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.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Investec Bank plc is authorised by the Prudential Regulation
Authority (the " PRA ") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority (the " FCA "). Investec
Europe Limited (trading as Investec Europe), acting as agent on
behalf of Investec Bank plc in certain jurisdictions in the EEA ("
Investec Europe " and Investec Bank plc together, " Investec ") is
regulated in Ireland by the Central Bank of Ireland. Investec is
acting exclusively for the Company and no one else in connection
with the Bookbuild and the Placing, and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Bookbuild or 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 Investec or by any of its affiliates or
agents as to or in relation to, the accuracy or completeness of any
information provided in this Announcement or any other written or
oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and the income from them (if any) may go
down as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
UK PRODUCT GOVERNANCE REQUIREMENTS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
OF CHAPTER 3 OF THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT
GOVERNANCE SOURCEBOOK (THE "UK PRODUCT GOVERNANCE REQUIREMENTS"),
AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT,
CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES
OF THE UK PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH
RESPECT THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT
APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH PLACING SHARES
ARE: (I) COMPATIBLE WITH AN TARGET MARKET OF RETAIL INVESTORS AND
INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN THE FCA HANDBOOK
CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION
THROUGH ALL PERMITTED DISTRIBUTION CHANNELS (THE "UK TARGET MARKET
ASSESSMENT"). NOTWITHSTANDING THE UK TARGET MARKET ASSESSMENT,
DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY
DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT;
THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL
PROTECTION; AND AN INVESTMENT IN THE PLACING SHARES IS COMPATIBLE
ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL
PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE
FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS
AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES
TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE UK
TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS
OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN
RELATION TO THE PLACING. FURTHERMORE, IT IS NOTED THAT,
NOTWITHSTANDING THE UK TARGET MARKET ASSESSMENT, INVESTEC WILL ONLY
PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE UK TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF CHAPTERS 9A OR 10A, RESPECTIVELY, OF THE FCA
HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK; OR (B) A RECOMMATION 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.
EU PRODUCT GOVERNANCE REQUIREMENTS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS (" 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 PLACING SHARES ARE; (I) COMPATIBLE WITH AN
TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE
CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH
AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH
ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "
TARGET MARKET ASSESSMENT "). NOTWITHSTANDING THE TARGET MARKET
ASSESSMENT, DISTRIBUTORS (AS DEFINED WITHIN THE MIFID II PRODUCT
GOVERNANCE REQUIREMENTS) SHOULD NOTE THAT: THE PRICE OF THE PLACING
SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR
INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO
CAPITAL PROTECTION; AND AN INVESTMENT IN PLACING SHARES IS
COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME
OR CAPITAL PROTECTION, WHO 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, IN ALL
CIRCUMSTANCES INVESTEC WILL ONLY PROCURE INVESTORS WHO MEET THE
CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES OR
OTHERWISE WITH THE SPECIFIC APPROVAL OF THE COMPANY. 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 RECOMMATION 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 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION IN
IT (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY INVESTEC, "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY
RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, "QUALIFIED INVESTORS"
AS DEFINED IN THE PROSPECTUS REGULATION AS IT FORMS PART OF
DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK QUALIFIED INVESTORS") WHO ARE ALSO: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED; AND, IN EACH CASE, WHO HAVE
BEEN INVITED TO PARTICIPATE IN THE PLACING BY INVESTEC BANK PLC
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATIFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. 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 DOCUMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE
FOR PLACING SHARES IN ANY RESTRICTED JURISDICTION AND, IN
PARTICULAR, IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR
OTHERWISE TRANSMITTED IN OR INTO A RESTRICTED JURISDICTION OR TO
ANY NATIONAL, RESIDENT OR CITIZEN OF A RESTRICTED JURISDICTION OR
TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER
COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR
TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY
REQUIREMENT. NO ACTION HAS BEEN TAKEN BY INVESTEC, THE COMPANY NOR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS DOCUMENT
OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN
ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS
RECEIVING THIS DOCUMENT ARE REQUIRED TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. PAST
PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE, AND PERSONS NEEDING
ADVICE SHOULD CONSULT AN INDEPENT FINANCIAL ADVISER.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States. Accordingly, the Placing
Shares may not be offered or sold directly or indirectly in, into
or within the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in accordance with applicable state
securities laws. There will be no public offering of the Placing
Shares in the United States. The Placing Shares are being offered
and sold outside the United States in accordance with Regulation S
under the Securities Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan,
New Zealand or the Republic of South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, New Zealand, the Republic of South Africa or any other
jurisdiction in which such offer, sale, resale or delivery would be
unlawful.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with Investec and
the Company to be bound by these terms and conditions as being the
terms and conditions upon which Placing Shares will be issued or
acquired. A Placee shall, without limitation, become so bound if
Investec confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Announcement, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given. Each Placee shall be deemed to have read and
understood this Announcement (including these terms and conditions)
in its entirety and to be making or accepting such commitment
subject to the terms and conditions and to be providing the
representations, warranties, indemnities, agreements and
acknowledgments contained in this Announcement.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Details of the Placing Agreement and the Placing Shares
Investec and the Company have entered into a Placing Agreement,
under which Investec will, on the terms and subject to the
conditions set out therein, undertake to use its reasonable
endeavours to procure subscribers for the Placing Shares. It is
expected that the Placing will raise up to GBP3.1m in gross
proceeds. The Placing is not being underwritten by Investec or any
other person.
It is expected that the Placing Shares will be issued on or
around 26 July 2023. The Placing Shares will, when issued, be
subject to the articles of association of the Company, be credited
as fully paid and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in
respect of Ordinary Shares after the date of issue of the Placing
Shares.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash considera ti on. Investec will
subscribe for ordinary shares and redeemable preference shares in
Amino Guernsey 2 Limited (a Guernsey company) for an amount
approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emp ti ve
basis to Placees in consideration for the transfer by Investec to
the Company of those ordinary shares and redeemable preference
shares in Amino Guernsey 2 Limited that will be issued to
Investec.
The proceeds raised through the Placing are intended to be used
for general working capital purposes (including to pay the costs
associated with the Placing).
The Placing Shares will trade on AIM under AFRN with ISIN
GB00B013SN63.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Admission for the
Placing Shares is expected to become effective and dealings in such
shares are expected to commence at 8.00 a.m. on or around 26 July
2023 (the "Admission"). In any event, the latest date for Admission
is 1 August 2023 (the "Long Stop Date").
Placing
This document 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.
Participation in, and principal terms of, the Placing are as
follows:
1. Investec is arranging the Placing as agent for, and
broker to, the Company.
2. The number of Placing Shares to be issued will be agreed
between Investec and the Company following completion
of a bookbuilding exercise by Investec (the "Bookbuild")
following execution of a term sheet by the Company and
Investec (the "Term Sheet"). Investec shall be entitled
to effect the Placing by such alternative method to
the Bookbuild as it may, in its absolute discretion
following consultation with the Company, determine.
3. To bid in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual
sales contact at Investec. Each bid should state the
number of Placing Shares which the prospective Placee
wishes to acquire either at the Placing Price which
is ultimately established by the Company or at prices
up to a price limit specified in its bid. Bids may be
scaled down by Investec. Such bid will create an irrevocable
legally binding contract between the Placee, Investec
and the Company for the Placee to acquire such number
of Placing Shares as is confirmed to the Placee by Investec
pursuant to paragraphs 6 and 7 below (up to the maximum
number specified by the Placee) at the Placing Price,
and otherwise on the terms and subject to the conditions
set out in this Announcement and in accordance with
the Company's articles of association. Except with Investec's
consent, such commitment will not be capable of variation
or revocation.
4. The Bookbuild is expected to close no later than 8.00
a.m. on 25 July 2023 but may be closed earlier or later
at the discretion of Investec. Investec may, in agreement
with the Company, accept bids received after the Bookbuild
has closed.
5. Participation in the Placing is only available to persons
who are lawfully able to be, and have been, invited
to participate by Investec. Investec is entitled to
participate in the Placing as principal.
6. Following the close of the Bookbuild for the Placing
each Placee's allocation will be confirmed to Placees
orally, or in writing (which can include email), by
Investec and a trade confirmation or note will be dispatched
as soon as possible thereafter.
7. Each Placee's allocation will, unless otherwise agreed
between the Placee and Investec, be evidenced by a trade
confirmation or note issued to each such Placee by Investec.
Please note that the terms and conditions of this Announcement
will be deemed to be incorporated in the legally binding
contract that is formed when the Placee places its bid
as referred to in paragraph 3 above and will be legally
binding on the Placee on behalf of which it is made
and, except with the consent of Investec following consultation
with the Company, will not be capable of variation or
revocation from the time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable
and binding obligation, owed to Investec, to pay to
Investec (or its assignee or as it may direct) in cleared
funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot
and issue to that Placee.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for
all Placing Shares to be acquired pursuant to the Placing
will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".
10. All obligations of Investec under the Placing will be
subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing
not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
11. By participating in the Placing, each Placee agrees
that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below
and will not be capable of rescission or termination
by the Placee.
12. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither Investec
nor any of its Affiliates shall have any liability to
Placees (or to any other person whether acting on behalf
of a Placee or otherwise whether or not a recipient
of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company
is responsible for the allotment of the Placing Shares
to the Placees and Investec and its Affiliates shall
have no liability to the Placees for the failure of
the Company to fulfil those obligations. In particular,
neither Investec nor any of its Affiliates shall have
any liability (including to the extent permissible by
law, any fiduciary duties) in respect of Investec's
conduct of the Placing or of such alternative method
of effecting the Placing as Investec and the Company
may determine.
Conditions of the Placing
Investec's obligations under the Placing Agreement in respect
of, amongst other things, the Placing will be conditional on, inter
alia:
1. Admission becoming effective not later than 8.00 a.m.
on 26 July 2023 or such later date as may be agreed in
writing between the Company and Investec, but in any
event not later than 8.00 a.m. on the Long Stop Date;
2. the delivery by the Company to Investec of certain documents
required under the Placing Agreement and all such documents
remaining in full force and effect at all times up to
and including Admission;
3. the Company having complied with its obligations under
the Placing Agreement to the extent that such obligations
fall to be performed prior to Admission;
4. the Term Sheet having been executed by the Company and
Investec;
5. the release of the Placing Results Announcement to a
Regulatory Information Service as soon as reasonably
practicable following the execution of the Term Sheet
(and in any event by no later than 8.00 a.m. on 26 July
2023);
6. none of the warranties given in the Placing Agreement
being untrue, inaccurate or misleading at any time between
the date of the Placing Agreement and Admission and no
matter having arisen prior to Admission which would render
any of the warranties untrue or inaccurate or misleading
in any respect if it was repeated as at Admission;
7. the allotment of the Placing Shares, conditional only
upon admission of such Ordinary Shares to trading on
AIM, in accordance with the Placing Agreement;
8. in the sole opinion of Investec (acting in good faith),
prior to Admission, there not having occurred material
adverse change in, or any development reasonably likely
to give rise to a material adverse change in, the condition
(financial, operational, legal or otherwise), results
of operations, earnings, management, business or general
affairs, solvency or prospects of the Group (taken as
a whole), whether or not arising in the ordinary course
of business and whether or not foreseeable at the date
of the Placing Agreement (a "Material Adverse Change");
9. each of the Initial Subscription and Option Agreement
and the Subscription and Transfer Agreement (in each
case, as defined in the Placing Agreement) having been
duly executed by all parties thereto and not having been
terminated prior to Admission pursuant to the terms thereof;
and
10. the Placing Agreement becoming unconditional in all respects,
save for Admission, and not having been terminated in
accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Investec by the respective time or
date where specified (or such later time or date as Investec may
notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
Investec may, at its discretion and upon such terms as it thinks
fit, waive, or extend the period for, compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the
condition relating to Admission taking place by the Long Stop Date
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Investec, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Investec.
Right to terminate the Placing Agreement
Investec is entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before Admission (in respect of the Placing):
Restart Numbering Applied
1. Investec considers that any of the warranties contained
in the Placing Agreement was untrue, inaccurate or
misleading and/or would be untrue, inaccurate or misleading
if it were to be repeated at Admission or at any time
prior to Admission by reference to the facts then subsisting
which in any such case is material in the context of
the Placing; or
2. Investec considers (acting in good faith), that a Material
Adverse Change has occurred; or
3. there should occur one or more specified force majeure
events (as detailed in the Placing Agreement).
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by Investec of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Investec and that Investec need not make any
reference to Placees in this regard and that neither Investec nor
any of its Affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the EEA pursuant to the Prospectus
Regulation or in the United Kingdom pursuant to the Prospectus
Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation"), or any equivalent document in any other
jurisdiction.
No offering document, admission document or prospectus has been
or will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing, and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement, any business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information"). In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") does not
require the approval of the relevant communication by an authorised
person. Each Placee, by accepting a participation in the Placing,
agrees 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 or Investec or any other person and
neither Investec, the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received and, if given or made,
such information, representation, warranty or statement must not be
relied upon as having been authorised by Investec, the Company or
their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor Investec are making any undertaking or warranty to any
Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Lock-up Arrangements
The Company has undertaken to Investec that, between the date of
the Placing Agreement and 90 days after the date of Admission, it
will not, without the prior written consent of Investec, offer,
issue, sell or otherwise dispose of (or announce an intention of
doing so) any Ordinary Shares (or any interest therein or in
respect thereof) or any other securities exchangeable for or
convertible into, or carrying rights to acquire other shares of the
Company or enter into any derivative transaction that has the
economic effect of such sale, transfer or disposition, whether
settled in cash or otherwise, save for the allotment and issue of
Ordinary Shares pursuant to the Placing or pursuant to any employee
incentive share schemes or in satisfaction of the exercise of the
existing warrants issued.
By participating in the Placing, Placees agree that the exercise
by Investec or any power to grant consent to the undertaking by the
Company of a transaction which would otherwise be subject to the
lock-up provisions under the Placing Agreement shall be within the
discretion of Investec and that it need not make any reference to,
or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within the system administered by Euroclear UK & International
Limited ("CREST"). Each Placee will be deemed to agree that it will
do all things necessary to ensure that delivery and payment is
completed as directed by Investec in accordance with the standing
CREST settlement instructions which they have in place with
Investec.
Settlement of transactions in the Placing Shares following
Admission will take place within CREST provided that, subject to
certain exceptions, Investec reserves the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof) to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement of the Placing Shares will be on
26 July 2023 unless otherwise notified by Investec and Admission is
expected to occur by 26 July 2023 or such later time as may be
agreed between the Company and Investec, not being later than the
Long Stop Date.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will have their allocation confirmed
orally, or in writing (which can include email) and will be sent a
note or electronic confirmation in accordance with paragraph 7 of
the "Placing" paragraph above, stating the number of Placing Shares
to be allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Investec or its sub-agent and settlement
instructions. Each Placee will be legally bound to do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions that it has in place with Investec. It is expected
that such note or electronic confirmation will be despatched on or
around 24 July 2023 and that this will be the trade date.
The Company will deliver the Placing Shares to a CREST account
operated by Investec or its sub-agent as agent for and on behalf of
the Company and will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment being made to
Investec. It is expected that settlement will be on 26 July 2023 on
a T + 2 basis in accordance with the instructions set out in the
contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Investec.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Investec may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Investec's account and benefit (as
principal), 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 Investec on demand for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
Investec such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which
Investec lawfully takes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder. If a Placee fails to make payment for Placing Shares
allocated to that Placee, Investec may assign its rights and powers
under this Appendix against such defaulting Placee to Amino
Guernsey 2 Limited without notice to the relevant Placee. The
foregoing is without prejudice to any cause of action Investec may
have against a defaulting Placee.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither Investec nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to Investec (for itself and on
behalf of the Company):
Restart Numbering Applied
1. that it has read and understood this Announcement in
its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements, undertakings and other information contained
herein and undertakes not to redistribute or duplicate
this Announcement;
2. it has not received and will not receive a prospectus
or other offering document in connection with the Placing
and acknowledges that no prospectus or other offering
document:
a. is required under the Prospectus Regulation, the
UK Prospectus Regulation or other applicable law; and
b. has been or will be prepared in connection with the
Placing;
3. that the shares in the capital of the Company are admitted
to trading on AIM, and the Company is therefore required
to publish the Exchange Information, which includes
a description of the nature of the Company's business
and the Company's most recent balance sheet and profit
and loss account and that it is able to obtain or access
such Exchange Information without undue difficulty
and is able to obtain access to such information or
comparable information concerning any other publicly
traded company without undue difficulty;
4. that its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination
by it in any circumstances;
5. that the exercise by Investec of any right or discretion
under the Placing Agreement shall be within the absolute
discretion of Investec and Investec need not have any
reference to it and shall have no liability to it whatsoever
in connection with any decision to exercise or not
to exercise any such right and each Placee agrees that
it has no rights against Investec or the Company, or
any of their respective officers, directors or employees,
under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
6. that these terms and conditions represent the whole
and only agreement between it, Investec and the Company
in relation to its participation in the Placing and
supersedes any previous agreement between any of such
parties in relation to such participation. Accordingly,
each Placee, in accepting its participation in the
Placing, is not relying on any information or representation
or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than
as contained in this Announcement, the Exchange Information
and the Publicly Available Information, such information
being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee
agrees that neither the Company, Investec nor any of
their respective officers, directors or employees will
have any liability for any such other information,
representation or warranty, express or implied;
7. that it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of
its business;
8. in the case of a Relevant Person in a member state
of the EEA or the United Kingdom (each a "Relevant
State") who acquires any Placing Shares pursuant to
the Placing:
in the case of a member state of the EEA, it is an EEA Qualified
Investor and, in the case of the United Kingdom, it is a UK
Qualified Investor; and
in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation or the UK Prospectus Regulation (as
relevant):
the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of Investec has been given to the offer or resale; or
where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the
Prospectus Regulation or UK Prospectus Regulation (as relevant) as
having been made to such persons;
1. it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with
respect to which it exercises sole investment discretion
and has the authority to make and does make the representations,
warranties, indemnities, acknowledgments, undertakings
and agreements contained in this Announcement;
2. that neither it nor, as the case may be, its clients expect
Investec to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution"
and "suitability" imposed by the FCA's Conduct of Business
Source Book, and that Investec is not acting for it or
its clients, and that Investec will not be responsible
for providing the protections afforded to customers of
Investec or for providing advice in respect of the transactions
described herein;
3. that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business,
financial or other position of the Company in accepting
a participation in the Placing and neither Investec or
the Company nor any of their respective Affiliates, agents,
directors, officers or employees or any person acting
on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the
Company or any other person other than the information
in this Announcement or the Publicly Available Information;
nor has it requested Investec, the Company or any of their
respective Affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them
to provide it with any such information;
4. that the only information on which it is entitled to rely
on and on which it has relied in committing to subscribe
for the Placing Shares is contained in this Announcement
and the Publicly Available Information, such information
being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made
its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement
and the Publicly Available Information;
5. that neither Investec or the Company nor any of their
respective Affiliates, agents, directors, officers or
employees has made any representation or warranty to it,
express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or
adequacy of this Announcement or the Publicly Available
Information;
6. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not
subscribing for and/or purchasing Placing Shares as a
result of any "directed selling efforts" as defined in
Regulation S;
7. it understands that the Placing Shares have not been and
will not be registered under the Securities Act or the
securities laws of any state and accordingly may not be
offered, sold, transferred or pledged unless the Placing
Shares are duly registered under the Securities Act and
all applicable state securities laws, or such offer or
sale is made or pursuant to another exemption from registration
under the Securities Act;
8. if it is other than a natural person (i.e. a partnership,
trust, corporation or other entity), it was not formed,
availed of or reorganised for the principal or specific
purpose, or as one of the principal or specific purposes,
of investing in the Company;
9. that it is not and was not acting on a non-discretionary
basis for the account or benefit of a person located within
the United States at the time the undertaking to subscribe
for and/or purchase Placing Shares was given and it is
not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States
and it will not reoffer, resell, pledge or otherwise transfer
the Placing Shares except pursuant to an exemption from
the registration requirements of the Securities Act and
otherwise in accordance with any applicable securities
laws of any state or jurisdiction of the United States;
10. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of South Africa or Japan or
a corporation, partnership or other entity organised under
the laws of Canada, Australia, New Zealand, the Republic
of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly,
any of the Placing Shares in Canada, Australia, New Zealand,
the Republic of South Africa or Japan or to or for the
benefit of any person resident in Canada, Australia, New
Zealand, the Republic of South Africa or Japan and each
Placee acknowledges that the relevant exemptions are not
being obtained from the securities commission of any province
of Canada, that no document has been or will be lodged
with, filed with or registered by the Australian Securities
and Investments Commission or Japanese Ministry of Finance
and that the Placing Shares are not being offered for
sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia,
New Zealand, the Republic of South Africa or Japan;
11. that it does not have a registered address in, and is
not a citizen, resident or national of, any jurisdiction
in which it is unlawful to make or accept an offer of
the Placing Shares and it is not acting on a non-discretionary
basis for any such person;
12. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will
not, directly or indirectly, distribute, forward, transfer
or otherwise transmit, any presentation or offering materials
concerning the Placing or the Placing Shares to any persons
within the United States;
13. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance
with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may
be placed with other subscribers or sold as Investec may
in its discretion determine and without liability to such
Placee;
14. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and
obtained all governmental and other consents which may
be required thereunder or otherwise and complied with
all necessary formalities and that it has not taken any
action which will or may result in the Company or Investec
or any of their respective directors, officers, employees
or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing
or its acceptance;
15. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription
and/or purchase obligations;
16. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each
managed account: (a) to acquire the Placing Shares for
each managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements
in this Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to
the Placing in the form provided to it by Investec;
17. that, unless otherwise agreed by Investec, it is a "professional
client" or an "eligible counterparty" within the meaning
of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only
and not with a view to resale or distribution;
18. 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;
19. that any money held in an account with Investec (or its
nominees) on its behalf and/or any person acting on its
behalf will not be treated as client money within the
meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be
subject to the protections conferred by the FCA's client
money rules. As a consequence, this money will not be
segregated from Investec (or its nominees) money in accordance
with such client money rules and will be used by Investec
in the course of its own business and each Placee will
rank only as a general creditor of Investec;
20. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest
in its ordinary shares in accordance with the Disclosure
Guidance and Transparency Rules published by the FCA;
21. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections
67 or 70 respectively or subsections (2) and (3) of section
93 or subsection (1) of section 96 of the Finance Act
1986;
22. that it will not deal or cause or permit any other person
to deal in all or any of the Placing Shares which it is
subscribing for and/or purchasing under the Placing unless
and until Admission becomes effective;
23. that it appoints irrevocably any director of Investec
as its agent for the purpose of executing and delivering
to the Company and/or its registrars any document on its
behalf necessary to enable it to be registered as the
holder of the Placing Shares;
24. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers
and Mergers) with any other person in relation to the
Company, save as previously disclosed to Investec;
25. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither
Investec nor the Company has considered its particular
objectives, financial situation and needs;
26. that it has sufficient knowledge, sophistication and experience
in financial, business and investment matters as is required
to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may
be required to bear, and it, and any accounts for which
it may be acting, are able to bear, the economic risk
of, and is able to sustain, a complete loss in connection
with the Placing;
27. that it will indemnify and hold the Company and Investec
and its 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 Company and Investec will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements
and undertakings herein and, if any of the foregoing is
or becomes no longer true or accurate, the Placee shall
promptly notify Investec and the Company. All confirmations,
warranties, acknowledgements and undertakings given by
the Placee, pursuant to this Announcement are given to
Investec for itself and on behalf of the Company and will
survive completion of the Placing and Admission;
28. that time shall be of the essence as regards its obligations
pursuant to this Announcement;
29. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting
the terms and conditions of the Placing, and that it is
not relying on the Company or Investec to provide any
legal, financial, tax or other advice to it;
30. that all dates and times in this document may be subject
to amendment and that Investec shall notify it of such
amendments;
31. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market
Abuse Regulation, (ii) in connection with money laundering
and terrorist financing, it has complied with its obligations
under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended),the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and
(iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of
1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign
Assets Control of the U.S. Department of the Treasury;
(b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations");
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required
by the Regulations and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained
and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained
all governmental and other consents (if any) which may
be required for the purpose of, or as a consequence of,
such purchase, and it will provide promptly to Investec
such evidence, if any, as to the identity or location
or legal status of any person which Investec 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 Investec on the basis that any failure by
it to do so may result in the number of Placing Shares
that are to be subscribed for and/or purchased by it or
at its direction pursuant to the Placing being reduced
to such number, or to nil, as Investec may decide in its
absolute discretion;
32. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by
it for the purposes of the Prospectus Regulation Rules
made by the FCA pursuant to Prospectus Regulation Rules
Instrument 2019 (FCA 2019/80);
33. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares
for its own account as principal or for a discretionary
account or accounts (as to which it has the authority
to make the statements set out herein) for investment
purposes only and it does not have any contract, understanding
or arrangement with any person to sell, pledge, transfer
or grant a participation therein to such person or any
third person with respect of any Placing Shares; save
that if it is a private client stockbroker or fund manager
it confirms that in purchasing the Placing Shares it is
acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting
on an execution only basis or under specific instructions
to purchase the Placing Shares for the account of any
third party;
34. that it acknowledges that these terms and conditions and
any agreements entered into by it pursuant to these terms
and conditions shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose
behalf it is acting) to the exclusive jurisdiction of
the English courts as regards any claim, dispute or matter
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment
for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or Investec in any
jurisdiction in which the relevant Placee is incorporated
or in which its assets are located or any of its securities
have a quotation on a recognised stock exchange;
35. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees
at an address notified to Investec;
36. that neither Investec nor the Company owe fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
37. that Investec or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some
or all of the Placing Shares;
38. that it acknowledges and confirms that if it fails to
make payment for Placing Shares allocated to it, Investec
may assign its rights and powers under this Appendix against
such defaulting Placee to the Company or Amino Guernsey
2 Limited without notice to the relevant Placee;
39. that no prospectus, admission document or other offering
document has been or will be prepared in connection with
the Placing and it has not received and will not receive
a prospectus, admission document or other offering document
in connection with the Placing or the Placing Shares;
and
40. that if it has received any confidential price sensitive
information concerning the Company in advance of receipt
of this Announcement, it has not: (i) dealt in the securities
of the Company; (ii) encouraged, required, recommended
or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any
person, prior to such information being made publicly
available.
The Company, Investec and their respective Affiliates will rely
upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to Investec for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Announcement may be waived, varied or
modified as regards specific Placees or on a general basis by
Investec.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or Investec will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Investec in the event that any of the
Company and/or Investec have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Investec
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
Investec is acting as placing agent for, and broker to, the
Company. No representation or warranty express or implied, is or
will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by Investec or by any of its
Affiliates or agents as to or in relation to, the accuracy or
completeness of any information provided in this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Pursuant to the General Data Protection Regulation as
implemented in the UK by the Data Protection Act 2018 ("GDPR") the
Company and/or Investec, may hold personal data (as defined in the
GDPR) relating to past and present shareholders. Personal data may
be retained on record for a period exceeding six years after it is
no longer used. The Company and/or Investec will only process such
information for the purposes set out below (collectively, the
"Purposes"), being to: (a) process its personal data to the extent
and in such manner as is necessary for the performance of their
obligations under the contractual arrangements between them,
including as required by or in connection with its holding of
Ordinary Shares, including processing personal data in connection
with credit and money laundering checks on it; (b) communicate with
it as necessary in connection with its affairs and generally in
connection with its holding of Ordinary Shares; (c) provide
personal data to such third parties as the Company and/or Investec
may consider necessary in connection with its affairs and generally
in connection with its holding of Ordinary Shares or as the GDPR
may require, including to third parties outside the EEA; and (d)
without limitation, provide such personal data to their respective
affiliates for processing, notwithstanding that any such party may
be outside the EEA; and (e) process its personal data for the
Company's and/or Investec's internal administration.
By becoming registered as a holder of Placing Shares, each
Placee acknowledges and agrees that the processing by the Company
and/or Investec of any personal data relating to it in the manner
described above is undertaken for the purposes of: (a) performance
of the contractual arrangements between them; and (b) to comply
with applicable legal obligations. In providing the Company and/or
Investec with information, it hereby represents and warrants to
each of them that it has notified any data subject of the
processing of their personal data (including the details set out
above) by the Company and/or Investec and their respective
affiliates and group companies, in relation to the holding of, and
using, their personal data for the Purposes. Any individual whose
personal information is held or processed by a data controller: (a)
has the right to ask for a copy of their personal information held;
(b) to ask for any inaccuracies to be corrected or for their
personal information to be erased; (c) object to the ways in which
their information is used, and ask for their information to stop
being used or otherwise restricted; and (d) ask for their personal
information to be sent to them or to a third party (as permitted by
law). A data subject seeking to enforce these rights should contact
the relevant data controller. Individuals also have the right to
complain to the UK Information Commissioner's Office about how
their personal information has been handled.
DEFINITIONS
Terms used in this Announcement shall have the following
meanings:
"Admission " means the admission of the Placing
Shares to trading on AIM;
"Affiliates " (in relation to a person) means,
in accordance with Rule 405 of the
Securities Act or Rule 501(b) of
Regulation D, as applicable, a person
that directly, or indirectly through
one or more intermediaries, controls
or is controlled by, or is under
common control with, the person specified
and (in relation to a company) means
a body corporate, any subsidiary,
subsidiary undertaking or holding
company of such body corporate, and
any subsidiary or subsidiary undertaking
of any such holding company for the
time being;
"AIM" means the Alternative Investment
Market of the London Stock Exchange;
"Bookbuild " a bookbuilding exercise to be completed
by Investec in relation to the Placing;
"Company " means Aferian plc;
"CREST " means the system administered by
Euroclear UK & International Limited;
"EEA" means the European Economic Area;
EEA Qualified Investor means qualified investors as defined
in Article 2(e) of the Prospectus
Regulation.
"Existing Ordinary means the Ordinary Shares in issue
Shares" as at the date of this Announcement;
"FSMA" the Financial Services and Markets
Act 2000;
"Group" means the Company and its subsidiaries;
"Investec" means Investec Bank plc, the Company's
nominated adviser and broker, together
with Investec Europe Limited (trading
as Investec Europe), acting as agent
on behalf of Investec Bank plc in
certain jurisdictions in the EEA
"Long Stop Date" means 1 August 2023;
"Ordinary Shares" means the ordinary shares of GBP0.01
each in the capital of the Company;
"Placee" means a Relevant Person (including
individuals, funds or others) who
has been invited to participate in
the Placing and on whose behalf a
commitment to subscribe for or acquire
Placing Shares has been given;
"Placing Agreement" means the placing agreement entered
into between the Company and Investec,
certain terms of which are set out
in this Announcement;
"Placing Price" 12 pence per Placing Share;
"Placing Shares" means the Ordinary Shares to be placed
with Placees pursuant to the terms
of this Announcement;
"Placing Results Announcement" means the regulatory announcement
to be released via Regulatory Information
Service in relation to the results
of the Placing;
"Regulation S" means Regulation S promulgated under
the Securities Act;
"Relevant Person" has the meaning given to it on the
first page of the Appendix to this
Announcement;
"Restricted Jurisdiction" means any jurisdiction in which the
offer, sale, resale or delivery of
any equity securities of the Company
would be unlawful; and
"Securities Act" means the United States Securities
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IOERIMATMTTTBMJ
(END) Dow Jones Newswires
July 24, 2023 11:35 ET (15:35 GMT)
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