Publication of Circular and Notice of GM

RNS Number : 2169Q

Glantus Holdings PLC

17 February 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF GLANTUS HOLDINGS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

Glantus Holdings plc

(''Glantus'' or the ''Company'')

Publication of Circular and Notice of General Meeting

Glantus (AIM: GLAN), the provider of Accounts Payable ("AP") automation and analytics solutions, has today published its circular to shareholders (the "Circular") and Notice of Extraordinary General Meeting of the Company (the "EGM"), in connection with the raising of gross proceeds of approximately €1.4 million (before expenses) through a conditional subscription (the "Subscription").

As announced on 14 February 2023, the Company has received conditional subscription letters for new ordinary shares of €0.001 each ("Ordinary Shares") at a price of 9.25 pence per Ordinary Share (the "Issue Price") (the "Subscription Shares").

The issue of the Subscription Shares requires and is conditional upon, inter alia, the passing of certain share allotment and authority resolutions at an EGM of the Company.

Accordingly, the EGM to approve the Subscription will be held at 11.00 am on 16 March 2023 at the offices of the Company at Marina House, Block V, Eastpoint Business Park, Dublin, D03 AX24, Ireland.

The Circular, is being posted to shareholders today and will shortly be available on the Company's website, www.glantus.com . Part one of the Circular, which includes details of the EGM and Resolutions and the expected timetable, has been reproduced in full in the appendix to this announcement which is set out below.

Enquiries:

Glantus Holdings
Maurice Healy, CEO Diane Gray Smith, Interim CFO [e-mail]	[phone]
Shore Capital
Nominated Advisor and Broker Patrick Castle / John More / Tom Knibbs		+ 44 207 408 4090
Yellow Jersey PR Charles Goodwin Lilian Filips Annabelle Wills		[phone]
Appendix The below information has been reproduced in full from the Circular. Expected Timetable of Principal Events 2023 Announcement of posting of this document : 17 February Posting of this Circular and Form of Proxy to Shareholders : 17 February Latest time and date for receipt of Forms of Proxy for use at the Extraordinary General Meeting : 11.00 a.m. on 14 March Extraordinary General Meeting : 11.00 a.m. on 16 March Announcement of results of Extraordinary General Meeting : Following EGM on 16 March Admission of the Subscription Shares to trading on AIM : 8.00 a.m. on 17 March Each of the times and dates above is subject to change. Any such change will be notified by an announcement on a Regulatory Information Service. Definitions In this Circular, the Notice of EGM and the Form of Proxy, the following words and expressions will bear the meanings assigned to them below, and cognate words and expressions will bear corresponding meanings, unless the context requires otherwise: Admission admission of the Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules; AGM the annual general meeting of the Company held on 4 August 2022; AGM Allotment Authority the authority of the Directors, approved by the Shareholders at the AGM, to allot and issue up to an aggregate nominal value of €25,222 (representing approximately 66.66% of the issued ordinary share capital of the Company (excluding treasury shares) as at 5pm on 27 June 2022, which authority is valid until the earlier of  the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution, unless previously varied, revoked or renewed; AGM Disapplication Authority the authority of the Directors, approved by the Shareholders at the AGM, to disapply statutory pre-emption provisions in certain circumstances, including for allotments (other than by way of pre-emptive offer) up to an aggregate nominal value of €3,783 representing approximately 10% of the total nominal value of the Company's issued ordinary share capital (excluding treasury shares) as at 5pm on 27 June 2022 (including the allotment of equity securities pursuant to any employee share scheme or incentive scheme of the Company);  AIM the market of that name operated by the London Stock Exchange Group; AIM Rules together, the rules of AIM as set out in the publication entitled 'AIM Rules for Companies', published by the London Stock Exchange from time to time; BPC  Beach Point Capital; Board the board of Directors of the Company; Business Day any day other than a Saturday, Sunday or official public holiday during which banks are open for normal banking business in Dublin, Ireland; CBI or Central Bank the Central Bank of Ireland, established pursuant to the Central Bank Acts 1942 to 2010; Chairperson Barry Stephen Townsley, the non‑executive Chairperson of the Company; Chairperson's Letter the letter from the Chairperson of the Company, contained in Part 1 of this Circular; Circular this document, posted to the Shareholders on 17 February 2023, including the Chairperson's Letter and Notice of EGM contained herein; Company's Registrars Link Registrars Limited, whose registered offices are at Suite 149 The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland; Companies Act the Irish Companies Acts 2014, and every statutory modification and re-enactment thereof for the time being in force; Directors together, the statutory directors of the Company as at the date of this Circular and from time to time; ECB the European Central Bank; EGM or Extraordinary General Meeting the extraordinary general meeting of the Company, to be convened and held in the manner specified in the Notice of EGM, including any adjournment thereof; Euro Zone Markets such countries which have adopted the Euro as their official currency and which, as at the date of this Circular, include Austria, Belgium, Croatia, Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia and Spain; Euro, EUR or € the lawful currency of Ireland and other member countries of the Euro Zone Markets; Euroclear Bank Euroclear Bank SA/NV, an international central securities depository organised under the laws of the Kingdom of Belgium and operator of the Euroclear System; Euroclear System the securities settlement system operated by Euroclear Bank and governed by the laws of the Kingdom of Belgium; Extension Commitment a conditional commitment from BPC to extend the Company's repayment date by 12 months to 31 August 2024; FCA Financial Conduct Authority in the United Kingdom; Form of Proxy the form of proxy document to be used by Shareholders in connection with the EGM, accompanying this document; Founder Maurice Leonard Healy; Founder Cap 25.14% of the issued share capital of the Company; FSMA the UK Financial Services and Markets Act 2000, as amended; Group together, the Company and its direct and indirect subsidiaries from time to time, and "Group Company" is to be construed accordingly; Issue Date the date of issue of the Subscription Shares to the Subscribers; Issue Price the price per share at which the Subscription Shares are proposed to be issued, being £0.0925 per Subscription Share; London Stock Exchange London Stock Exchange plc; Long Stop Date 11 May 2023; Official List the official list of the FCA; Ordinary Share an ordinary share of €0.001 each in the capital of the Company; Pounds or £ the lawful currency of the United Kingdom; Resolutions together, the resolutions to be proposed at the EGM, as specified in the Notice of EGM; Shareholder a holder of one or more Ordinary Shares; Subscribers together, the investors who have each duly executed and delivered to the Company a Subscription Letter and thereby irrevocably agreed to acquire Subscription Shares at the Issue Price on the terms of the Subscription Letters, and Subscriber will be a reference to any one of them, as the context requires ; Subscription the cumulative transactions contemplated under the Subscription Letters, the implementation of which will comprise the allotment and issue by the Company to the Subscribers of, and the subscription by the Subscribers for, the Subscription Shares at the Issuer Price in accordance with the terms and subject to the conditions stipulated in the Subscription Letters; Subscription Funds the aggregate of the consideration that will be payable by the Subscribers to the Company for the allotment and issue of the Subscription Shares pursuant to the implementation of the Subscription; Subscription Letters collectively, the binding and irrevocable letters of subscription respectively executed and delivered to the Company by each of the Subscribers and in accordance with the terms and subject to conditions of which the Subscription will be implemented; Subscription Shares such number of Ordinary Shares in the capital of the Company which equals (to the nearest whole share) the amount of the Subscription Funds (being the equivalent of the Pounds amount based on the EUR/Pounds exchange rate as at 9.00am on the Business Day prior to the Issue Date) divided by the Issue Price, proposed to be issued by the Company to the Subscribers as part of the Subscription; and United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland. Any reference to any provision of any legislation shall include any provision in any legislation that amends, modifies, consolidates, re-enacts, extends or replaces the same. Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender.

Part 1 : Letter From the CHAIRPERSON

GLANTUS HOLDINGS PLC

(Incorporated and registered in Ireland with registered number 616225)

Directors : Barry Townsley (Non-Executive Chairperson) Maurice Healy (Chief Executive Officer and Executive Director) Geoff Keating (Chief Technology Officer and Executive Director) Diane Gray-Smith (Interim Chief Financial Officer andExecutive Director) Tom Price (Independent Non-Executive Director) Thomas Brooke (Independent Non-Executive Director)

Registered Office : Marina House Block V, Eastpoint Business Park Dublin D03 AX24 Ireland

17 February 2023

Dear Shareholder

Proposed Subscription for New Ordinary Shares to raise €1.4 million

Proposed Authority to Allot New Ordinary Shares and Dis‑apply Pre‑Emptive Rights

Notice of Extraordinary General Meeting of the Company

1  Background

The purpose of this Circular is to explain the background to the Subscription, convene the EGM and detail the reasons why the Board believes it to be in the best interests of the Company and the Shareholders as a whole that you vote in favour of the Resolutions.

The Company announced the following information on 14 February 2022 in its trading update for the financial year ended 31 December 2022:

As indicated in the Company's interim results at the end of September 2022, it has been a very challenging year for Glantus.  Accordingly, the Company expects to report, subject to audit, revenue for FY2022 of c.€10.8 million and an adjusted EBITDA loss of €2.1 million before exceptional restructuring costs and any impairment of goodwill from acquisitions.

These results have been impacted by a number of factors, including the negative impact the global restructuring has had on productivity, the relocation of the AP audit function to Costa Rica and the delayed onboarding of some new opportunities. In addition, the Board, having done a comprehensive review, has prudently determined that a material amount of revenue which was anticipated in FY2022 from two client contracts may not be achieved.

In response to the above, the Group has rapidly and decisively restructured the business. This has achieved annualised cost savings of over €3 million by reducing the global workforce by 39 persons. In addition, there has been a further significant reduction in operational infrastructure costs. This restructuring has consolidated operations globally with a focus on technology-led initiatives to drive margins and scale.

Alongside these cost savings, the Company has been able to generate encouraging monthly billing amounts in recent months, with average monthly billing in Q4 2022 of c.€1.22 million and in excess of €1.1 million for January 2023. This billing performance combined with the revised cost base means the Board believes the business is poised to deliver strong margins and positive cash flow from operations in 2023.

As a result of the challenges during FY 2022, the Company currently has low amounts of cash resources available for its use. In addition, under the Company's existing banking facilities with its lender, Beach Point Capital (BPC), the Company is due to repay €5 million in August 2023. The Company has been in discussions with BPC regarding such repayment and confirms that it has received from BPC a conditional commitment to extend the repayment date by 12 months to 31 August 2024 (the Extension Commitment). The Extension Commitment is conditional on both final legal agreement and the Company raising £1.2m through an equity raise.

Accordingly, in order to satisfy the equity raise condition described above and increase the cash resources available to it, the Company also announced later on 14 February 2023, that it had raised approximately €1.4 million (before expenses) from a combination of new and existing investors by a conditional irrevocable subscription for the Subscription Shares at the Issue Price, conditional on the passing of Resolutions 1 and 2 below.

Pursuant to the Subscription, the Company has received conditional subscription letters for the Subscription Shares at the Issue Price. The Issue Price presents a premium of c.12 per cent. to the previous day's closing share price of 8.25 pence per Ordinary Share on 13 February 2023, being the day prior to the announcement of the Subscription. In setting the Issue Price, the Directors have considered the price at which the Subscription Shares need to be offered to the Subscribers to ensure the success of the Subscription, whilst also minimising dilution for all other Shareholders.

As described further in paragraph 6 of this Part 1, the final number of Subscription Shares (subject to the 25.14% Founder Cap) which will be issued will be equal (to the nearest whole share) to the Subscription Funds (being the equivalent of the STG£ amount based on the EUR/STG exchange rate as at 9.00am the Business Day prior to the Issue Date) divided by the Issue Price. For illustrative purposes, assuming that approximately €1.4 million is raised under the Subscription, the Subscription Shares would represent c. 25.53% of the enlarged issued Ordinary Share capital of the Company if calculated from the EUR/STG exchange rate as at 9.00 am on the Business Day prior to the date of this document.

In order to maintain his shareholding of 25.14% (the Founder Cap), the founder and Chief Executive Officer of the Company, Maurice Leonard Healy (the Founder), is among the Subscribers that have bound themselves to subscribe for Subscription Shares at the Issue Price as part of the Subscription, the Founder will subscribe for the relevant number of Subscription Shares for an aggregate subscription consideration of €350,000. The other Subscribers in the Subscription are a combination of new and existing investors.

Following the date of this document but prior to the EGM, the Board may, if appropriate and at completely the Board's discretion, permit certain additional Subscribers to agree to acquire Subscription Shares up to the absolute limits set out in the Resolutions. To the extent that any additional Subscribers agree to acquire Subscription Shares, the Company will make further notifications by a Regulatory Information Service as applicable.

If Admission does not occur by the Long Stop Date, the Subscription Funds will be returned to the Subscribers and the Subscription Letters will cease to be of any further force or effect.

2  Use of Proceeds

The Company intends to use the net proceeds of the Subscription to settle certain deferred consideration payments for the acquisition of Technology Insight Corporation and Meridian Cost Benefit Limited, as well some remaining costs associated with the Company's recent restructuring and for working capital purposes.

In addition, as set out in the Company's trading update on 14 February 2023, under the Company's existing banking facilities with its lender, BPC, the Company is due to repay €5 million in August 2023. The Company has been in discussions with BPC regarding such repayment and has received in writing from BPC a conditional commitment to extend the repayment date by 12 months to 31 August 2024. The Extension Commitment is conditional on both final legal agreement and the Company raising £1.2 million through an equity raise. The Company is satisfying this equity raise condition through the Subscription.  However, even if the Subscription completes, there can be no certainty that an agreement for the BPC repayment extension will be completed.

3  Importance of the Vote

Shareholders should note that unless the Resolutions approving the Subscription are passed at the General Meeting, the Company will not receive the proceeds from the Subscription. The Subscription is being undertaken to increase the cash resources of the Company and in order to satisfy the equity raise condition in the Extension Commitment as described in paragraph 1 and 2 of this Part 1. If the €5 million loan repayment due in August 2023 is not extended as envisaged in the Extension Commitment, the Company will have to pursue alternative options in order to meet the loan repayment in August 2023 and there can be no guarantee that it would be successful. In addition, the Company will continue to have low amounts of cash resources available to operate the business with, noting the challenging trading conditions as set out in the Company's trading update on 14 February 2022 and in Paragraph 1 of this Part 1.

The Directors believe completion of the Subscription and approval of the Resolutions to be proposed at the EGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, it is important Shareholders vote in favour of the Resolutions.

4  Related Party Transaction

The participation of the Founder, as a Director of the Company, in the Subscription constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent Directors, being the Directors excluding the Founder, consider, having consulted with Shore Capital, the Company's nominated adviser, that the Founder's participation in the Subscription is fair and reasonable insofar as Shareholders are concerned.

5  Irrevocable Undertakings

The Company has received irrevocable undertakings to vote in favour of the Resolutions from all Directors who hold Ordinary Shares together with certain Shareholders who hold, or are interested in, an aggregate of 20,002,485 Ordinary Shares, representing approximately 52.87 per cent. of the Company's issued share capital.

6  EGM and Resolutions

The Board is seeking Shareholder authority for the issue of the Subscription Shares (including the issue of Subscription Shares to any additional Subscribers following the date of this document but prior to the EGM) and additional authority for general use.

At the end of this document is a notice convening an EGM of the Company, which is to be held at the offices of the Company at Marina House, Block V, Eastpoint Business Park, Dublin, D03 AX24, Ireland, on 16 March 2023, at 11.00 a.m., at which the Resolutions detailed therein will be proposed to the Shareholders.

In summary, if approved as proposed by the Board:

(i)  Resolution 1 - authorises the Board, as an ordinary resolution pursuant to section 1021 of the Companies Act, to allot and issue Subscription Shares to the Subscribers. In the event that Resolution 1 is not passed, the Subscription will not proceed. For the avoidance of doubt, this authority will be in addition to the AGM Allotment Authority, which will remain valid notwithstanding the approval of Resolution 1. The number of Subscription Shares in the capital of the Company to be issued to the Subscribers will be equal (to the nearest whole share) to the Subscription Funds (being the equivalent of the STG£ amount based on the EUR/STG exchange rate as at 9.00am on the Business Day prior to the Issue Date) divided by the Issue Price.

(ii)  Resolution 2 - grants to the Board, by way of a special resolution, authority to allot the Subscription Shares to the Subscribers without applying statutory pre-emption rights for Shareholders. For the purposes of Section 1023 of the Companies Act (and in particular under subsection (7) thereof), the Directors state that:

a.    their reasons for recommending that they be authorised to issue New Ordinary Shares in accordance with the Resolutions contained in the Notice are set out, inter alia, in paragraphs 1, 2 and 3 of this letter;

b.  the amount to be paid to the Company in respect of each Subscription Share will be the Issue Price; and

c.  their justification of that amount is set out in paragraphs 1, 2 and 3 of this letter.

To ensure sufficient authority in the event of an exchange rate movement following between the date of this document and the Business Day prior to the Issue Date or any additional Subscribers following the date of this document, Resolution 2 grants up to 20% additional authority (calculated from the estimated number of Subscription Shares which would be issued pursuant to the Subscription) to the Board to allot and issue Ordinary Shares without applying statutory pre-emption rights for Shareholders in connection with the Subscription, estimated based on a raise of subscription funds of €1.4 million and applying the EUR/STG exchange rate at the ECB closing price on 14 February 2023, being the date that the Subscription Letters were entered into.

(iii)  Resolution 3 - grants to the Board, by way of a special resolution, further authority to disapply the strict statutory pre-emption provisions for allotments (other than by way of pre-emptive offers) up to an additional aggregate nominal value of €10,160.66 which represents approximately 20% of the estimated total nominal value of the Company's enlarged issued ordinary share capital (excluding treasury shares) following the issue and allotment of the Subscription Shares.  For the avoidance of doubt, this authority will be in addition to Resolution 2 but will replace the existing AGM Disapplication Authority, which will be revoked.

If adopted, these authorities will expire at the conclusion of the next annual general meeting of the Company or at midnight on the date which is 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

The new authorities are being sought predominately to allow the Company to complete the Subscription and to assist the Board in implementing measures that may arise from the strategic review of the Company.

Note: Unless the context otherwise requires, all references to information provided as at 5.00 p.m. on 16 February 2023 throughout this letter are to that time being the latest practicable time and date for that information prior to the issue of this letter.

7  Action to be taken by Shareholders

Voting by proxy

The process for appointing a proxy and/or voting in connection with the resolutions to be proposed at the meeting depends on the manner in which you hold your shares. Further details are set out in the Statement of Procedures on pages 10 - 13 of this document. For those Shareholders who intend to appoint a proxy other than the Chairperson of the EGM, we would ask that, as a contingency measure, you would additionally appoint the Chairperson of the EGM as an alternative proxy in the event that the initially intended proxy is unable to attend for any reason (and does not appoint a substitute). This will facilitate your vote being included in the wider range of contingent scenarios.

Please note that persons holding their interests in the Company through the Euroclear Bank must comply with any earlier or other voting submission deadline imposed by those systems. Further information in this respect is provided in the Statement of Procedures on pages 10 - 13 of this document.

Completion and return of a Form of Proxy or transmitting an electronic proxy instruction will not prevent a Shareholder from attending the EGM and voting in person should such Shareholder wish to do so.

Questions and teleconferencing facilities to listen to the business of the EGM

The Company recognises the importance of engagement with Shareholders in respect of the EGM. In this regard, Shareholders may submit questions for the Board in advance of the meeting. Details of how to do this are provided in the Statement of Procedures set out at the end of this document. Shareholders present may also raise questions in person during the meeting. All questions must relate to the business of the EGM.

The Company will provide teleconferencing facilities to allow Shareholders to listen to the business of the EGM remotely. Details of registering for such facilities will be provided on the Company's website, www.glantus.com in advance of the EGM. Please note that this facility will allow you to listen to the business of the EGM only, you will not be able to use this facility to vote or raise questions or points.

8.  Recommendation

The Directors believe completion of the Subscription and approval of the Resolutions to be proposed at the EGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that you vote in favour of the Resolutions, as the Directors who hold shares in the Company intend to do in respect of their own beneficial shareholdings amounting, in aggregate, to 14,288,412 existing Ordinary Shares, representing approximately 37.77% of the issued share capital of the Company at the date of this Circular.

About Glantus Holdings plc

Glantus Holdings (AIM: GLAN) Glantus is a global provider of accounts payable automation and analytics solutions. Glantus' mission is to harness technology to drive innovation, unlocking efficiencies in AP to maximise working capital for global enterprise organisations. The award-winning Glantus DataShark Platform connects all AP systems and suppliers on one agile platform, eliminating cost and delivering new revenue streams. We work in tandem with our partners to deliver joint enterprise digital transformation solutions. For more information see glantus.com.

Founded in 2014 and headquartered in Dublin, Glantus has offices in the United States, United Kingdom, Poland and Costa Rica.  

IMPORTANT NOTICE

This Announcement, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company or Shore Capital or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Members of the public are not eligible to take part in the Subscription and no public offering of the Subscription Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

Shore Capital and Corporate Limited (Shore Capital), 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 Subscription. The responsibilities of Shore Capital, 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 or other person in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement or otherwise.

 

END

 

 

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