TIDMSTG
RNS Number : 3822X
Strip Tinning Holdings PLC
20 December 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN ANY
SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN THE APPIX TO
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMED) (WHICH FORMS PART
OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
20 December 2023
Strip Tinning Holdings plc
("Strip Tinning" or the "Company")
Proposed Placing, Issue of Convertible Loan Notes and Retail
Offer to raise, in aggregate, minimum gross proceeds of GBP5.0
million
and
Notice of General Meeting
Strip Tinning Holdings plc (AIM: STG), a leading supplier of
specialist connection systems to the automotive sector, is pleased
to announce a proposed fundraising to raise, in aggregate, a
minimum of GBP5.0 million (before expenses) by way of a conditional
placing (the "Placing") of new ordinary shares of 1 pence each
("Ordinary Shares") in the capital of the Company at a price of
40.0 pence per share (the "Issue Price") equivalent to 2,500,000
new Ordinary Shares (the "Placing Shares"), as well as an issue of
convertible loan notes (the "Convertible Loan Notes").
The Placing is being conducted via an accelerated bookbuild
process (the "Bookbuild") to be undertaken by Singer Capital
Markets Securities Limited ("Singer Capital Markets"). The
Bookbuild will be launched immediately following the release of
this announcement (the "Announcement"). The Placing is subject to
the terms and conditions set out in the appendix to this
Announcement.
In addition to the Placing, it is proposed that there will be a
separate conditional retail offer to existing Shareholders via the
Bookbuild Platform (the "Retail Offer", together with the Placing
and the Convertible Loan Notes, the "Fundraising")) to raise
further proceeds of up to GBP0.25 million (before expenses) at the
Issue Price equivalent to up to 625,000 new Ordinary Shares (the
"Retail Offer Shares", together with the Placing Shares, the "New
Ordinary Shares"). The Retail Offer aims to provide existing retail
Shareholders in the Company with an opportunity to participate in
the Fundraising. A separate announcement will be made by the
Company regarding the Retail Offer and its terms. Those investors
who subscribe for Retail Offer Shares pursuant to the Retail Offer
will do so pursuant to the terms and conditions of the Retail Offer
contained in that announcement. The Placing is not conditional upon
the Retail Offer. For the avoidance of doubt, the Retail Offer is
not part of the Placing.
The Issue Price represents a discount of approximately 5.9 per
cent. to the Closing Price per Ordinary Share on 19 December 2023,
being the last Business Day prior to the announcement of the
Fundraising.
The Fundraising is wholly conditional upon, inter alia,
Resolution 1 (the "Fundraising Resolution"), which is required to
implement the Fundraising, being duly passed by Shareholders at the
general meeting proposed to be held at the offices of Singer
Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m.
on 15 January 2024 (the "General Meeting"). Subject to the passing
of the Fundraising Resolution, application will be made to the
London Stock Exchange for admission of the New Ordinary Shares. It
is expected that admission of the New Ordinary Shares will become
effective and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on 17 Janu ary 2024 ("Admission").
A circular, containing further details of the Fundraising and a
notice convening the General Meeting in order to pass, inter alia,
the Fundraising Resolution (the "Circular"), is expected to be
despatched to Shareholders on or around 21 December 2023 and the
Circular, once published, will be available on the Company's
website at www.striptinning.com/investors.
The Company is undertaking the Fundraising to capture the
opportunity within its EV division and to, inter alia, invest in
the commercialisation and continued development of the Company's
CCS product aimed at the EV battery pack market.
Enquiries:
Strip Tinning Holdings plc Via Alma PR
Adam Robson, Executive Chairman
Richard Barton, Chief Executive Officer
Adam Le Van, Chief Financial Officer
Singer Capital Markets (Nominated Adviser and Sole Broker) +44 (0) 20 7496 3000
Rick Thompson
James Fischer
Alma (Financial PR) striptinning@almastrategic.com
Joe Pederzolli +44 (0) 20 3405 0205
Josh Royston
EXPECTED TIMETABLE OF PRINCIPAL EVENTS (1)(2)
Announcement of the Fundraising 20 December 2023
Announcement of the result of 20 December 2023
the Placing
Announcement and Launch of the 21 December 2023
Retail Offer
Publication of the Circular 21 December 2023
Latest time and date for receipt 11.00 a.m. on 11 January 2024
of proxy votes for the General
Meeting
Close of the Retail Offer 1.00 p.m. on 12 January 2024
Time and date of the General 11.00 a.m. on 15 January 2024
Meeting
Announcement of result of the 15 January 2024
General Meeting
Issue of the Convertible Loan 17 January 2024
Notes(3)
Admission and commencement of 8.00 a.m. on 17 January 2024
dealings in the New Ordinary
Shares (3)
CREST Members' accounts expected as soon as possible after 8.00
to be credited in respect of a.m. on 17 January 2024
New Ordinary Shares in uncertificated
form(3)
Expected despatch of definitive within 10 Business Days of
share certificates(3) Admission
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
Shareholders by announcement through an RIS.
2. All of the times above refer to London time.
3. Subject to, amongst other things, the Fundraising Resolution
being duly passed at the General Meeting.
FUNDRAISING STATISTICS
Number of Ordinary Shares in issue(1) 15,459,714
Closing Price per Ordinary Share(2) 42.5 pence
Issue Price per New Ordinary Share 40.0 pence
Number of Placing Shares 2,500,000
Gross proceeds of the Placing to be received by the Company GBP 1.0 million
Retail Offer Shares up to 625,000
Maximum gross proceeds of the Retail Offer to be received by the Company GBP 0.25 million
Maximum number of New Ordinary Shares to be issued by the Company pursuant to the Placing
and the Retail Offer(3) 3,125,000
Amount of Convertible Loan Notes GBP 4.0 million
Enlarged Share Capital immediately following Admission(4) 18,584,714
Percentage of Enlarged Share Capital represented by the New Ordinary Shares(4) 16.8 per cent.
Maximum Gross Proceeds of the Fundraising(3) GBP 5.25 million
Estimated maximum Net Proceeds of the Fundraising(5) GBP 4.8 million
ISIN of Ordinary Shares GB00BMHN9M05
Notes:
1. As at the Latest Practicable Date.
2. Closing Price on the Latest Practicable Date.
3. Assumes that all of the New Ordinary Shares are issued.
4. Based on the number of Ordinary Shares in issue on the Latest
Practicable Date and assuming that: (a) all of the New Ordinary
Shares are issued; and (b) no other Ordinary Shares are issued
between the Latest Practicable Date and Admission.
5. Based on the estimated expenses of the Fundraising and
assuming all of the New Ordinary Shares are issued.
ADDITIONAL INFORMATION
1. Background to and reasons for the Fundraising
Strip Tinning is an established global leader in Glazing
connectors, has an early mover advantage in the high-growth EV
market and is well-positioned to capitalise on the improving
prospects across the wider market the Company operates in. As
highlighted in the Company's update on trading for the period from
1 July 2023 to 30 September 2023 announced on 31 October 2023, the
Company has successfully undergone a period of turnaround and
steady improvement following the losses incurred in the year to 31
December 2022 and has thus far delivered a positive EBITDA
performance in 2023. This improved performance has primarily been
driven by the prioritisation of increased gross margins due to
price rises which came into effect on 1 January 2023, as well as
enhanced productivity. Since 31 October 2023, the Company has
continued to make commercial progress announcing a new Glazing
production nomination on 6 November 2023 and a new EV nomination on
8 November 2023. The Company's restructuring is now complete, and
the Directors believe that both the Glazing and EV divisions are
poised for sustained growth.
The Company also confirms that following the announcement on 31
October 2023, trading in the fourth quarter of the year to 31
December 2023 has been in line with management's expectations, and
accordingly the Board continues to expect to meet market guidance
for the full year to 31 December 2023.
Glazing
Throughout 2022 and 2023, management have been working on a
turnaround of the Glazing division in order to improve gross
margins. The division is now a much leaner and stronger one and has
delivered a consistently positive EBITDA performance in 2023. The
Glazing business has also now returned to sales growth with new
production nominations being won or in the pipeline with growth in
both sales and margins driven by a focus on higher value and more
differentiated products. The world Automotive Glazing market in
Strip Tinning's core products is expected to grow by a compound
annual growth rate ("CAGR") of 6.3 per cent. between 2021 and 2026
whereas for lower technology products (which are outside of the
Company's focus) the market is expected to grow by a CAGR of only
0.8 per cent..
The emergence of Polymer Dispersed Liquid Crystal ("PDLC")
"smart" glass, which changes transparency automatically and
replaces blinds or permanently tinted glass, is an example of
higher value and more complex products emerging in the Glazing
market which provide a significant opportunity for Strip Tinning.
PDLC was first launched in 2020 and is now being deployed by many
major global OEMs. It requires specialist and higher cost
connectors which Strip Tinning has been producing since 2021 and
the Company is already a leading provider of these connectors with
new nominations in this field expected in the near future. These
connectors employ an embedded Flexible Printed Circuit ("FPC"), a
new technology which is also being deployed for EV battery packs,
and the ability of the Company to deploy this new technology in
Glazing connectors is a key differentiator for the Company.
Productivity within the division is now at record levels, gross
margins have returned to pre-pandemic levels of 40 per cent., and
the division is being managed by a strong and highly skilled team
who are delivering growth with new production nominations both
being added to the pipeline and expected to be won in the near
future. The Glazing division is already delivering positive EBITDA
and is expected to be cash generative from 2024 with the majority
of expected future Glazing sales for the period from 2024 to 2026
being delivered by contracts that are already nominated for or are
engineered in. This equates to 90 per cent. of FY2024 expected
sales and 76 per cent. and 66 per cent. of FY2025 and FY2026
expected sales respectively. The lifetime value of sales currently
already contracted for is estimated by the Company to be
approximately GBP41.0 million. For FY2024 expected sales, an
additional 9 per cent. are already being quoted for by the Company
based on Requests for Quotes ("RfQs") with these RfQs usually
supported by the supply of prototypes to the customer, and so
providing a high degree of confidence in winning the eventual
contract. This therefore leaves just 1 per cent. of FY2024 expected
sales where the Company is yet to have a specific programme or
customer identified.
EV
One of the major steps forward for the EV division in FY2023 has
been the completion of the Company's new production line for FPCs,
used primarily for Cell Contact Systems ("CCS") but also
increasingly for high end Glazing connectors. This upgraded FPC
production line is now in serial production and has a capacity of
around 180,000 units per annum. Further to this, the Company
expects to implement a new Laser CCS assembly line which will
complete the EV production process and add to the Company's growing
capabilities in CCS alongside its proven solutions for multiple
battery packs all led by a highly technical management team. The
development of the EV division's production capabilities has
benefitted from GBP1.4 million of grant funding provided under the
Advanced Propulsion Centre's ("APC") Scale-up Readiness Validation
scheme which was awarded to the Company in September 2022. A
further grant of GBP166,000 from the APC's Feasibility Studies
competition was announced on 31 October 2023 and is primarily being
spent with a leading automotive consultancy who will complete their
study in quarter one of 2024 and will be a foundation for further
grant applications.
The Company continues its strategy focussed on the mid-market
and is engaging with a growing number of actual and potential
customers through a strong pipeline of opportunities. The value of
the EV mid-market is estimated to equal approximately 20 per cent.
of the value of the EUR22.0 billion Volume Automotive Battery
market. The mid-market has several attractive features for the
Company against the Volume Automotive Battery market with it being
represented mainly by smaller OEMs and new EV entrants who are
predominantly seeking an engineered solutions partner rather than a
make-to-print supplier. Additionally, there is less competition for
the Company in the mid-market with the major competitors mostly
focussed on the larger volume automotive segment and also fewer
established supply chains which provides further opportunities for
the Company. The typical contract size in the mid-market ranges
between GBP0.5 million and over GBP10.0 million per annum.
The EV division has delivered sales in FY2023 to the end of
November of approximately GBP1.0 million from the supply of
prototypes and production parts and the Company's pipeline of new
EV programmes continues to grow strongly assisted by the mid-market
focus. As at the Latest Practicable Date, the Company is working
with nine EV customers on twelve different vehicle programmes.
These programmes comprise three products which are in serial
production for three customers and a further nine programmes which
are at the RFQ and/or prototype supply stage, activities which
normally precede the granting of a formal nomination for serial
production. Of these twelve, six were first identified in 2023
showing the strong momentum that exists within the EV division.
Further details of these twelve programmes are as follows:
-- Performance Cars - 2 programmes in production, 1 at A sample stage and 1 at RfQ stage;
-- Light and Heavy Duty Commercial Vehicles/Trucks - 1 programme at initial B sample stage;
-- Autonomous Vehicles - 1 programme at B sample stage with nomination expected imminently;
-- Off-highway Vehicles and Equipment - 1 programme at B sample
stage with nomination expected imminently;
-- Motor Cycles and E-bikes - 1 at A sample stage and 2 at RfQ stage; and
-- Static Storage Batteries - 1 programme in production and 1 at RfQ stage.
The Company has invested approximately GBP5.0 million in the EV
division over the last three years, and the division now has a
strong platform for sustained growth centred around a focussed
strategy, growing customer base, and an expanding opportunity
pipeline. The Company does however need new capital to invest in
its EV division so that it can seize the opportunities that are
within sight, including the Company's first high-volume serial EV
nomination which is anticipated in the first half of FY2024.
The Company is therefore undertaking the Fundraising to capture
the opportunity within the EV division and to invest in the
commercialisation and continued development of the Company's CCS
product aimed at the EV battery pack market. More specifically, the
net proceeds of the Fundraising (excluding the Retail Offer)
receivable by the Company will principally be used as follows:
-- GBP2.2 million: funding of the existing team dedicated to the
CCS product line, including recruitment of specialist expertise
such as laser weld and flexible printed circuit engineers;
-- GBP2.0 million: additional capital expenditure to deliver
higher volumes and quality through automation and to further
enhance capabilities; and
-- GBP0.4 million: working capital to support the growth from
the new EV product project pipeline.
Additional net proceeds received via the Retail Offer will be
used to capture the opportunity within the EV division and
accelerate its growth.
2. Details of the Fundraising
Details of the Convertible Loan
The Company intends to raise GBP 4.0 million by the issue of the
Convertible Loan Notes.
The Convertible Loan Notes are unsecured and interest is payable
at a fixed rate of 10 per cent. per annum. The Convertible Loan
Notes are repayable in full a day after the fifth anniversary of
their date of issue although they may be redeemed in whole at the
Company's discretion after the period of 24 months from the date of
issue of the Convertible Loan Notes, provided that the Early
Redemption Conditions are met and Noteholders will first be given
the opportunity to serve notice to convert their respective
Convertible Loan Notes and unpaid interest into new Ordinary
Shares.
The Convertible Loan Notes are convertible at the election of
the Noteholder at any time up until and including the date of
repayment at the Conversion Price.
The issue of the Convertible Loan Notes is conditional on the
Placing becoming unconditional (that is on Admission), including
the passing of the Fundraising Resolution.
Application will not be made for the Convertible Loan Notes to
be admitted to trading on AIM or any other exchange. Subject to
approval by the Shareholders of the Fundraising Resolution, the
Company will have adequate authority to issue the maximum number of
new Ordinary Shares which could result from the conversion of the
Convertible Loan Notes. Any new Ordinary Shares arising on
conversion will rank pari passu with the Ordinary Shares in issue
at that time and application for admission to trading on AIM will
be made at the appropriate time.
Further details of the Convertible Loan Notes will be set out in
Part 2 of the Circular.
Details of the Placing
In connection with the Placing, the Company has today entered
into a placing agreement with Singer Capital Markets (the "Placing
Agreement") pursuant to which Singer Capital Markets (acting as
agent for and on behalf of the Company in respect of the Placing)
has agreed, in accordance with its terms, to use reasonable
endeavours to procure subscribers for the Placing Shares at the
Issue Price. The Placing is not underwritten.
Participation in the Placing is subject to the terms and
conditions set out in Appendix 1 (which forms part of this
Announcement).
Following the release of this Announcement, Singer Capital
Markets will commence the Bookbuild in respect of the Placing. The
final number of Placing Shares to be placed at the Issue Price will
be determined at the close of the Bookbuild.
Singer Capital Market's obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, inter
alia:
i) the subscription agreements relating to the subscription by
Noteholders for the Convertible Loan Notes having become
unconditional in all respects (save for any conditions contained
therein relating to the Placing having completed or Admission
having occurred) and not having been terminated prior to
Admission;
ii) all the conditions in the Placing Agreement relating to the
placing of the Placing Shares having been fulfilled (or, where
applicable, waived);
iii) the Placing Shares having been unconditionally allotted and
issued by the Company before 8.00 a.m. on Admission;
iv) Admission taking place not later than 8.00 a.m. on 17
January 2024 (or such later date as Singer Capital Markets may
agree as the date for Admission but in any event not later than
8.00 am on the Long Stop Date);
v) the Company having confirmed to Singer Capital Markets that,
prior to the delivery of such confirmation, none of the warranties
of the Company contained in the Placing Agreement was untrue or
inaccurate in any respect or misleading on and as at the date of
the Placing Agreement or will be untrue or inaccurate in any
respect or misleading immediately prior to Admission when repeated
at that time, by reference to the facts and circumstances then
subsisting; and
vi) the Company having complied with or performed its
obligations under the Placing Agreement to the extent that the same
fall to be performed prior to Admission.
The Placing is not conditional upon the completion of the Retail
Offer. Application will be made for the Placing Shares to be
admitted to trading on AIM subject, inter alia, to the passing of
the Fundraising Resolution at the General Meeting. It is expected
that Admission will become effective and that dealings in the
Placing Shares will commence at 8.00 a.m. on 17 January 2024.
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. The Placing
Shares are not subject to clawback.
Details of the Retail Offer
In addition to the Placing, the Company intends to use the
BookBuild Platform to conduct a Retail Offer, on the terms to be
set out in a separate announcement to be made by the Company.
Up to 625,000 Retail Offer Shares will be issued pursuant to the
Retail Offer at the Issue Price to raise proceeds of up to an
additional GBP0.25 million (before expenses). The Retail Offer
Shares, when issued and fully paid, will 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.
Directors' Participation
All of the Directors, and certain members of the senior
management team, have indicated their intention to participate in
the Placing for an aggregate value of GBP95,000. The Directors'
proposed respective participations would constitute related party
transactions under Rule 13 of the AIM Rules for Companies. Details
of the participation by the Directors in the Placing will be set
out in the results of the Placing announcement following the close
of the Bookbuild.
3. City Code
The City Code applies to the Company. Under Rule 9 of the City
Code, any person who acquires an interest in shares which, taken
together with shares in which that person or any person acting in
concert with that person is interested, carry 30 per cent. or more
of the voting rights of a company which is subject to the City Code
is normally required to make an offer to all the remaining
shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with that person, is interested in shares which in the
aggregate carry not less than 30 per cent. of the voting rights of
such a company but does not hold shares carrying more than 50 per
cent. of the voting rights of the company, an offer will normally
be required if any further interests in shares carrying voting
rights are acquired by such person or any person acting in concert
with that person.
An offer under Rule 9 must be made in cash at the highest price
paid by the person required to make the offer, or any person acting
in concert with such person, for any interest in shares of the
company during the 12 months prior to the announcement of the
offer.
The Concert Party
Since the initial admission of the Ordinary Shares to trading on
AIM, the Company has agreed with the Panel that Richard Barton,
Chief Executive Officer, and his spouse Anne Barton (the "Concert
Party") are acting in concert in relation to the Company for the
purposes of the City Code.
As at the date of this Announcement, together the Concert Party
holds 55.24 per cent. of the issued share capital of the Company.
Richard Barton has indicated his intention to participate in the
Placing for 125,000 Placing Shares at the Issue Price. Anne Barton
does not intend to subscribe for New Ordinary Shares in the
Fundraising. Assuming full take up of the Retail Offer, following
Admission, the members of the Concert Party will be interested in
8,664,870 Ordinary Shares representing 46.62 per cent. of the
voting rights of the Company. A table showing the respective
individual interests in shares of the members of the Concert Party
on Admission is set out below:
Name Percentage of Enlarged Share
Capital
Richard Barton 41.32 per cent.
Anne Barton 5.30 per cent.
Following Admission, the members of the Concert Party will be
interested in Ordinary Shares carrying more than 30 per cent. of
the voting rights of the Company but will not hold Ordinary Shares
carrying more than 50 per cent. of the voting rights of the
Company. For so long as they continue to be acting in concert, any
increase in their aggregate interest in Ordinary Shares will be
subject to the provisions of Rule 9.
Noteholders
Hargreave Hale AIM VCT plc ("HH"), Octopus AIM VCT plc and
Octopus AIM VCT 2 plc ("Octopus") and Amati AIM VCT plc ("Amati")
have agreed to subscribe for the Convertible Loan Notes. As at the
date of this Announcement, HH holds 3.69 per cent. of the issued
share capital of the Company while Octopus and Amati hold 2.95 and
3.69 per cent. respectively. Assuming full take up of the Retail
Offer, following Admission, HH will hold 3.07 per cent. of the
voting rights of the Company while Octopus and Amati will hold 2.45
and 3.07 per cent. respectively. The Conversion Price of the
Convertible Loan Notes may vary in certain circumstances (further
details of which will be set out in the Circular). Depending upon
(i) the Conversion Price at which Convertible Loan Notes are
converted into Ordinary Shares and (ii) the number of Convertible
Loan Notes that are converted into Ordinary Shares by HH or any
other Noteholder, the conversion of such Convertible Loan Notes may
result in HH or any other Noteholder acquiring an interest in
Ordinary Shares which, when aggregated with any other interests
that it or they or their respective concert parties hold in the
Company, would result in them holding 30 per cent. or more of the
voting rights of the Company and therefore being required to make a
cash offer pursuant to Rule 9 of the City Code.
Notwithstanding the above, a condition of the terms of the note
instrument constituting the Convertible Loan Notes is that the
Convertible Loan Notes (and any applicable interest) cannot be
converted by any Noteholder such that the issue of Ordinary Shares
on conversion would create any obligation for such Noteholder, or
those deemed to be acting in concert with such Noteholder, to make
a mandatory offer for the Company pursuant to Rule 9 of the City
Code.
No request has been made to the Panel by any of the Noteholders
to seek the waiver of the obligation to make a general offer under
Rule 9 of the City Code for the Ordinary Shares not already owned
by them and their concert parties (if any) which could arise upon
the allotment and issue of Ordinary Shares to any of the
Noteholders upon the conversion of the Convertible Loan Notes (if
any). Any of the Noteholders may therefore be required to make a
mandatory cash offer under Rule 9 of the City Code for the Ordinary
Shares not already owned by them and their concert parties (if any)
to the extent that following such conversion of the Convertible
Loan Notes this results in any of the Noteholders holding an
interest in Ordinary Shares which carry 30 per cent. or more of the
voting rights of the Company.
4. EIS / VCT
EIS
In order for investors to claim EIS reliefs relating to their
Ordinary Shares in the Company, the Company has to meet a number of
rules regarding the kind of company it is, the amount of money it
can raise, how and when that money must be employed for the
purposes of the trade, and the trading activities carried on. The
Company must, following completion of the EIS investment, satisfy
HMRC that it meets these requirements and is therefore a qualifying
company in order to issue EIS3 certificates to the EIS investors,
allowing them to claim the EIS reliefs.
Although the Company currently expects to satisfy the relevant
conditions for EIS investment, neither the Company nor the
Directors give any warranty or undertaking that relief will be
available in respect of any investment in the Placing Shares or
that the Company will continue to satisfy the conditions for EIS
investment.
VCT
The status of the Ordinary Shares and, assuming that a VCT holds
at least 10% in Ordinary Shares (based on the higher of the actual
cost or value (as calculated for VCT purposes) attributed to such
Ordinary Shares), the Convertible Loan Notes as qualifying holdings
for VCT purposes will be conditional, inter alia, on the Company
continuing to satisfy the relevant requirements and on the Ordinary
Shares and Convertible Loan Notes (assuming that a VCT holds at
least 10% by value in Ordinary Shares) being held as "qualifying
holdings" for VCT purposes throughout the period of ownership.
Although the Company currently expects to satisfy the relevant
conditions for VCT investment, neither the Company nor the
Directors give any warranty, representation or undertaking that any
VCT investment in the Company will remain a qualifying holding nor
have they obtained any advance assurance from HMRC prior to the
date of this Announcement. The Company cannot guarantee or
undertake to conduct its business following Admission, in a way to
ensure that the Company will continue to meet the requirements of
the provisions of Part 6 of the Income Tax Act 2007.
5. Admission, Settlement and Dealings
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid, if any, in respect of
Ordinary Shares after their issue.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Subject to
the passing of the Fundraising Resolution at the General Meeting,
it is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence at 8.00 a.m. on
17 January 2024.
Settlement of the Placing will, at the option of Placees, be
within CREST. New Ordinary Shares will be delivered into the CREST
accounts for all Placees as soon as possible after 8.00 a.m. on 17
January 2024.
No temporary documents of title will be issued. Definitive share
certificates for Placees not settling through CREST will be
despatched by the Registrars within 10 Business Days of the date of
Admission. Prior to the despatch of such certificates, transfers
will be certified against the register of members of the Company
held by the Registrars.
6. General Meeting
The issue of the New Ordinary Shares is conditional upon, inter
alia, the approval by the Shareholders of the Fundraising
Resolution to be proposed at the General Meeting. In addition, the
Directors are seeking to renew the Company's share authorities and
pre-emption rights based on the Enlarged Share Capital of the
Company. Set out at the end of the Circular will be a notice
convening the General Meeting to be held at the offices of Singer
Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m.
on 15 January 2024.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Adam Le Van, Chief
Financial Officer of the Company.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"acting in concert" has the meaning given in the City Code
"Admission" the admission of the New Ordinary Shares
to trading on AIM becoming effective in accordance
with the AIM Rules which is expected to take
place at 8.00am on 17 January 2024
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange (as amended from
time to time)
"Announcement" this Announcement, including the Appendix
and the terms and conditions set out therein
"Articles of Association" the Company's articles of association
"Bookbuild" the bookbuilding process to be conducted
by Singer Capital Markets to determine demand
for participation by Placees in the Placing
"APC" Advanced Propulsion Centre
"Board" or "Directors" the directors of the Company at the time
of this announcement
"Bookbuild Platform" the online capital markets platform developed
by BB Technology Limited a company incorporated
in England and Wales with registered number
13508012
"Business Day" any day on which banks are usually open in
England and Wales for the transaction of
business, other than a Saturday, Sunday or
public holiday
"CAGR" compound annual growth rate
"CCS" Cell Contact Systems
"certificated" a share or other security not held in uncertificated
or "in certificated form (that is, not in CREST)
form"
"Circular" the circular containing further details of
the Fundraising and the Notice of General
Meeting in order to pass the Resolutions,
which is expected to be published by the
Company on or about 21 December 2023
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of an
Ordinary Share as derived from the Daily
Official List of the London Stock Exchange
"Company" or "Strip Strip Tinning Holdings Plc, a public limited
Tinning" company incorporated in England and Wales
with company number 13832126
"Concert Party for the purposes of the City Code, Richard
" Barton, Chief Executive Officer and his spouse
Anne Barton
"Conversion Price" has the meaning given in Part 2 (Summary
of the Convertible Loan Notes) of the Circular
"Convertible Loan the convertible loan notes due 2029 to be
Notes" issued pursuant to the terms of the note
instrument constituting the Convertible Loan
Notes
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
"CREST Member" a person who has been admitted to CREST as
a system-member (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"Early Redemption has the meaning given in Part 2 (Summary
Conditions" of the Convertible Loan Notes) of the Circular
"EBITDA" earnings before interest, tax, depreciation
(including impairment) and amortisation
"EEA" the European Economic Area
"EIS" the enterprise investment scheme, as particularised
in Part 5 of the Income Tax Act 2007
"Enlarged Share the issued share capital of the Company immediately
Capital" following Admission, assuming full take up
of the Retail Offer
"Estimated Expenses" the estimated expenses incurred in connection
with the Fundraising, being GBP0.4 million,
assuming all New Ordinary Shares are issued
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
"EV" or "Electric a vehicle powered by a battery charged by
Vehicle" electricity, as opposed to an internal combustion
engine fuelled by petrol or diesel
"Existing Ordinary the issued share capital of the Company as
Shares" at the Latest Practicable Date , being 15,459,714
Ordinary Shares
"FCA" the United Kingdom Financial Conduct Authority
"Form of Confirmation" the form of confirmation to be despatched
to the Placees by Singer Capital Markets
or the contract note made between Singer
Capital Markets and the Placees, in each
case which incorporate by reference the terms
and conditions of the Placing contained in
this Announcement
"FPC" Flexible Printed Circuit
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"Fundraising" together the Placing, Retail Offer and issue
of the Convertible Loan Notes
"Fundraising Resolution" the Resolution numbered 1 set out in the
Notice of General Meeting
"FY2023" the Company's full financial year ending
31 December 2023
"FY2024" the Company's full financial year ending
31 December 2024
"FY2025" the Company's full financial year ending
31 December 2025
"FY2026" the Company's full financial year ending
31 December 2026
"General Meeting" the general meeting of the Company to be
convened for 11.00 a.m. on 15 January 2024
at which the Resolutions will be proposed,
notice of which will be set out at the end
of the Circular
"Gross Proceeds" the maximum gross proceeds from the Fundraising
prior to the deduction of the Estimated Expenses,
being GBP5.25 million
"Group" the Company and its subsidiary undertakings
"HMRC" His Majesty's Revenue and Customs
"Intermediary" any financial intermediary that is appointed
in connection with the Retail Offer
"ISIN" International Securities Identification Number
"Issue Price" 40.0 pence per New Ordinary Share
"Latest Practicable 19 December 2023, being the latest practicable
Date" Business Day prior to this Announcement
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 31 January 2024
"MAR" Regulation (EU) 596/2014 of the European
Parliament and of the Council of 16 April
2014 on market abuse as it forms part of
the law of England and Wales by virtue of
section 3 of the European Union (Withdrawal)
Act 2018 (as it may be modified from time
to time by or under domestic law including,
but not limited to, by the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310)
"Material Adverse a material adverse effect, or any development
Effect" or matter reasonably likely to have a material
adverse effect, in or affecting the business,
condition (financial, trading, operational,
legal or otherwise), management, properties,
assets, rights, results of operations, earnings
or assets of the Group (taken as a whole),
whether or not arising in the ordinary course
of business and whether or not foreseeable
as at the date of the Placing Agreement
"Net Proceeds" the estimated net proceeds from the Fundraising
after the deduction of the Estimated Expenses
from the Gross Proceeds
"New Ordinary Shares" the Ordinary Shares to be issued in connection
with the Fundraising (being the Placing Shares
and the Retail Offer Shares)
"Noteholder" the holders of the Convertible Loan Notes
"Notice of General the notice of General Meeting to be set out
Meeting" at the end of the Circular
"OEM" original equipment manufacturer namely the
brand owner and assembler of finished automotive
vehicles into which the Group's products
are sold
"Ordinary Shares" the ordinary shares of one pence each in
the capital of the Company and "Ordinary
Share" shall be construed accordingly
"Panel" the Panel on Takeovers and Mergers
"PDLC" Polymer Dispersed Liquid Crystal
"Placee" any person that conditionally agrees to subscribe
for Placing Shares pursuant to the Placing
"Placing" the conditional placing by the Company of
the Placing Shares at the Issue Price, as
described in this Announcement
"Placing Agreement" the placing agreement dated 20 December 2023
entered into between the Company and Singer
Capital Markets in connection with the Fundraising
"Placing Shares" 2,500,000 New Ordinary Shares to be conditionally
subscribed for pursuant to the Placing in
accordance with the terms of the Placing
Agreement
"RfQs" Requests for Quotes
"Registrars" Link Group of Central Square, 29 Wellington
Street, Leeds LS1 4DL, the Company's registrar
"Resolutions" the resolutions to be proposed at the General
Meeting and set out in the Notice of General
Meeting
"Restricted Jurisdictions" United States, Australia, Canada, Japan,
New Zealand, The Republic of South Africa
or any other jurisdiction in which such release
publication or distribution would be unlawful
"Retail Investors" eligible investors (being UK retail Shareholders
of the Company) in the Retail Offer
"Retail Offer" the conditional offer by the Company of the
Retail Offer Shares at the Issue Price to
Retail Investors, through Intermediaries
via the BookBuild Platform, to be announced
by the Company on 21 December 2023
"Retail Offer Shares" up to 625,000 New Ordinary Shares to be issued
by the Company to Retail Investors at the
Issue Price pursuant to the Retail Offer
"RIS" or "Regulatory a Regulatory Information Service within the
Information Service" meaning given in the AIM Rules
"Singer Capital Singer Capital Markets Securities Limited,
Markets" the Company's broker, a limited liability
company in England and Wales with registered
number 05792780
"Shareholders" holders of Ordinary Shares
"Subscription Agreement" the subscription agreements entered into
between the Company and the Noteholders in
connection with the issue of the Convertible
Loan Notes
"uncertificated" a shareholding which is recorded on the register
or "in uncertificated of members of the Company as being held in
form" uncertificated form in CREST and title to
which, by virtue of the CREST Regulations,
may be transferred by means of CREST
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
"United States" the United States of America
or "US"
"VCT" venture capital trusts
"GBP" , "Pounds the lawful currency of the United Kingdom
Sterling", "sterling",
"Pence" or "pence"
IMPORTANT NOTICES
The distribution of this Announcement in or into jurisdictions
other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, such restrictions. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Subject to certain
exceptions, this Announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any jurisdiction where to do so might constitute a violation of
local securities laws or regulations.
Singer Capital Markets Advisory LLP, which is authorised and
regulated in the UK by the FCA, is acting as nominated adviser to
the Company in connection with the matters described in this
Announcement and is not acting for any other persons in relation to
the Fundraising and Admission. Singer Capital Markets Advisory LLP
is acting exclusively for the Company and for no one else in
relation to the contents of this Announcement and persons receiving
this Announcement should note that Singer Capital Markets Advisory
LLP will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Singer Capital
Markets Advisory LLP or for advising any other person on the
arrangements described in this Announcement. The responsibilities
of Singer Capital Markets Advisory LLP as the Company's nominated
adviser under the AIM Rules and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director, Shareholder, Noteholder or
other person in respect of their decision to acquire shares in the
capital of the Company or Convertible Loan Notes in reliance on any
part of this Announcement, or otherwise.
Singer Capital Markets Securities Limited ("Singer Capital
Markets"), which is authorised and regulated in the UK by the FCA,
is acting as broker to the Company in connection with the matters
described in this Announcement and is not acting for any other
persons in relation to the Fundraising and Admission. Singer
Capital Markets is acting exclusively for the Company and for no
one else in relation to the contents of this Announcement and
persons receiving this Announcement should note that Singer Capital
Markets will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Singer Capital
Markets or for advising any other person on the arrangements
described in this Announcement.
This Announcement contains statements about the Company that are
or may be deemed to be "forward-looking statements". All
statements, other than statements of historical facts, included in
this Announcement may be forward-looking statements. Without
limitation, any statements preceded or followed by, or that
include, the words "targets", plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", or words or terms of similar substance or
the negative thereof, are forward-looking statements.
Forward-looking statements may include, without limitation,
statements relating to future capital expenditures, expenses,
revenues, earnings, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects, etc.
These forward-looking statements are not guarantees of future
performance and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of any such person, or industry, to be materially
different from any results, performance or achievements expressed
or implied by such forward-looking statements. These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such
persons and the environment in which each will operate in the
future. Investors should not place undue reliance on such
forward-looking statements and, save as is required by law or
regulation (including to meet the requirements of the AIM Rules,
the City Code, the Prospectus Regulation Rules and/or FSMA), the
Company, Singer Capital Markets, Singer Capital Markets Advisory
LLP and their respective directors, officers, employees, agents,
members and partners expressly disclaim any obligation or
undertaking to update publicly or revise any forward-looking
statements (including to reflect any change in expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based). All subsequent oral or
written forward-looking statements attributed to the Company or any
persons acting on its behalf are expressly qualified in their
entirety by the cautionary statement above. All forward-looking
statements contained in this Announcement are based on information
available to the Directors at the date of this Announcement, unless
some other time is specified in relation to them.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
THE UNITED KINGDOM OR IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN RELATION TO THE
UNITED KINGDOM, AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR
A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN
THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
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 WITH ANY SECURITIES REGULATORY AUTHORITY OR
UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN
THE UNITED STATES. 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 OR
INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa, the
Republic of Ireland, Singapore, Hong Kong or Japan. Accordingly,
the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
the Republic of South Africa, the Republic of Ireland, Singapore,
Hong Kong or Japan or any other jurisdiction outside the United
Kingdom and EEA.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Singer
Capital Markets 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 Singer Capital Markets to inform
themselves about and to observe any such restrictions .
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation 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 FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), which form part of UK law by
virtue of the European Union (Withdrawal) Act 2018, and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID
II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Singer Capital Markets will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
This Announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. 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;
2. in the case of a Relevant Person in the United Kingdom or a
member state of the EEA which has implemented the Prospectus
Regulation (each, a "Relevant Member State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it 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 the United Kingdom or any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of Singer Capital Markets
has been given to the offer or resale; and
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom or any Relevant Member State other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Regulation as having been made
to such persons;
3. 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,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. it (and any account referred to in paragraph 4 above) is
outside the United States acquiring the Placing Shares in offshore
transactions as defined in, and in accordance with, Regulation S
under the US Securities Act ("Regulation S").
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement confirming the close of the
Placing and giving details of the results of the Placing (the
"Result of Placing Announcement") and the announcement confirming
the results of the Shareholder Meeting) (the "Result of Shareholder
Meeting Announcement") (together, the "Placing Documents") and any
information publicly announced through a regulatory information
service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the Form of
Confirmation sent to Placees by Singer Capital Markets to confirm
their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
either of Singer Capital Markets or the Company or any other person
and none of Singer Capital Markets , the Company nor any other
person acting on such person's behalf nor any of their respective
affiliates has or shall have any responsibility or liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). 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. No
Placee should consider any information in this Announcement to be
legal, tax, financial or business advice. Each Placee should
consult its own legal advisor, tax advisor, financial advisor and
business advisor for legal, tax, financial and business advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer Capital Markets is acting as placing agent and bookrunner
in connection with the Placing and has entered into the Placing
Agreement with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, Singer Capital
Markets , as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure placees for the Placing
Shares. The Placing is not being underwritten by Singer Capital
Markets or any other person nor is any part of the Placing subject
to clawback from the Retail Offer .
The price per Ordinary Share at which the Placing Shares are to
be placed is 40.0 pence per Placing Share (the "Issue Price"). The
timing of the closing of the book, pricing and allocations are at
the discretion of the Company and Singer Capital Markets . Details
of the total number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild via the Result of
Placing Announcement.
The allotment and issue of the Placing Shares is conditional
upon, amongst others, the passing of the Fundraising Resolution at
the Shareholder Meeting. Subject to the passing of the Fundraising
Resolution at the Shareholder Meeting, the Placing Shares have
been, or will be duly authorised and will, when issued, be credited
as fully paid up and will be issued subject to the Articles of
Association and 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 on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Application for admission to trading
Subject to the passing of the Fundraising Resolution, an
application will be made to the London Stock Exchange for admission
of the New Ordinary Shares to trading on AIM ("Admission").
It is expected that Admission in respect of the Placing Shares
will occur at or before 8.00 a.m. on 17 January 2024 (or such later
time or date as Singer Capital Markets may agree with the Company,
being no later than 8.00 a.m. BST on 31 January 2024) and that
dealings in the Placing Shares will commence at that time.
Bookbuild
Following this Announcement, Singer Capital Markets will today
commence the accelerated bookbuilding process to determine demand
for participation in the Placing by Placees (the "Bookbuild"). The
book will open with immediate effect. This Announcement gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Singer Capital Markets and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. Singer Capital Markets is acting as sole bookrunner and
placing agent in relation to the Placing as agent for and on behalf
of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Singer Capital Markets . Singer Capital Markets may itself agree to
be a Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.
3. The Bookbuild, if successful, will establish the aggregate
amount payable to Singer Capital Markets , as settlement agent for
the Company, by all Placees whose bids are successful. The number
of Placing Shares will be agreed by Singer Capital Markets (in
consultation with the Company) following completion of the
Bookbuild. The number of Placing Shares to be issued (in aggregate)
will be announced on an RIS following the completion of the
Bookbuild via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Singer Capital Markets . Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at the Issue Price. Bids may be scaled down
by Singer Capital Markets on the basis referred to in paragraph 5
below. Singer Capital Markets reserves the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of
the bids shall be at Singer Capital Markets ' absolute discretion,
subject to agreement with the Company.
5. The Bookbuild is expected to close no later than 4.30 p.m. on
20 December 2023 but may be closed earlier or later at the sole
discretion of Singer Capital Markets . Singer Capital Markets may,
in agreement with the Company, accept bids that are received after
the Bookbuild has closed. The Company reserves the right (upon the
prior agreement of Singer Capital Markets ) to reduce the number of
Placing Shares to be issued pursuant to the Placing, in its
absolute discretion.
6. Allocations of the Placing Shares will be determined by
Singer Capital Markets after prior consultation with the Company
(the proposed allocations having been supplied by Singer Capital
Markets to the Company in advance of such consultation).
Allocations will be confirmed orally by Singer Capital Markets and
a Form of Confirmation will be despatched as soon as possible
thereafter. Singer Capital Markets ' oral confirmation to such
Placee constitutes an irrevocable legally binding commitment upon
such person (who will at that point become a Placee), in favour of
Singer Capital Markets and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it and to pay the
Issue Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Articles of
Association. A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Announcement (including this
Appendix) and will be legally binding on the Placee on behalf of
which it is made and except with Singer Capital Markets ' consent,
such commitment will not be capable of variation or revocation
after the time at which it is submitted.
7. Each Placee's allocation and commitment to Singer Capital
Markets will be evidenced by a Form of Confirmation issued to such
Placee by Singer Capital Markets . The terms of this Appendix will
be deemed incorporated in that Form of Confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations of Singer Capital Markets under the Bookbuild
and the Placing will be subject to fulfilment or (where applicable)
waiver 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".
10. 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.
11. To the fullest extent permissible by law, neither Singer
Capital Markets , nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of Singer Capital Markets , the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of Singer
Capital Markets ' conduct of the Placing or of such alternative
method of effecting the Placing as Singer Capital Markets and the
Company may agree.
12. The Placing Shares will be issued subject to the terms and
conditions of this Announcement (including this Appendix) and each
Placee's commitment to subscribe for Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or Singer Capital
Markets ' conduct of the Placing.
13. All times and dates in this Announcement may be subject to
amendment. Singer Capital Markets shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated prior to Admission in
accordance with its terms.
Singer Capital Markets ' obligations under the Placing Agreement
are conditional on inter alia:
1. the issue by no later than 17 January 2024 (or such later
date as shall be agreed between the Company and Singer Capital
Markets) of the Convertible Loan Note by the Company and entry into
the Subscription Agreements;
2. the Result of Placing Announcement having been released to an
RIS by no later than 4.30 p.m. on the date of this Announcement (or
such other later time as Singer Capital Markets and the Company may
determine);
3. the issue by no later than 21 December 2023 (or such later
date as shall be agreed between the Company and Singer Capital
Markets) of the Circular to Shareholders and such other persons (if
any) entitled to receive notice of the General Meeting in
accordance with the Articles of Association;
4. the passing of the Fundraising Resolution without material
amendment at the General Meeting (or at any adjournment
thereof);
5. the Subscription Agreements having become unconditional in
all respects and not having been terminated prior to Admission (the
"Subscription Agreement Condition");
6. the Placing Shares having been allotted, conditional only on
Admission (the "Allotment Condition") ;
7. the Company having complied in all material respects with its
obligations and having satisfied all conditions to be satisfied by
it, in each case under the Placing Agreement or under the terms or
conditions of the Fundraising, or any of them, which fall to be
performed or satisfied on or prior to Admission (to the extent such
obligations and conditions are not waived by Singer Capital
Markets) ;
8. the delivery by the Company to Singer Capital Markets of the
documents referred to in the Placing Agreement, including a
certificate providing certain confirmations relating, inter alia,
to Admission signed by a Director for and on behalf of the Company
not later than 5.00 p.m. on the Business Day immediately prior to
the date on which Admission is expected to occur (and dated as of
such date);
9. none of the Warranties being untrue or inaccurate or
misleading at the date of the Placing Agreement and at any time
between such date and Admission and no fact or circumstance having
arisen which would render any of the Warranties untrue or
inaccurate or misleading if it was repeated as at any time up to
Admission by reference to the facts or circumstances then existing
; and
10. Admission occurring not later than 8.00 a.m. on 17 January
2024 (or such later time and/or date as Singer Capital Markets may
otherwise agree with the Company, being no later than 8.00 a.m. on
the Long Stop Date (the "Longstop Condition"),
(together, the "Conditions" and each a "Condition").
Singer Capital Markets may, at its sole discretion and upon such
terms as it thinks fit, waive compliance by the Company with the
whole or any part of any of the Company's obligations in relation
to the Conditions or extend the time or date provided for
fulfilment of any such Conditions in respect of all or any part of
the performance thereof. The Subscription Agreement Condition, the
Allotment Condition and the Longstop Condition may not be waived.
Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by Singer Capital Markets by the relevant time or
date specified (or such later time or date as Singer Capital
Markets may agree with the Company, being no later than 8.00 a.m.
on the Long Stop Date); or (ii) the Placing Agreement is terminated
in the circumstances specified below under "Right to terminate
under the Placing Agreement", 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 it or on its behalf (or
any person on whose behalf the Placee is acting) in respect
thereof.
Neither Singer Capital Markets nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the
satisfaction of any Condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Singer
Capital Markets .
Right to terminate under the Placing Agreement
Singer Capital Markets is entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
its terms in certain circumstances, including (amongst other
things):
1. the Circular is not issued to the Shareholders and such other
persons (if any) entitled to receive notice of the General Meeting
in accordance with the Articles of Association by 21 December
2023;
2. the Fundraising Resolution not being passed at the General
Meeting (or at any adjournment thereof);
3. the Subscription Agreements have not become unconditional in
all respects or otherwise have been terminated;
4. where any of the warranties contained in the Placing
Agreement is, or would be if repeated at any time up to Admission
(by reference to the facts and circumstances then existing), untrue
or inaccurate in any respect or misleading and which in the opinion
of Singer Capital Markets acting in good faith makes it impractical
or inadvisable to proceed with the Placing ;
5. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by Singer Capital Markets ;
6. there has been a development or event resulting in a Material
Adverse Effect which could in the opinion of Singer Capital Markets
acting in good faith, materially and adversely affect dealings in
the New Ordinary Shares following Admission whether or not
foreseeable at the date of the Placing Agreement;
7. if the Company is in breach of the Placing Agreement, in any
respect which Singer Capital Markets believes is material in the
context of the Placing and/or Admission, with any of its
obligations under the Placing Agreement (to the extent such
obligations fall to be performed prior to Admission); or
8. the occurrence of a material adverse change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions. If the Placing Agreement is terminated prior to
Admission then the Placing will not occur.
By participating in the Placing, each Placee agrees that (i) the
exercise by Singer Capital Markets of any right of termination or
of any other discretion under the Placing Agreement shall be within
the absolute discretion of Singer Capital Markets 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 or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by Singer Capital Markets of the allocation and commitments
following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Singer Capital Markets that,
between the date of the Placing Agreement and the date falling 120
days after Admission (the "Restricted Period"), it will not,
without the prior written consent of Singer Capital Markets (not to
be unreasonably withheld or delayed), directly or indirectly offer,
issue, lend, sell or contract to sell, issue options in respect of
or otherwise dispose of or announce an offering or issue of any
Ordinary Shares (or any interest therein or in respect thereof) or
any other securities exchangeable for or convertible into, or
substantially similar to, Ordinary Shares or enter into any
transaction with the same economic effect as, or agree to do, any
of the foregoing (whether or not legally or contractually obliged
to do so) provided that the foregoing restrictions shall not
restrict the ability of the Company or any other member of the
Group during the Restricted Period to:
1. grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non-executive share or
option schemes (current or future) or long term incentive plans of
the Company (in accordance with its normal practice);
2. allot and issue Ordinary Shares pursuant to the Convertible Loan Notes; or
3. issue and allot the New Ordinary Shares.
By participating in the Placing, Placees agree that the exercise
by Singer Capital Markets of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the restrictive provisions on further issuance under
the Placing Agreement shall be within the absolute discretion of
Singer Capital Markets and that they need not make any reference
to, or consult with, Placees and that they 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 (ISIN:
GB00BMHN9M05) following Admission will take place within the system
administered by Euroclear ("CREST"), subject to certain exceptions.
Singer Capital Markets reserves the right to require settlement
for, and delivery of, the Placing Shares (or any part thereof) to
Placees by such other means that they may deem necessary if
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
It is expected that settlement in respect of the Placing Shares
will take place on or around 17 January 2024 in accordance with the
instructions on a delivery versus payment basis.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a Form of
Confirmation stating the number of Placing Shares allocated to them
at the Issue Price, the aggregate amount owed by such Placee to
Singer Capital Markets and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions in respect of the Placing
Shares that it has in place with Singer Capital Markets .
The Company will deliver (or will procure the delivery of) the
Placing Shares to a CREST account operated by Singer Capital
Markets as agent for the Company and Singer Capital Markets will
enter its delivery 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.
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 the prevailing
Sterling Overnight Index Average (SONIA) as determined by Singer
Capital Markets .
Each Placee is deemed to agree that, if it does not comply with
these obligations, Singer Capital Markets may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for Singer Capital Markets ' account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and will be required to bear any stamp duty or stamp duty
reserve tax or other taxes or duties (together with any interest or
penalties) imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued 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. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither Singer Capital
Markets nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of Singer Capital Markets (in its capacity as bookrunner
and placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Admission, the Company, the Placing Shares or
otherwise other than the information contained in the Placing
Documents and the Publicly Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the Articles of Association;
4. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Singer Capital Markets nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and Singer Capital Markets on an
after-tax basis in respect of any Indemnified Taxes;
5. neither Singer Capital Markets nor any of its affiliates,
agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person in connection with
the Placing;
6. time is of the essence as regards its obligations under this Announcement;
7. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Singer Capital Markets ;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
9. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
10. in connection with the Placing, Singer Capital Markets and
any of its affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing
Shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to
Singer Capital Markets or any of its affiliates acting in such
capacity;
11. Singer Capital Markets and its affiliates may enter into
financing arrangements and swaps with investors in connection with
which Singer Capital Markets and any of its affiliates may from
time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares;
12. Singer Capital Markets does not intend to disclose the
extent of any investment or transactions referred to in paragraphs
10 and 11 above otherwise than in accordance with any legal or
regulatory obligation to do so;
13. Singer Capital Markets does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of Singer Capital Markets in
connection with its participation in the Placing and that Singer
Capital Markets has no duties or responsibilities to it for
providing the protections afforded to its respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by, and is exclusively the
responsibility of, the Company (and such other persons specifically
identified as accepting responsibility to certain parts thereto)
and neither Singer Capital Markets nor any of its affiliates
agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or
statement contained in, or omission from, this Announcement, the
Publicly Available Information or otherwise nor will they be liable
for any Placee's decision to participate in the Placing based on
any information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Singer Capital Markets or the Company nor any of
their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
18. neither Singer Capital Markets nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of Singer Capital
Markets , the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information;
19. neither Singer Capital Markets nor the Company will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
20. it may not rely, and has not relied, on any investigation
that Singer Capital Markets or any of its affiliates or any person
acting on any of their behalf, may have conducted with respect to
the Placing Shares, the terms of the Placing or the Company, and
none of such persons has made any representation, express or
implied, with respect to the Company, the Placing, the Placing
Shares or the accuracy, completeness or adequacy of the information
in the Placing Documents, the Publicly Available Information or any
other information;
21. in making any decision to subscribe for Placing Shares it:
a. has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
b. will not look to Singer Capital Markets for all or part of any such loss it may suffer;
c. is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
d. is able to sustain a complete loss of an investment in the Placing Shares;
e. has no need for liquidity with respect to its investment in the Placing Shares;
f. has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
g. has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
a. duly authorised to do so and has full power to make the
acknowledgments, warranties, representations, confirmations and
agreements herein on behalf of each such person; and
b. will remain liable to the Company and/or Singer Capital
Markets for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in Singer Capital Markets , the Company or any
of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officer of
Singer Capital Markets as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares for which it agrees to subscribe for
upon the terms of this Announcement;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Singer Capital Markets or any
person acting on behalf of the Company or Singer Capital Markets
that would, or is intended to, permit a public offer of the Placing
Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company,
Singer Capital Markets or any person acting on behalf of the
Company or Singer Capital Markets that would, or is intended to,
permit a public offer of the Placing Shares in the United States or
in any country or jurisdiction where any such action for that
purpose is required;
30. unless otherwise specifically agreed with Singer Capital
Markets , it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
Canada, the Republic of South Africa, the Republic of Ireland,
Singapore, Hong Kong or Japan;
31. it may be asked to disclose in writing or orally to Singer Capital Markets :
a. if he or she is an individual, his or her nationality; or
b. if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it has been advised and understands that the Placing Shares
have not been, and will not be, registered under the US Securities
Act, or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold or resold, pledged or delivered, directly or indirectly, in,
into or within the United States except pursuant to (i) an
effective registration statement under the US Securities Act; or
(ii) pursuant to an exemption from the registration requirements of
the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
33. it and the person(s), if any, for whose account or benefit
it is subscribing Placing Shares are, and at the time the Placing
Shares are subscribed for will be, outside the United States and
are acquiring Placing Shares only in an "offshore transaction"
within the meaning of, and in accordance with, Regulation S;
34. it is not subscribing for Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S;
35. it (and any account for which it is purchasing) is
subscribing for Placing Shares for investment purposes and not with
a view to any offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any Placing Shares into
the United States;
36. if, in the future it decides to offer, sell, transfer,
assign or otherwise dispose of Placing Shares, it will do so only
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act;
37. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
offering, marketing, presentational or other materials in
connection with or concerning the Placing, directly or indirectly,
in or into or from the United States (including electronic copies
thereof) or to any person located in the United States, and it has
not distributed, forwarded, transferred or otherwise transmitted
any such materials to any person;
38. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Singer Capital Markets in writing, it is a
Qualified Investor;
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
41. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom or a member state of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of Singer Capital Markets
has been given to each proposed offer or resale;
42. if in the United Kingdom, that it is a Qualified Investor
(i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order; or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
44. 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 and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Singer Capital Markets in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
45. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
48. in order to ensure compliance with the Regulations, Singer
Capital Markets (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to
Singer Capital Markets or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Singer Capital Markets ' absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Singer Capital Markets
' or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identify Singer Capital Markets (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, Singer Capital Markets
and/or the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
49. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 Singer Capital Markets may in its sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Issue Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares on its behalf;
51. any money held in an account with Singer Capital Markets on
behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from Singer Capital Markets ' money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee;
52. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Singer Capital Markets or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
53. neither Singer Capital Markets nor any of its affiliates,
nor any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
Singer Capital Markets is not acting for it or its clients, and
that Singer Capital Markets will not be responsible for providing
the protections afforded to customers of Singer Capital Markets or
for providing advice in respect of the transactions described in
this Announcement;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
a. used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
b. used that inside information to encourage, require, recommend
or induce another person to deal in the securities of the Company
or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial
instruments; or
c. disclosed such information to any person except as permitted
by MAR, prior to the information being made publicly available;
55. it undertakes to Singer Capital Markets at the time of
making its commitment to acquire Placing Shares that it will
confirm in writing to Singer Capital Markets in the Form of
Confirmation sent by Singer Capital Markets to Placees the number
of Placing Shares it intends to acquire and in respect of which VCT
or EIS relief will be sought and those Placing Shares in respect of
which such relief will not be sought;
56. the Retail Offer is not part of the Placing;
57. it acknowledges that the Placing is conditional upon,
amongst other things, Shareholders passing the Fundraising
Resolution to be set out in the Notice of General Meeting granting
the Directors authority to allot and issue relevant securities and
therefore that Admission may not occur;
58. the rights and remedies of the Company and Singer Capital
Markets under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others;
59. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or Singer Capital Markets in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange; and
60. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the Form of
Confirmation, contract note or other (oral or written) confirmation
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's or Singer Capital Markets '
conduct.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company and Singer Capital Markets and are
irrevocable. Singer Capital Markets , the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and Singer Capital Markets to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Singer Capital Markets and their
respective affiliates, agents, directors, officers and employees
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 given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by Singer Capital Markets , the Company or
any of their respective affiliates, agents, directors, officers or
employees arising from the performance of the Placees' obligations
as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing.
Where a Placee is acting in its capacity as a discretionary
investment manager on behalf of its underlying clients, then it is
the discretionary investment manager that is to be regarded as the
Placee for the purpose of this Announcement and not the underlying
client. For the avoidance of doubt, the representations and
warranties given are to be taken as made on behalf of the Placee
itself and not their underlying client.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the 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 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, the Placing Documents.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor Singer
Capital Markets will be responsible and the Placees shall indemnify
the Company and Singer Capital Markets on an after-tax basis for
any stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or Singer Capital Markets in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify Singer Capital
Markets accordingly. Placees are advised to consult with their own
advisers regarding the tax aspects of the subscription for Placing
Shares.
The Company and Singer Capital Markets are not liable to bear
any taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees, including any taxes arising otherwise
than under the laws of the United Kingdom or any country in the
EEA. Each prospective Placee should, therefore, take its own advice
as to whether any such tax liability arises and notify Singer
Capital Markets and the Company accordingly. Furthermore, each
prospective Placee agrees to indemnify on an after-tax basis and
hold Singer Capital Markets and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other
similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
Enterprise Investment Scheme (EIS) and Venture Capital Trusts
(VCT)
The Company currently expects certain of the Placing Shares to
be capable of satisfying the requirements for EIS relief. The
Company also currently expects certain of the Placing Shares to be
capable of constituting a qualifying holding for VCT purposes.
The status of such Placing Shares as a qualifying holding for
VCT purposes will be conditional (amongst other things) on the
qualifying conditions being satisfied throughout the period of
ownership. The status of such Placing Shares as qualifying for EIS
relief will be conditional (amongst other things) on the qualifying
conditions being satisfied, both by the Company and (as regards
those conditions to be met by the investor) the investor throughout
a period of at least three years from the date of issue.
There can be no assurance that, and the Directors nor the
Company give any warranty or undertaking to the effect that, the
Company will conduct its activities in a way that will secure or
retain qualifying status for VCT and/or EIS purposes (and indeed
circumstances may arise where the Directors of the Company believe
that the interests of the Group are not served by seeking to retain
such status). Further, the conditions for VCT and EIS relief are
complex and relevant investors are recommended to seek their own
professional advice before investing. This paragraph is without
prejudice to any separate comfort letters which may have been given
by the Company to certain EIS and/or VCT investors in connection
with the Placing.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGZMMZFLLGFZZ
(END) Dow Jones Newswires
December 20, 2023 02:00 ET (07:00 GMT)
Strip Tinning (LSE:STG)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Strip Tinning (LSE:STG)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024
