Private CB and ABB Launch
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, 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, 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 ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
18 October 2022
Avacta Group plc
("Avacta" or the "Company")
Proposed placing to raise approximately £5.0 million by way of an accelerated bookbuild
Open offer to raise up to approximately £2.0 million
Offering of convertible bonds in aggregate principal amount of £55.0 million
Further to the Company's announcement this morning on its proposed acquisition of Launch Diagnostics Holdings Limited ("Launch Diagnostics") for up to £ 37 million (the "Acquisition"), the Company today also announces a proposed:
· non-pre-emptive placing of new ordinary shares of 10 pence each in the capital of the Company (the "Ordinary Shares") (the "Placing Shares") to raise gross proceeds of approximately £ 5.0 million (the "Placing") at an offer price of 95 pence per new Ordinary Share (the "Offer Price"). The Offer Price represents a discount of approximately 4.0% per cent. to the middle market closing price of an Ordinary Share on 17 October 2022;
· subscription for 15,000 new Ordinary Shares (the "Management Subscription Shares") by the Company's chair, Dr Eliot Forster, at the Offer Price (the "Management Subscription");
· open offer of new Ordinary Shares to Qualifying Shareholders (the "Open Offer Shares") to raise gross proceeds of up to approximately £2.0 million (the "Open Offer") at the Offer Price; and
· offering of convertible bonds of £55 million in aggregate principal amount with an issue price of 95 per cent. of the principal amount (resulting in gross cash proceeds of £52.25m) to be issued by its wholly-owned subsidiary Addition Finance (Jersey) Limited, with 6.5 per cent. per annum coupon (payable quarterly in cash or shares at the Company's option) and an initial 25 per cent. conversion premium to the Offer Price, with a 5 year term (the "Convertible Bonds" and the "Convertible Bond Offering").
It is intended that the Placing, the Management Subscription, the Open Offer and the Convertible Bond Offering (together, the "Fundraise") will result in the Company raising total gross proceeds of up to approximately £62.0 million.
Background to and reasons for the Fundraise
The Acquisition provides Avacta with an established route to market in the UK and several European in-vitro diagnostics ("IVD") markets for existing and future products that it distributes, develops or acquires. It is the first step in building an integrated IVD business with global reach that has the advantage of Avacta's proprietary Affimer® platform to differentiate its immunodiagnostic products in a competitive market. The Company intends to use the net proceeds of the Fundraise to pay the initial consideration of £ 24 million for the Acquisition, for general working capital purposes of the enlarged Group and to support expected growth of the Group (as enlarged by the Acquisition and any future acquisitions).
The Fundraise is not conditional on Shareholder approval, nor is the Fundraise conditional on the completion of the Acquisition which is expected to close on or around 21 October 2022.
If the Acquisition terminates or otherwise does not complete by 14 November 2022 (being the long stop date under the Acquisition Agreement), the Company may, at its option, decide to use the net proceeds of the Fundraise allocated to pay the consideration for the Acquisition for alternative acquisitions.
Details of the Fundraise
Placing
The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this announcement (being, together with the Appendices hereto, the "Announcement") and will be made available to new and existing institutional investors. Stifel Nicolaus Europe Limited ("Stifel") is acting as sole bookrunner in respect of the Placing.
The Placing is subject to the Terms and Conditions set out in Appendix I to this Announcement. Stifel will commence the Bookbuild immediately following the release of this Announcement. The number of Placing Shares to be placed at the Offer Price will be decided following completion of the Bookbuild. The book will open with immediate effect following this Announcement. The timing of the closing of the book and allocations are at the absolute discretion of the Company and Stifel. Details of the number of Placing Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.
The Company acknowledges that it is seeking to issue Placing Shares representing up to 5 per cent. of its existing issued ordinary share capital on a non pre-emptive basis and has therefore consulted, where possible, with the Company's major institutional shareholders ahead of this Announcement. The Placing structure has been chosen as it minimises cost, time to completion and use of management time.
The Placing Shares and Management Subscription Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue. The aggregate number of Placing Shares and Management Subscription Shares shall not exceed 12,719,000 Ordinary Shares (being approximately 5 per cent. of the Company's current issued ordinary share capital).
Application has been made to the London Stock Exchange for the Placing Shares and the Management Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that settlement for the Placing Shares and the Management Subscription Shares and Admission will take place at 8.00 a.m. on 20 October 2022. The Placing and the Management Subscription are conditional upon, among other things, Admission becoming effective and the placing agreement entered into today between the Company and Stifel (the "Placing Agreement") not being terminated in accordance with its terms.
Appendix I sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who chose to participate in the Placing, by making an oral, electronic or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.
Placees should note that the Placing Shares do not carry any entitlement to participate in the Open Offer. The Placing Shares are not subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.
Open Offer
In order to provide Qualifying Shareholders with an opportunity to participate in the Fundraise, on the terms and subject to the conditions to be set out in the Circular (and, the case of Qualifying Non-CREST Shareholders, the Application Form), the Company is providing Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares pro rata to their existing shareholdings at the Offer Price on the basis of:
3 Open Offer Shares for every 365 Ordinary Shares
Fractions of Ordinary Shares will not be issued and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Shareholders who have sold or otherwise transferred all of their Existing Shares before the ex-entitlement date will not be entitled to participate in the Open Offer. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also apply to subscribe for additional Open Offer Shares under the Excess Application Facility up to the total number of Open Offer Shares available in the Open Offer. The Open Offer is not underwritten and no prospectus will be published in connection with the Open Offer.
The Open Offer Shares will not be made available (in whole or in part) to the public except under the terms of the Open Offer. Subject to certain exceptions, the Open Offer will not be made to Qualifying Shareholders in any jurisdiction other than the United Kingdom. Accordingly, Application Forms will not be sent to, and Open Offer Entitlements will not be credited to the accounts of, Qualifying Shareholders outside the United Kingdom.
Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market on behalf of or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.
Full terms and conditions of the Open Offer will be contained in the Circular and, in respect of Qualifying Non-CREST Shareholders, in the Application Form, which are expected to be sent to Shareholders and be made available on the Company's website at www.avacta.com on or around 19 October 2022.
Convertible Bond Offering
The Company has conditionally agreed to issue £ 5 5 million in aggregate principal amount of senior unsecured convertible bonds due 2027 to a fund advised by Heights Capital Ireland LLC (the "Convertible Bond Investor"), a global equity and equity-linked focused investor . Stifel is acting as sole private placement agent in respect of the Convertible Bond Offering.
The Bonds will be issued by Addition Finance (Jersey) Limited, a wholly-owned subsidiary of the Company incorporated in Jersey (the "Issuer"), and will be guaranteed by the Company. Subject to certain conditions, the Bonds will be convertible into preference shares of the Issuer which, subject to the Company electing to pay cash, will be automatically exchangeable into fully paid Ordinary Shares.
The issuance of the Convertible Bonds is conditional on, among other things, the completion of the Placing and the Management Subscription resulting in no less than £5.0 million gross proceeds to the Company and on the satisfaction or waiver of other customary conditions. Subject to the satisfaction of the conditions to the Convertible Bonds subscription, it is intended that the Convertible Bonds will be issued to the Convertible Bond Investor on or shortly after the Closing Date.
The Convertible Bonds will be issued at 95 per cent. of their principal amount, have a coupon of 6.5 per cent. per annum and amortise quarterly at 5 per cent. of the initial principal amount, payable quarterly in cash or new Ordinary Shares at the Company's option. The initial conversion price for the Convertible Bonds will be set at a 25 per cent. premium to the Offer Price (the "Initial Conversion Price"). The Initial Conversion Price will be subject to customary adjustment provisions, and will be subject to one reset on the date falling 18 months after the Issue Date (to a price no lower than the Offer Price (as adjusted pro rata for any subsequent adjustment made to the Initial Conversion Price)). Following any downward reset, the conversion price may reset back upwards to the previous conversion price if the daily VWAP on each of at least 20 trading days in any period of 30 consecutive trading days in the nine month period following the reset date is greater than 130 per cent. of the Initial Conversion Price.
A summary of the principal terms of the Convertible Bonds is set out in Appendix II to this Announcement.
General
Capitalised terms used but not otherwise defined in the text of this Announcement are defined in Appendix III to this Announcement.
Expected Timetable of Principal Events (1)(2)
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Date |
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Record Date for entitlements under the Open Offer |
6.00 p.m. on 14 October 2022 |
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Announcement of the Fundraise |
7.00 a.m. on 18 October 2022 |
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Announcement of the results of the Bookbuild |
18 October 2022 |
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Ex-Entitlement Date for the Open Offer |
19 October 2022 |
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Posting of the Circular and, to certain Qualifying non-CREST Shareholders only, the Application Form |
19 October 2022 |
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Admission of the Placing Shares and the Management Subscription Shares |
20 October 2022 |
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Expected settlement of the Convertible Bonds |
20 October 2022 |
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Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders |
21 October 2022 |
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Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST |
4.30 p.m. on 1 November 2022 |
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Latest time and date for depositing Open Offer Entitlements into CREST |
3.00 p.m. on 2 November 2022 |
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Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 3 November 2022 |
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Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate) |
11.00 a.m. on 7 November 2022 |
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Announcement of the results of the Open Offer |
8 November 2022 |
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Admission effective and dealings in the Open Offer Shares expected to commence on AIM |
9 November 2022 |
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Expected date for crediting of the Open Offer Shares in uncertificated form to CREST stock accounts |
9 November 2022 |
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Expected date of dispatch of share certificates in respect of the Open Offer Shares |
by 16 November 2022 |
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Notes : |
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(1) Each of the times and dates are indicative only and are subject to change at the absolute discretion of the Company. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company by announcement through a RIS. |
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(2) References to times in this Announcement are to London, UK times unless otherwise stated. |
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This announcement is released by the Company and contains inside information under the UK Market Abuse Regulation, encompassing information relating to the Fundraise described above. The person responsible for arranging for the release of this announcement on behalf of the Company is Tony Gardiner, Chief Financial Officer.
Enquiries
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Avacta Group plc Alastair Smith, Chief Executive Officer Tony Gardiner, Chief Financial Officer Michael Vinegrad, Group Communications Director |
Tel: +44 (0) 844 414 0452 |
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Stifel Nicolaus Europe Limited Nicholas Moore / Nick Adams / Samira Essebiyea / Nick Harland / Dhiren Suares / William Palmer-Brown |
Tel: +44 (0) 207 710 7600 |
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FTI Consulting (Financial Media and IR) Simon Conway / Alex Shaw / George Kendrick |
Tel: +44(0) 203 727 1000 |
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Zyme Communications (Trade and Regional Media) Lily Jeffery |
Tel: +44 (0)7891 477 378 |
Important Notices
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE " UNITED STATES "), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, Stifel Nicolaus Europe Limited (" Stifel ") or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or an offering of the Convertible Bonds or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares or to the Convertible Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Stifel to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the " EU Prospectus Regulation ") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (" EUWA ") (the " UK Prospectus Regulation ")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the " Securities Act "), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act (" Regulation S ")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) (" QIBs ") and who have executed and delivered to the Company and Stifel an Investor Representation Letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Placing Shares or the Convertible Bonds will be made in the United States or elsewhere.
The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, 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.
No person shall, without the consent of the Jersey Financial Services Commission, circulate in Jersey any offer for subscription, sale or exchange of the Convertible Bonds.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing or the Convertible Bond Offering.
This Announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area (the " EEA "), qualified investors (" Qualified Investors ") within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation and who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the " Order "); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order (" UK Qualified Investors "); or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being " Relevant Persons ").
This Announcement 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.
The Convertible Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of the UK Prospectus Regulation; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (" FSMA ") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the " UK PRIIPs Regulation ") for offering or selling the Convertible Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Convertible Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
The Convertible Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (" MiFID II "); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the " PRIIPs Regulation ") for offering or selling the Convertible Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Convertible Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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 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, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a " Placee ") by making an oral or written and legally binding offer to acquire Placing Shares 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 in Appendix I to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix I to this Announcement.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries from time to time (including after the Acquisition completes) (the " Group "). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, Stifel, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or the London Stock Exchange.
Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively for the Company and the Issuer and no one else in connection with the Placing and the Convertible Bond Offering, the contents of this Announcement or any other matters described in this Announcement. Stifel will not regard any other person as its client in relation to the Placing, the Convertible Bond Offering, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees or bondholders) other than the Company and the Issuer for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the Convertible Bond Offering the content of this Announcement or any other matters referred to in this Announcement.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Fundraise. Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares, the Management Subscription Shares, the Open Offer Shares or the Convertible Bonds. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the FSMA does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
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.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the " UK Product Governance Requirements "), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the " 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, Stifel 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 Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX 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 THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THIS " ANNOUNCEMENT ") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE " EEA "), PERSONS WHO ARE QUALIFIED INVESTORS (" QUALIFIED INVESTORS ") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE " EU PROSPECTUS REGULATION "); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE " UK PROSPECTUS REGULATION ") AND WHO ARE: (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE " ORDER "); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (" UK QUALIFIED INVESTORS "); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS ").
THIS ANNOUNCEMENT 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 SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such release, publication or distribution is unlawful (each a " Restricted Territory "). The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Stifel Nicolaus Europe Limited (" Stifel ") or any of their respective Affiliates or any of its or their respective agents, directors, officers or employees (collectively " Representatives ") which 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 distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and Stifel to inform themselves about, and to observe, any such restrictions.
This Announcement does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in the United States or any other Restricted Territory or any jurisdiction where such offer or solicitation is unlawful.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the " FSMA ") does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any 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 unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
None of the Company, Stifel or any of their respective Affiliates or its or their respective Representatives makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel or any of its Affiliates or its or their respective Representatives 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 party or its advisers, and any liability therefore is expressly disclaimed.
Stifel is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the " Placees ") will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:
1. it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. if it is in a member state of the EEA, it is a Qualified Investor;
3. if it is in the United Kingdom, it is a UK Qualified Investor;
4. it is subscribing for Placing Shares for its own account or is subscribing for 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, undertakings, agreements, acknowledgments and indemnities contained in this Announcement;
5. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable): (i) the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of Stifel has been given to each proposed offer or resale; or (ii) where the Placing Shares have been subscribed for by it on behalf of persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
6. it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
7. other than a limited number of " qualified institutional buyers " ( " QIBs " ) as defined in Rule 144A under the Securities Act ( " Rule 144A " ) who have delivered to the Company and Stifel a US Investor Letter substantially in the form provided to it, (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S; and
8. the Company and Stifel and its agent will rely upon the truth and accuracy of, and compliance with, the foregoing representations, warranties, undertakings, agreements and acknowledgements. Each Placee hereby agrees with Stifel, its agent and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if Stifel or its agent confirms (orally or in writing) to such Placee its allocation of Placing Shares.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
The Fundraise will comprise the Convertible Bond Offering, the Placing, the Management Subscription and the Open Offer. Details of the Convertible Bond Offering, the Management Subscription and the Open Offer can be found in the main body of this Announcement. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Bookbuild
Following this Announcement, Stifel will today commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect.
Stifel and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Details of the Placing Agreement and of the Placing Shares
Stifel is acting as sole global coordinator and bookrunner in connection with the Placing.
Stifel has today entered into an agreement with the Company (the " Placing Agreement " ) under which, subject to the conditions set out therein, Stifel has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at a price of 95 pence per Placing Share (the " Offer Price " ) and in such number to be determined following completion of the Bookbuild. The final number of Placing Shares will be determined by the Company and Stifel at the close of the Bookbuild and will be set out in the placing terms (if executed) (the " Placing Terms " ). The timing of the closing of the book and allocations are at the discretion of the Company and Stifel. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
Subject to the execution of the Placing Terms, and not in respect of any Placing Shares placed with Placees by Stifel's agent, Stifel has agreed with the Company, in the event of any default by any Placee in paying the Offer Price in respect of any Placing Shares allotted to it, to take up such Placing Shares itself at the Offer Price.
The total number of Ordinary Shares to be issued pursuant to the Placing shall not exceed 12,719,000 Ordinary Shares, representing approximately 5 per cent. of the Company's existing issued Ordinary Share capital.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the Closing Date. The Placing Shares will be issued free of any encumbrances, liens or other security interests.
Placees should note that the Placing Shares do not carry any entitlement to participate in the Open Offer. The Placing Shares are not subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM ( " Admission " ). It is expected that Admission will become effective at 8.00 a.m. on 20 October 2022 or such later time and date (being not later than 8.00 a.m. on 27 October 2022) as Stifel and the Company may agree.
Participation in, and principal terms of, the Placing
1. Stifel is arranging the Placing as agent of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stifel or its agent. Stifel and its Affiliates are entitled to enter bids in the Bookbuild as principal.
3. The results of the Placing and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the " Placing Results Announcement " ).
4. To bid in the Bookbuild, prospective Placees may communicate their bid by telephone or in writing to their usual sales contact at Stifel or its agent. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Offer Price. Bids may be scaled down by Stifel in its sole discretion.
5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Stifel, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and Stifel. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Stifel, to pay to Stifel (or as Stifel or its agent may direct) as agent for the Company in cleared funds an amount equal to the product of the Offer Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
6. The Bookbuild is expected to close no later than 5.00 p.m . (London time) on 18 October 2022, but may be closed earlier or later at the discretion of Stifel. Stifel may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
7. Each Placee's allocation will be determined by the Company in consultation with Stifel and will be confirmed to Placees orally or in writing by Stifel or its agent following the close of the Bookbuild and a trade confirmation will be dispatched as soon as possible thereafter. That oral or written confirmation (at Stifel's discretion) to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Stifel and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the Offer Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's constitutional documents.
8. Stifel may, notwithstanding paragraphs 4 and 5 above, and subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of Stifel. The Company reserves the right (upon agreement with Stifel) to reduce or seek to increase the amount to be raised pursuant to the Placing.
9. The allocation of Placing Shares to Placees located in the United States shall be conditional on the delivery by each Placee of a US Investor Letter substantially in the form provided to it.
10. Except as required by law or regulation, no press release or other announcement will be made by Stifel or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".
12. All obligations under the Bookbuild and 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 "Termination of the Placing Agreement".
13. By participating in the Bookbuild, 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 after confirmation (oral or otherwise) by Stifel or its agent.
14. To the fullest extent permissible by law, neither Stifel nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability to any Placee (or to any other person (other than the Company) whether acting on behalf of a Placee or otherwise). In particular, neither Stifel nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Stifel's conduct of the Bookbuild or of such alternative method of effecting the Placing as Stifel and its Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Stifel under the Placing Agreement are conditional on certain conditions, including, amongst other things:
(a) the Placing Terms having been executed by the Company and Stifel;
(b) the publication by the Company of the Placing Results Announcement through a Regulatory Information Service immediately following the execution of the Placing Terms;
(c) the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied prior to Admission save to the extent such breach, in the opinion of Stifel (acting in good faith), is not material;
(d) each of the warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading: (i) as at the date of the Placing Agreement; (ii) as at the time of the execution of the Placing Terms; (iii) as at and on Admission; and (iv) as at and on Open Offer Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;
(e) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
(f) (i) the Bond Agreement remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which the Bond Agreement is subject having become incapable of satisfaction and not having been waived prior to Admission (save for the condition in each agreement relating to Admission); and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate the Bond Agreement;
(g) (i) the Management Subscription Letter remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which such document is subject having become incapable of satisfaction and not having been waived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate such document;
(h) (i) the acquisition agreement dated 18 October 2022 between, amongst others, the Company and the Sellers (the "Acquisition Agreement") remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which the Acquisition Agreement is subject having become incapable of satisfaction and not having been waived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate the Acquisition Agreement; and
(i) Admission occurring by 8.00am on 20 October 2022 (or such later time and/or date as Stifel and the Company may agree in writing, being not later than 8.00 a.m. on 27 October 2022),
(all conditions to the obligations of Stifel included in the Placing Agreement being together, the " Conditions " ).
The Placing is not conditional upon the completion of the Acquisition or the completion of the Open Offer, both of which events are expected to take place after Admission.
If, at Admission, any of the Conditions is not fulfilled or, where permitted, waived or extended by Stifel in accordance with the Placing Agreement, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placing is acting) in respect thereof.
Stifel may, at its discretion and upon such terms and conditions as it thinks fit, waive satisfaction of certain of the Conditions (save that Conditions (a), (b), (e) and (i) cannot be waived) or extend the time provided for their satisfaction. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.
Neither Stifel nor any of its Affiliates or its or their respective Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision it 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 Stifel. Placees will have no rights against Stifel, the Company or any of their respective Affiliates or agents under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
Stifel, in its absolute discretion, may prior to Admission terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst other things:
(a) any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become untrue, inaccurate or misleading in any respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement;
(b) there has been a breach by the Company of any of its obligations under the Placing Agreement save for any breach which, in the opinion of Stifel (acting in good faith), is not material;
(c) there has been a breach by the Company of any of the warranties or representations contained in the Placing Agreement or any of such warranties or representations is not, or ceases to be, true, accurate and not misleading;
(d) there has been a breach of any provision of the Subscription Agreement or the Management Subscription Letter or a waiver of any of the conditions thereto save for any breach which, in the opinion of Stifel (acting in good faith), is not material;
(e) in the opinion of Stifel (acting in good faith), there has been a Material Adverse Change;
(f) upon the occurrence of certain force majeure events; or
(g) if the Company's application for Admission or Open Offer Admission are withdrawn or refused by the London Stock Exchange or, in the opinion of Stifel (acting in good faith), will not be granted.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and Stifel that the exercise or non-exercise by Stifel of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of Stifel or for agreement between the Company and Stifel (as the case may be) and that neither the Company nor Stifel need make any reference to, or consult with, Placees and that none of the Company, Stifel nor any of their respective Affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.
No prospectus
No prospectus, offering memorandum, offering document or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing or Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation or otherwise) to be published in the United Kingdom.
Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Exchange Information (as defined below) and subject to the further terms set forth in the electronic contract note and/or electronic trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the Exchange Information previously and simultaneously released by or on behalf of the Company is exclusively the responsibility of the Company and has not been independently verified by Stifel or its agent. Each Placee, by accepting a participation in the Placing, further confirms to the Company and Stifel that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or Stifel or their respective Affiliates or any other person and none of the Company, Stifel nor any of their respective Affiliates or its or their respective Representatives nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to Stifel that, between the date of the Placing Agreement and the date which is 90 calendar days after the date of Open Offer Admission, it will not, without the prior written consent of Stifel, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between Stifel and the Company.
By participating in the Placing, Placees agree that the exercise by Stifel of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of Stifel and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYYW9G87) following Admission will take place within the CREST system, subject to certain exceptions. The Company and Stifel reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, including in certificated form, 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.
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 that it has in place with Stifel or as otherwise as Stifel may direct.
Unless otherwise directed by Stifel, the Company will deliver the Placing Shares to a CREST account operated by Stifel as agent for and on behalf of the Company and Stifel will enter its delivery (DEL) instruction into the CREST system. Stifel or its agent will hold any Placing Shares delivered to this account as nominee for the Placees. 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.
It is expected that settlement will be on 20 October 2022 on a T+2 basis and on a delivery versus payment basis in accordance with the instructions given to Stifel or its agent.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above LIBOR as determined by Stifel.
Each Placee agrees that, if it does not comply with these obligations, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed Stifel, or any nominee of Stifel as its agent to use its reasonable endeavours to sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due thereon. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Stifel all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Stifel lawfully takes on such Placee's behalf. Each Placee agrees that Stifel's rights and benefits under this paragraph may be assigned in Stifel's discretion.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic contract note and/or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue 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 Stifel its agent nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any person on behalf of which it is acting) with Stifel (in its capacity as bookrunner and as placing agent of the Company in respect of the Placing), its agent and the Company, in each case as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that 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 Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
2. no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuild, the Placing, Admission or the Placing Shares;
3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) 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 UK Market Abuse Regulation and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively and together with the information referred to in (i) above, the " Exchange Information " ) which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;
4. neither Stifel nor the Company nor any of their respective Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested Stifel, the Company, any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;
5. unless otherwise specifically agreed with Stifel, it and any person on behalf of which it is participating 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 a Restricted Territory or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;
6. the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale, nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
7. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that neither Stifel nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of this Announcement or the Exchange Information, nor has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
8. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, that it has received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by Stifel or the Company or any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them and neither Stifel nor the Company nor any of their respective Affiliates or its or their respective Representatives will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
9. it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing;
10. it has not relied on any information relating to the Company contained in any research reports prepared by Stifel, any of its Affiliates or any person acting on its or their behalf and understands that: (i) neither Stifel nor any of its Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for: (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) neither Stifel nor any of its Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
11. (i) 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 liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) 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;
12. that no action has been or will be taken by the Company, Stifel or any person acting on behalf of the Company or Stifel 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;
13. (i) it (and any person acting on its behalf) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities; (iv) it has not taken any action or omitted to take any action which will or may result in Stifel, the Company or any of their respective Affiliates or its or their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (v) the subscription for the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
14. it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its 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;
15. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, any delegating acts, implementing acts, technical standards and guidelines, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity Stifel has not received such satisfactory evidence, Stifel may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to Stifel will be returned (at the Placee's risk) without interest to the account of the drawee bank or CREST account from which they were originally debited;
16. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to Stifel and the Company 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). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
17. it is a Relevant Person and undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
18. it understands that 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, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;
19. if it is in a member state of the EEA, it is a Qualified Investor;
20. if it is in the United Kingdom, it is a UK Qualified Investor;
21. in the case of any Placing Shares subscribed for by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable): (i) the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to persons in a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of Stifel has been given to each such proposed offer or resale; or (ii) where the Placing Shares have been subscribed for by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
22. it understands, and each account it represents has been advised that: (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; and (ii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;
23. the Placing Shares are being offered and sold on behalf of the Company: (i) outside the United States in offshore transactions (as defined in Regulation S) pursuant to Regulation S under the Securities Act and (ii) in the United States solely to investors reasonably believed to be QIBs (as defined in Rule 144A under the Securities Act) in reliance upon Rule 144A under the Securities Act or another exemption from, or transaction not subject to, the registration requirements under the Securities Act;
24. it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States and subscribing for the Placing Shares in an " offshore transaction " as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a QIB which has duly executed and delivered to Stifel or its Affiliates a US Investor Letter substantially in the form provided to it;
25. it is acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer and sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;
26. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing (including electronic copies thereof), in or into any Restricted Territory to any person and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
27. where it is subscribing for the 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 and it has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such account;
28. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;
29. it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its 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 FSMA;
30. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission 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 EU Prospectus Regulation;
31. 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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
32. it has complied and will comply with all applicable laws (including, in the United Kingdom, all relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares;
33. if it has received any " inside information " as defined in the UK Market Abuse Regulation about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation, prior to the information being made publicly available;
34. (i) it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to subscribe for and it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other persons or sold as Stifel (or its assignee) may in its discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
35. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that Stifel or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
36. neither Stifel nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of Stifel and Stifel does not have any duties or responsibilities to it for providing the protections afforded to its 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 Stifel's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
37. the exercise by Stifel of any right or discretion under the Placing Agreement shall be within the absolute discretion of Stifel and Stifel need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Stifel, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;
38. the person whom it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be. Neither Stifel, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, Stifel and their respective Affiliates and its and their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Stifel who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
39. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Stifel or the Company 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;
40. each of the Company, Stifel and their respective Affiliates, its and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to Stifel on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises Stifel and the Company 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;
41. it will indemnify on an after-tax-basis and hold the Company, Stifel and their respective Affiliates and its and their respective Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
42. it irrevocably appoints any director or authorised signatory of Stifel as its agent for the purposes 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 agreed to be taken up by it under the Placing;
43. its commitment to acquire Placing Shares on the terms set out herein and in any contract note 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 Stifel's conduct of the Placing;
44. in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of Stifel; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (vi) it will not look to Stifel, any of its Affiliates or its or their respective Representatives or any person acting behalf of any of them for all or part of any such loss or losses it or they may suffer;
45. neither the Company nor Stifel owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions;
46. in connection with the Placing, Stifel and any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares 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 Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Stifel or any of its Affiliates acting in such capacity. In addition, Stifel or any of its Affiliates may enter into financing arrangements and swaps with investors in connection with which Stifel or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Stifel nor any of its Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and
47. a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by Stifel. Stifel reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.
The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of each of the Company and Stifel (for their own benefit and, where relevant, the benefit of their respective Affiliates and/or Representatives (as applicable) and any person acting on their behalf) and are irrevocable.
Miscellaneous
If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for Open Offer Shares under the terms and conditions of the Open Offer. Unless otherwise agreed with Stifel, any participation by a Placee as a Qualifying Shareholder in the Open Offer will not reduce such Placee's commitment in respect of its participation in the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK 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. Neither the Company nor Stifel or its agent will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, 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. Neither the Company nor Stifel or its agent is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise: (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares); or (ii) on a sale of Placing Shares; or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold Stifel, its agent and/or the Company and their respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
In this Announcement, " after-tax basis " means in relation to any payment made to the Company, Stifel or their respective Affiliates or its or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Stifel and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that Stifel is receiving a fee and a commission in connection with its role in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with Stifel any money held in an account with Stifel on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Stifel's money in accordance with the client money rules and will be used by Stifel in the course of its own business; and the Placee will rank only as a general creditor of Stifel.
Time is of the essence as regards each Placee's obligations under this Appendix.
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 Stifel.
The rights and remedies of Stifel, its agent and the Company under the terms and conditions set out in this Appendix 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.
Each Placee may be asked to disclose, in writing or orally to Stifel: (i) if they are an individual, their nationality; or (ii) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
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.
All times and dates in this Announcement may be subject to amendment. Stifel shall notify the Placees and any person acting on behalf of the Placees of any changes.
APPENDIX II - SUMMARY OF PRINCIPAL TERMS FOR THE CONVERTIBLE BONDS
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Bonds: |
Senior, unsecured convertible bonds, due October 2027; issued at 95% of the principal amount and redeemed at par Issue subject to (a) successful completion of the Placing and the Management Subscription resulting in no less than £5.0 million gross proceeds to the Company and (b) other customary conditions contained in the Bond Agreement Denominated and issued in GBP |
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Issuer: |
Addition Finance (Jersey) Limited |
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Guarantor: |
Avacta Group plc |
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Convertible Bond Aggregate Principal Amount: |
£55 million |
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Coupon: |
6.50 per cent. per annum, payable quarterly in arrear, in cash or Ordinary Shares at the option of the Company |
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Amortisation: |
5.00 per cent. of the Convertible Bond Aggregate Principal Amount each quarter payable quarterly, in cash at 100% of the nominal amount or new Ordinary Shares at the option of the Company |
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Conversion Right: |
At any time after issuance at the option of the Convertible Bond Investor into preference shares of the Issuer, automatically exchanged for Ordinary Shares |
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Conversion: |
Initial Conversion Price : 25 per cent. premium to the Offer Price Reset Conversion Price : The conversion price may be reset down at the date falling 18 months after the Closing Date (as defined in Appendix III) (the "Reset Date") to the price per Ordinary Share equal to the higher of (x) the Offer Price and (y) the then current market price of the Ordinary Shares (determined by a 15-trading day volume weighted average price ("VWAP") of the Ordinary Shares prior to the day immediately preceding the Reset Date) if such price is lower than the then prevailing conversion price Reset Clawback : Following a downward reset, the Company has the right to reset the conversion price back upwards to the previous conversion price if the daily VWAP of the Ordinary Shares on each of at least 20 trading days in any period of 30 consecutive trading days is greater than 130 per cent. of the Initial Conversion Price at any time during the 9 month period following the Reset Date The Convertible Bonds will be convertible into preference shares of the Issuer, which, subject to the Company electing to satisfy the exercise of the Conversion Right by payment of cash, will be automatically exchanged for Ordinary Shares |
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Anti-dilution protection: |
Standard UK market terms |
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Non-trading Agreement: |
Convertible Bond Investor agrees not to sell Ordinary Shares (or any interest in them) nor engage in any short sale transactions in Ordinary Shares (or any interest in them) of the Company during any relevant calculation period, subject to certain exceptions |
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Share Payments: |
For any interest and amortisation payments made in Ordinary Shares (which shall be subject to certain conditions including no potential event of default having occurred and maintenance of a minimum free float), the Ordinary Shares to be delivered shall be calculated by dividing the interest or amortisation amount due by the lower of (a) the prevailing conversion price, in each case on the applicable repayment date and (b) 90 per cent. of the Market Price per Ordinary Share (as defined below) The "Market Price" is the lower of the arithmetic average of the VWAP for the Ordinary Shares: (i) on the ten (10) trading days, ending on the applicable date or (ii) on the five (5) trading days, ending on the applicable date, but in no event shall it be greater than the VWAP of the Ordinary Shares on the applicable date |
|
Optional Redemption upon a Fundamental Change Event: |
Redemption at Bondholder option (principal + accrued interest) in the event of: change of control; de-listing (or Suspension > 10 consecutive trading days); or free float ≤20% for 20 consecutive business days |
|
Covenants: |
Negative pledge, with limited exceptions Certain restrictions on the incurrence of financial indebtedness of the Guarantor and its subsidiaries |
|
Calculation Agent: |
Conv-Ex Advisors Limited |
|
Listing: |
On a recognised stock exchange or a "multilateral trading facility", prior to the first Interest Payment Date |
|
Form: |
Registered, certificated form |
|
Selling and Transfer Restrictions: |
No person shall, without the consent of the Jersey Financial Services Commission ("JFSC"), circulate in Jersey any offer for subscription, sale or exchange of the Convertible Bonds The Issuer shall not permit there to be more than 10 bondholders on the register of bondholders at any one time without obtaining the prior consent of the JFSC (if required) |
APPENDIX III - DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
|
"Act" |
the Companies Act 2006 (as amended) |
|
"Acquisition" |
the proposed acquisition by the Company of Launch Diagnostics |
|
"Acquisition Agreement" |
the share purchase agreement dated 18 October 2022 relating to the Acquisition |
|
"Admission" |
admission of the Placing Shares and the Management Subscription Shares to trading on AIM |
|
"Affiliate" |
has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings |
|
"AIM" |
AIM, a market operated by the London Stock Exchange |
|
"AIM Rules" |
means the rules published by the London Stock Exchange entitled "AIM Rules for Companies" in force from time to time |
|
"Announcement" |
means this announcement including its Appendices |
|
"Application Form" |
means the form of application to be used in connection with the Open Offer by Qualifying Non-CREST Shareholders |
|
"Board" |
means the board of directors of the Company from time to time |
|
"Bond Documents" |
means (i) the Bond Agreement; and (ii) the calculation agency agreement dated 18 October 2022 between the Company, the Bondholder and the calculation agent providing for the terms on which such agent shall make determinations and calculations required in connection with the Convertible Bonds |
|
"Bondholder" or "Convertible Bond Investor" |
means a fund advised by Heights Capital Ireland LLC |
|
"Bond Agreement" |
means the subscription agreement entered into by the Company, the Issuer and the Bondholder in connection with the Convertible Bond Offering and constituting and including the terms and conditions of the Convertible Bonds |
|
"Bookbuild" |
means the bookbuilding process to be commenced by Stifel immediately following release of this Announcement to use its reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement |
|
"Business Day" |
means any day other than a Saturday or Sunday when clearing banks in England and Wales are open for business and that is neither a United States legal holiday nor a day on which banking institutions are authorised or required by law or regulation to close in New York, United States |
|
"Circular" |
means the circular to Shareholders in connection with the Open Offer, together with the documents incorporated by reference therein |
|
"Closing Date" |
means the day on which the transactions effected in connection with the Placing will be settled |
|
"Company" or "Avacta" |
means Avacta Group plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 04748597 |
|
"Conditions" |
has the meaning given to it in Appendix I to this Announcement |
|
"Convertible Bond Offering" |
means the offer of the Convertible Bonds, as described in this Announcement |
|
"Convertible Bonds" |
means the £55 million convertible bonds due October 2027 to be issued to the Bondholder pursuant to the Bond Documents |
|
"CREST" |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form |
|
"EU Prospectus Regulation" |
means Regulation (EU) 2017/1129 (as amended) |
|
"Euroclear" |
means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales |
|
"EUWA" |
means the European Union (Withdrawal) Act 2018 (as amended) |
|
"Excess Application Facility" |
means the facility allowing Qualifying Shareholders to subscribe for Open Offer Shares in excess of their Open Offer Entitlements on the basis to be referred to in the Circular |
|
"Excess CREST Open Offer Entitlements" |
means in respect of each Qualifying CREST Shareholder, the entitlement (in addition to their Open Offer Entitlement) to apply for Open Offer Shares which will be conditional on them taking up their Open Offer Entitlement in full |
|
"Exchange Information" |
has the meaning given to it in Appendix I to this Announcement |
|
"Existing Ordinary Shares" |
means the Ordinary Shares in issue at the Record Date |
|
"FCA" |
means the Financial Conduct Authority of the UK |
|
"FSMA" |
means the Financial Services and Markets Act 2000 (as amended) |
|
"Fundraise" |
means the Convertible Bond Offering, the Placing, the Management Subscription and the Open Offer |
|
"Group" |
means the Company and each of its subsidiary undertakings |
|
"Issuer" |
means Addition Finance (Jersey) Limited, a wholly-owned subsidiary of the Company; |
|
"Launch Diagnostics" |
means Launch Diagnostics Holdings Limited |
|
"London Stock Exchange" |
means London Stock Exchange plc |
|
"Material Adverse Change" |
has the meaning given to such term in the Placing Agreement |
|
"Management Subscription" |
means the subscription for the Management Subscription Shares at the Offer Price by the chair of the Company |
|
"Management Subscription Letter" |
means the subscription letter entered into by the chair of the Company today relating to the Management Subscription |
|
"Management Subscription Shares" |
means the 15,000 new Ordinary Shares subscribed for pursuant to the Management Subscription |
|
"Offer Price" |
means 95 pence per Offer Share |
|
"Open Offer" |
means the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares (including under the Excess Application Facility) on the basis of the Open Offer Entitlement and subject to the terms and conditions set out in the Circular, and (for Qualifying Non-CREST Shareholders only) the Application Form |
|
"Open OfferAdmission" |
means admission of the Open Offer Shares to trading on AIM |
|
"Open Offer Entitlement" |
means the basic entitlement to apply to subscribe for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer on the basis of 3 Open Offer Shares for every 365 Ordinary Shares |
|
"Open Offer Shares" |
means up to 2,106,980 new Ordinary Shares to be offered for subscription by the Company to Qualifying Shareholders at the Offer Price pursuant to the Open Offer |
|
"Order" |
means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) |
|
"Ordinary Shares" |
means ordinary shares of 10 pence each in the capital of the Company |
|
"Placee" |
means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares is given |
|
"Placing" |
means the placing to take place by way of the Bookbuild for which Stifel has been appointed sole global coordinator and sole bookrunner |
|
"Placing Agreement" |
has the meaning given to it in Appendix I to this Announcement |
|
"Placing Results Announcement" |
means the announcement (if any) to be published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Placing Terms |
|
"Placing Shares" |
means the new Ordinary Shares to be subscribed for at the Offer Price by the Placees under the Placing |
|
"Placing Terms" |
has the meaning given to it in Appendix I to this Announcement |
|
"PRIIPs Regulation" |
means Regulation (EU) No 1286/2014 (as amended) |
|
"QIB" |
means a "qualified institutional buyer" as defined in Rule 144A of the Securities Act |
|
"Qualified Investors" |
mean persons who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation |
|
"Qualifying CREST Shareholders" |
means Qualifying Shareholders who hold Ordinary Shares in uncertificated form |
|
"Qualifying Non-CREST Shareholders" |
means Qualifying Shareholders who hold Ordinary Shares in certificated form |
|
"Qualifying Shareholders" |
means Shareholders on the share register of members of the Company at 6.00 p.m. on the Record Date other than Shareholders with registered addresses in, or who are located and/or resident in, or are citizens of, any jurisdiction outside of the United Kingdom |
|
"Record Date" |
means 14 October 2022 |
|
"Relevant Persons" |
mean (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to whom this Announcement may otherwise be lawfully communicated |
|
"Representative" |
has the meaning given to it in Appendix I to this Announcement |
|
"Regulation S" |
means Regulation S promulgated under the Securities Act |
|
"Regulatory Information Service" |
means any of the services set out in the AIM Rules |
|
"Restricted Territory" |
means the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which the release, publication or distribution of this Announcement is unlawful |
|
"Securities Act" |
means the U.S. Securities Act of 1933 (as amended) |
|
"Sellers" |
means John Twycross and others |
|
"Shareholders" |
means the holders of Ordinary Shares from time to time |
|
"Stifel" |
means Stifel Nicolaus Europe Limited (registered number: 03719559) |
|
"subsidiaries" or "subsidiary undertakings" |
each have the meaning given to that term in the Act |
|
"UK Market Abuse Regulation" |
means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA |
|
"UK MiFID II" |
means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of the EUWA |
|
"UK PRIIPs Regulation" |
means Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA |
|
"UK Prospectus Regulation" |
means the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA |
|
"UK Qualified Investors" |
mean persons who are qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation and who are: (i) persons who fall within the definition of "investment professional" in Article 19(5) of the Order; or (ii) persons who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc.") of the Order |
|
"uncertificated" or "in uncertificated form" |
means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
|
"United Kingdom" or "UK" |
means the United Kingdom of Great Britain and Northern Ireland |
|
"United States" or "US" |
means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof |
|
"US Investor Letter" |
means the letter in the form provided by Stifel |
Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.
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