Proposed Placing & Conversion of Debt into Equity
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF VARIOUS EATERIES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
6 December 2023
Various Eateries plc
("Various Eateries", the "Company" or the "Group")
Proposed Placing to raise approximately £10 million
Proposed Conversion of Debt into Equity
The Company announces it is carrying out a conditional placing to raise approximately £10 million, before expenses, by way of the issue of new ordinary shares in the capital of the Company (the "Placing") to certain existing shareholders and other investors at a price of 25 pence per share (the "Placing Price"). The Placing Price represents a discount of approximately 3.9 per cent. to the Closing Price of 26 pence per Ordinary Share on 5 December 2023, being the Latest Practicable Date prior to the publication of this Announcement.
The Company also confirms its intention to convert a deep discounted bond ("DDB") held by Friends Provident which operates on an execution only basis on the sole instruction of Hugh Osmond and certain secured loan agreements ("SLA") with Anella Limited (owned and controlled by Andy Bassadone) and TDR Capital Limited into new ordinary shares of the Company at the Placing Price.
Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix II of this Announcement, unless the context requires otherwise.
Background
The Directors consider that, given the current market conditions, the Company's financial position and its ambitious roll out plans, it is necessary to increase the Company's capital and working capital position through the Placing and reduce its ongoing liabilities with the Conversion. Accordingly, the Company intends to use the proceeds of the Placing, as well as operational cash flow for the next 18 months, to deliver, amongst other things the roll out of up to 10 new Noci sites and up to 3 new Coppa Club sites, including Cardiff and Farnham. Further details of these plans are set out below.
The following sets out the background to, and the reasons for, the Placing and the Conversion and explains why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole.
About the Group
Various Eateries plc was admitted to trading on AIM on 25 September 2020. It is the ultimate parent company of the Various Eateries group. Various Eateries plc owns, develops and operates restaurant, clubhouse and hotel sites in the United Kingdom. The Group's stated mission is "great people delivering unique experiences through continuous innovation".
The Group is led by a highly experienced senior team including Andy Bassadone (Executive Chairman and Managing Director, Noci), Hugh Osmond (Founder), Sharon Badelek (Chief Financial Officer) and Rebecca Tooth (Managing Director, Coppa Club) (a non-PLC board position).
The Group operates across 18 locations and has two core brands:
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Coppa Club, a multi-use, all day concept that combines restaurant, terrace, café, lounge, bar and work spaces |
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Noci, a modern, neighbourhood pasta-only concept which serves very high-quality dishes at reasonable prices. Noci is an evolution of the Group's iconic Tavolino restaurant at Tower Bridge. |
About Noci
Noci is a concept led by Andy Bassadone from inception. Andy had a vision to re-define the Italian dining-sector and he has previously accomplished a similar objective with the French dining-sector through his roll out of Côte Brasserie. Andy is now looking to duplicate this success with Italian food. Tavolino was the first restaurant in the Group, that included a wide Italian Brasserie menu including many of the pasta dishes offered in the Noci restaurants. Tavolino is considered the inspiration behind Noci, and it continues to be a successful part of the Group.
The Islington restaurant, the first to bear the Noci brand and focused on pasta dishes, launched in March 2022. In 2023 Noci has expanded into Shoreditch and Battersea. The offering is specifically designed to address consumers' desire for high quality food and a great experience despite a cost-of-living crisis and the Directors believe Noci is ideally suited to take advantage of reduced competition in this market with an accessible price point, laid-back atmosphere, and a focus on quality, having already been featured in the Michelin guide.
In particular, the Directors believe that the Noci flexible format can work from both large and small sites; although the concept has been designed specifically to deliver profitability in c.3,000 square foot spaces which the Directors understand have become challenging for incumbent operators. Market research has led the Directors to believe there are over 100 suitable sites in the UK, while the immediate roll out will be largely focused on the Greater London boroughs.
Part of the funds from the Placing are intended to be applied to roll out up to 10 new Noci sites over the next 18 months.
About Coppa Club
Coppa Club was designed specifically to address changes in consumer behaviour which the Directors believe have since been accelerated by Covid. It was designed to provide a 'clubhouse' that guests could identify as their own club, without annual membership fees, but which provides the associated facilities.
Coppa Club is a multi-use all day concept, combining restaurant, café, lounge, bar and work spaces under one roof (as well as bedrooms, event spaces, gym and spa facilities in certain flagship locations). Whilst the majority of Coppa Club's existing estate is located outside of London, its flexible format allows it to be applied to central London, town-centre locations and existing hotel sites with ease. The offering incorporates four formats designed to capitalise on each specific site location:
The Formats are:
· Full-Service Clubhouse: this format typically includes a restaurant, bar, café, lounge, workspace, gym, outdoor terrace with alfresco dining, hotel bedrooms, private dining, igloos, events and meeting space. More commonly suited to affluent residential areas outside of London, the Company's flagship Coppa Club locations in Streatley, Sonning and Haslemere adopt this format.
· Club & Brasserie: this format typically includes a restaurant with all day dining, bar, café, lounge, outdoor terrace with alfresco dining and igloos. It is more commonly suited to larger city centre locations. The Company's Tower Bridge Coppa Club is a Coppa Club & Brasserie, as is Coppa Club, Cobham.
· High Street Hubs: this format typically includes a restaurant, bar, café and workspace with outdoor seating. It is suited to cities and high streets in affluent neighbourhoods or town centres that lack community hub spaces. Coppa Club Henley, Maidenhead and Brighton are High Street hubs.
· Townhouse: this format incorporates a number of drinking, dining, café and workspace options across several floors and it endeavours to capture the transition from day to night. It is found on the high streets of cities and towns. A Coppa Townhouse incorporates space for coffee, working and casual lunches for day time demands; as well as fine dining options and evening cocktail lounges for night time entertainment. Coppa Club's Guildford and Bath are Townhouses.
Coppa Club's all day menu is designed to address consumers' needs at any time of the day or week, encouraging them to return regularly. Coppa Club does not offer discounts or voucher schemes. The pricing strategy is focused on providing high quality at reasonable prices.
The menu is designed to suit all occasions, from coffee, breakfast and weekend brunches, to lunches, dinner celebrations and late-night drinks. Private dining is also available for functions, events, corporate workshops, meetings and weddings, all underpinned with the same philosophy on procurement and quality ingredients. At the Full-Service Clubhouse locations in Sonning, Haslemere and Streatley, the Company can cater for a range of events from small meetings and private dining to parties and large wedding receptions.
Overall the Group has twelve established Coppa Clubs in affluent predominantly southeast locations. Part of the funds from the proposed Placing will be utilised to roll out up to 3 new Coppa sites over the next 18 months, including Cardiff and Farnham which are both planned to be Coppa Townhouses.
Financial Position
A trading update was announced by the Company on 1 November 2023.
Cash at bank at 1 October 2023 was £1.9m (2022: £9.4m).
Market Opportunity
The Directors believe that the market opportunity exists to accelerate a roll out of both Noci and Coppa Club. For Noci, the Directors believe that having developed, tested and refined the offering in 4 sites (including Tavolino), the concept is ready to be scaled up. For Coppa Club the Directors still believe that changes in consumer behaviour, post-Covid, such as flexible/hybrid working, present an even bigger opportunity which the Board want to capitalise on.
In particular, the Board believes the following factors are particularly compelling when considering the opportunities available to the Company:
· Increased and improved site availability - with a significant number of sites now available to the Group on competitive rental terms; and in many cases with fit-outs already funded;
· Landlords keen to offer attractive rents, rent free periods and landlord contributions to encourage occupancy by financially stable operators;
· Recent changes to planning classification makes it easier to turn retail into restaurant spaces;
· Reduced competition - the cost-of-living crisis accelerated the decline of other restaurant groups, especially in the Italian mid-market sector which Noci focuses on; and
· Change in consumer behaviour towards more flexible working.
The Directors believe that the Group is well positioned for growth because it has two established brands (Coppa Club and Noci). Furthermore, in the Directors' experience, in challenging market conditions, focusing on the top-line, as opposed to maximisation of short term profits through cost cutting, is fundamental to future success. Accordingly the Directors believe that by continuing to put guests at the heart of everything the Company does, for example, by absorbing some of the recent costs rises, the Company will continue to win market share and customer loyalty.
The Conversion
Various Eateries Trading Limited, a wholly owned subsidiary of Various Eateries plc, currently has the following indebtedness outstanding:
· a Deep Discounted Bond issued to Friends Provident on 15 April 2023 with a nominal value of £10,801,509 and maturing on 15 April 2024 or such earlier date as Various Eateries Trading Limited and Friends Provident may agree; and
· a Secured Loan Agreement under which there is outstanding principal amount of £392,337 owed to Anella Limited, due to be repaid on 15 April 2024, and £215,351 owed to TDR Capital Limited, which is due to be repaid on 15 January 2024, or, in both cases, such earlier date as Various Eateries Trading Limited may agree with Anella Limited or TDR Capital Limited, as the case may be. Anella Limited is owned and controlled by Andy Bassadone.
The Deep Discounted Bond and the Secured Loan Agreement are each supported by a debenture issued by Various Eateries Trading Limited.
The Company intends that, conditional on, amongst other matters, completion of the Placing and shareholder approval, the indebtedness under both the Deep Discounted Bond and the Secured Loan Agreements will be converted into the Conversion Shares by the Company issuing the Conversion Shares at the Placing Price in satisfaction of Various Eateries Trading Limited's obligation to repay the indebtedness under the Deep Discounted Bond and the Secured Loan Agreement. The accrued interest on the indebtedness under Secured Loans Agreement is intended to be settled in cash from existing cash resources. On the Latest Practicable Date the amount of this accrued interest was £9,820.06.
Deep Discounted Bond Facility Agreement
VEL Property Holdings Limited, a subsidiary of the Company, intends to enter into a DDB Facility Agreement, with Xercise 2 Limited, a company owned and controlled by Hugh Osmond. Under the terms of the DDB Facility Agreement, VEL Property Holdings Limited would be able to draw down up to £3,018,769, at rate of 5% above Bank of England Base rate for a period of 15 months, for the purpose of redeeming the deep discounted bond issued by VEL Property Holdings Limited to Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond). The details of this deep discounted bond are set out in the Company's announcement of 18 July 2023. This deep discounted bond has a redemption date of 14 January 2024 and in the event that the Company cannot refinance this deep discounted bond, it is intended that the DDB Facility Agreement would provide comfort that it can be repaid.
Reasons for the Placing, the Conversion and Use of Proceeds
As set out above, the Company has ambitious roll out plans for the Company over the next 18 months with plans for up to 10 new Noci sites and up to 3 new Coppa Club sites, including Cardiff and Farnham. The Company already has a commitment to open the Cardiff and Farnham Coppa Club sites during calendar year 2024 and another site is to be identified and sourced, likely within the south of England. The Placing Proceeds will also be utilised for the costs of these transactions and for working capital purposes.
The Conversion is considered, by the Independent Directors, to be of strategic importance to the future of the Company because of the uncertainty with regards to the Company's ability to repay the associated debt. The indebtedness under the Deep Discounted Bond is a material sum for the Company, and it matures in April 2024. There is no certainty that the holder of the Deep Discounted Bond would extend the repayment terms; that the Group would have the relevant funds to be able to repay it at the time it matures or that the Group would be able to source a relevant debt refinancing or fundraising of the required amount, if necessary.
The capitalisation of the indebtedness under the Deep Discounted Bond and the Secured Loan Agreement gives the Directors certainty as to the Group's ability to repay this indebtedness and comfort that the indebtedness can be repaid without a material cash outflow.
If the Company is unable to implement the Placing and Conversion, the Board believes it may reduce the Company's ability to complete its planned capital expenditure and therefore may have a material adverse effect on the Company's business, financial condition, results of operations and/or prospects.
Major Shareholder Support
Pursuant to the Placing and Conversion, Hugh Osmond, the Company's largest shareholder, has indicated that Friends Provident (which operates on an execution only basis on the sole instruction of Hugh Osmond) intends to participate in the Placing up to a maximum of £5.88 million. Hugh Osmond is currently interested in 41,616,859 Ordinary Shares which carry 46.76 per cent. of the Company's voting rights. Of this holding, 37,436,256 Ordinary Shares are held by Xercise2 Limited; 3,174,603 Ordinary Shares are held by The Great House at Sonning Limited; and 1,006,000 Ordinary Shares are held by Hugh Osmond's family members. In addition, holders of a further 416,257 ordinary shares (0.47 per cent. of the Company's current voting rights) are deemed to be in concert with Hugh Osmond. Accordingly, assuming such participation in, and following completion of, the Placing and Conversion, Hugh Osmond and members of his Concert Party would be interested (for the purpose of the Takeover Code) in New Ordinary Shares carrying more than 30 per cent. of the Company's voting share capital (from a shareholding of less than 50 per cent. of the Company's voting share capital) which would ordinarily result in Hugh Osmond having to make a mandatory offer under Rule 9 of the Takeover Code.
However, the Panel has indicated they will agree to waive the obligation on Hugh Osmond (or any person acting in concert with it) to make a mandatory cash offer under Rule 9 of the Takeover Code that would otherwise arise as a result of its participation in the Placing, subject to the approval of such waiver by independent shareholders on a poll ("Rule 9 Waiver Resolution").
In the event that the Rule 9 Waiver Resolution is approved, and on the assumption that the Placing and Conversion are completed, that Friends Provident subscribed for the maximum amount cited above, and that no person exercises any options or other rights to subscribe for Ordinary Shares or New Ordinary Shares, as at Admission, the maximum aggregate interest of Hugh Osmond (and any persons acting in concert with him) in shares which carry voting rights in the Company (for the purpose of the Takeover Code) would be 62.12 per cent.
Placing Details
· Placing of New Ordinary Shares to raise approximately £10 million (before expenses).
· Placing to be conducted via an accelerated bookbuild process launching today.
· The Placing is conditional upon the passing of the Resolutions at the General Meeting, including the approval of the Rule 9 Waiver Proposal by Independent Shareholders.
· The net proceeds raised from the issue of the Placing Shares will be used for the purposes set out in the paragraphs above.
· The Placing Shares, assuming full take-up and completion of the Placing, will represent approximately 23.1 per cent. of the Enlarged Share Capital, including the issue of Conversion Shares (as defined below).
The Placing
WH Ireland Limited is acting as sole bookrunner and broker in relation to the Placing (the "Broker") and a placing agreement has been entered into today between the Company and the Broker in connection with the Placing (the "Placing Agreement"). WH Ireland Limited is also acting as nominated adviser to the Company, and also Rule 3 adviser in respect of the Rule 9 Waiver.
The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement.
A further announcement confirming the closing of the Bookbuild and the number of Placing Shares proposed to be issued pursuant to the Placing is expected to be made in due course.
The Placing is not being underwritten and the issue of the Placing Shares is conditional, inter alia, upon:
· the passing, without amendment, of the Resolutions, including the Rule 9 Waiver Resolution at the General Meeting;
· the execution of the Conversion documents, and each of the Conversion documents not having been terminated in accordance with its terms prior to Admission;
· Admission becoming effective by no later than 8.00 a.m. on 27 December 2023 (or such other time and/or date, being no later than 8.00 a.m. on 31 January 2024, as the Placing Agent and the Company may agree);
· the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
· the Placing Agreement not having been terminated in accordance with its terms prior to Admission.
Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 23.1 per cent. of the Enlarged Share Capital.
Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on or around 27 December 2023.
The Broker has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not true and accurate when given or the Company fails to comply with any of its obligations prior to Admission. The Broker may also terminate the Placing Agreement if there has been a material adverse change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of a Broker, makes it impractical or inadvisable to proceed with the Placing or Admission. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.
The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Broker.
A further announcement will be made following the closure of the Bookbuild, confirming the results of the Placing and a circular convening the General Meeting to consider the Resolutions is expected to be despatched shortly.
The expected timetable of principal events in connection with the Placing is set out in Appendix I to this Announcement.
Options
The Directors believe that it is important for the success and growth of the Company to employ highly motivated personnel and that equity incentives are available to attract, retain and reward staff.
The Company had historically awarded options over 4,468,238 Ordinary Shares to its management team ("Original Options"). These options include options over 642,857 and 300,000 Ordinary Shares granted to Sharon Badelek and Tiffany Sword, respectively. Additionally, there are joint share ownership arrangements with Andy Bassadone for 1,428,571 Ordinary Shares and Matt Fanthorpe for 1,095,238 Ordinary Shares. Following completion of the Placing and Conversion, it is currently intended that subject to the passing of Resolutions at the General Meeting, 3,177,976 of the Original Options and all the joint share ownership arrangements are to be cancelled.
Following completion of the Placing and Conversion and subject to the passing of Resolutions at the General Meeting, the Company has indicated it intends to issue new options over 13,483,180 Ordinary Shares to certain directors and employees of the Company on the following terms:
· All options will vest in three tranches over three years, with each tranche being exercisable at a 10% uplift to the previous exercise price (the starting price being the higher of the placing price plus 10% or market value);
· The options are conditional on the recipient remaining an employee of VARE at the time of exercise; and
· Once vested, and subject to the employment condition, the options can be exercised at any time between 3 and 10 years from the date of grant.
Related Party Transactions
Pursuant to the completion of the proposed Placing and Conversion, each of the following would represent a related party transaction under Rule 13 of the AIM Rules (together the "Related Party Transactions"):
· the participation in the Placing and the Conversion of debt in to equity by Hugh Osmond and members of his Concert Party;
· the DDB Facility Agreement between VEL Property Holdings Limited, a subsidiary of the Company and Xercise2 Limited, a company owned and controlled by Hugh Osmond;
· the Conversion of debt in to equity by Andy Bassadone; and
· the new option grant
which on completion would require a fair and reasonable opinion in relation to the terms of each of the Related Party Transactions from the Independent Directors, having consulted the Company's nominated adviser, WH Ireland Limited before progressing.
For further information, please contact:
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Various Eateries plc |
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Via Alma PR |
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Andy Bassadone |
Executive Chairman |
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WH Ireland Limited |
Sole Broker and NOMAD |
Tel: +44 (0)20 7220 1666 |
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Broking Harry Ansell |
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Nominated Adviser Katy Mitchell |
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Darshan Patel Isaac Hooper |
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Alma PR |
Financial PR |
Tel: +44 (0)20 3405 0205 |
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David Ison |
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Rebecca Sanders-Hewett |
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IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor WH Ireland Limited nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
WH Ireland Limited ("WH Ireland"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of WH Ireland as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.
WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting as Broker exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland by FSMA or the regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.
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, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, 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. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.
No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, or the UK Prospectus Regulation, (as the case may be) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements on the Company to be materially different from such forward-looking statements.
The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of securities 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 securities. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States who are Qualified Investors; and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as relevant persons").
This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
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 the Broker or by any of its affiliates or agents 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.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX I
Expected Timetable of Principal Events
|
|
2023
|
|
Announcement of the Placing
|
6 December |
|
Announcement of the results of the Placing
|
6 December |
|
General Meeting
|
on or around 22 December |
|
Admission and commencement of dealing in New Ordinary Shares
|
at 8.00 a.m. on or around 27 December* |
|
CREST accounts credited in respect of Placing Shares in uncertificated form
|
at 8.00 a.m. on or around 27 December* |
|
Despatch of definitive share certificates in respect of Placing Shares to be issued in certificated form
|
within 14 days of Admission* |
*conditional on the passing of the Resolutions at the General Meeting and the Placing Agreement otherwise having become unconditional and not having been terminated in accordance with its terms.
Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company, in which event details of the new times and dates will be notified to Placees by the Broker or by an announcement through a Regulatory Information Service, as the case may be.
APPENDIX II
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
Act |
the Companies Act 2006; |
|
Admission |
admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
|
AIM |
AIM, a market of that name operated by the LSE; |
|
AIM Rules |
the AIM Rules for Companies published by the LSE, as amended from time to time; |
|
Announcement |
this announcement (including the Appendices which form part of this announcement) |
|
Board or Directors |
the directors of the Company or any duly authorised committee thereof; |
|
Bookbuild |
the accelerated bookbuild to be conducted by the Broker pursuant to the Placing Agreement and this Announcement |
|
Broker |
WH Ireland Limited |
|
certificated or in certificated form |
a share or other security not held in uncertificated form (that is, not in CREST); |
|
Circular |
the circular dated on or around 6 December 2023 to be sent to Shareholders; |
|
Closing Price |
the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange |
|
Company or Various Eateries |
Various Eateries PLC, a company incorporated in England and Wales with registration number 12698869 whose registered office is situated at 20 St. Thomas Street, London, England, SE1 9RS; |
|
Compound |
Compound Management (UK) Limited a company incorporated and registered in England and Wales (registered number 07566142) and having its registered office at 23 Beaumont Mews, First Floor, London, England, W1G 6EN; |
|
Concert Party |
Hugh Osmond, Xercise2 Limited, The Great House at Sonning Limited, Lucy Potter, The Children of Hugh Osmond, Friends Provident, Tiffany Sword and the Osmond Capital Limited Connected Persons who are considered to be acting in concert with each other in relation to the Company for the purpose of the Takeover Code; |
|
Conversion |
the proposed satisfaction of the indebtedness outstanding under the Deep Discounted Bond and the Secured Loan Agreement by the allotment and issue of the Conversion Shares at the Placing Price; |
|
Conversion Shares |
45,636,788 Ordinary Shares proposed to be issued to Friends Provident, Anella Limited and TDR Capital Limited pursuant to the Conversion; |
|
CREST |
the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form; |
|
DDB Facility Agreement |
the agreement between VEL Property Holdings Limited and Xercise2 Limited as detailed in the section titled Conversion above; |
|
Deep Discounted Bond or DDB |
the bond issued by Various Eateries Trading Limited to Friends Provident; |
|
Enlarged Share Capital |
the issued share capital of the Company as enlarged by the issue of the Conversion Shares and the Placing Shares; |
|
Existing Ordinary Shares |
the 89,008,477 Ordinary Shares in issue at the date of this Announcement; |
|
EU Prospectus Regulation |
Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area; |
|
Financial Conduct Authority or FCA |
the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part IV of FSMA; |
|
FPI or Friends Provident |
Friends Provident International Ltd, a company incorporated and registered in the Isle of Man (number 11494) and having its registered office at Royal Court, Castletown, Isle of Man IM9 1RA. Friends Provident operates on an execution only basis on the sole instruction of Hugh Osmond |
|
FSMA |
the Financial Services and Markets Act 2000 (as amended); |
|
General Meeting |
the general meeting of Various Eateries plc to be held at 10 a.m. on 22 December 2023 (or any reconvened meeting following any adjournment of the general meeting) at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR, notice of which is set out at the end of the Circular; |
|
Group |
the Company and its subsidiaries; |
|
Independent Directors |
Sharon Badelek, Glyn Barker and Gareth Edwards; |
|
Independent Shareholders |
shareholders who are independent of a person who would otherwise be required to make a Rule 9 Offer and any person acting in concert with him or her (as defined by the Takeover Code) which, for the purposes of the Rule 9 Waiver Proposal, does not include members of the Concert Party or exisiting Shareholders who participated in the Placing; |
|
Latest Practicable Date |
5 December 2023, being the latest practicable date prior to publication of this Announcement; |
|
LSE or London Stock Exchange |
London Stock Exchange plc; |
|
New Ordinary Shares |
the Placing Shares and the Conversion Shares; |
|
Notice or Notice of General Meeting |
the notice of the General Meeting to be set out in the Circular; |
|
Ordinary Shares |
ordinary shares of 1 pence each in the capital of the Company; |
|
Osmond Capital Limited Connected Persons |
being Andrew Bradshaw, John Gripton and Ash Pandore; |
|
Panel |
The Panel on Takeovers and Mergers; |
|
Placees |
subscribers for Placing Shares; |
|
Placing |
the conditional placing of the Placing Shares pursuant to the Placing Agreement; |
|
Placing Agreement |
the conditional agreement dated 5 December 2023 between the Company and WH Ireland in connection with the Placing; |
|
Placing Price |
25p; |
|
Placing Shares |
approximately 40,000,000 New Ordinary Shares to be issued pursuant to the Placing; |
|
Proposals |
the Placing, the Conversion and Rule 9 Waiver Proposal; |
|
Publicly Available Information |
any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; |
|
Regulatory Information Service |
one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information; |
|
Resolutions |
the resolutions to be proposed at the General Meeting and set out in the Notice, which shall include the resolutions required to grant the Directors authority to issue the Placing Shares and Conversion Shares, and to approve (on a poll vote of independent shareholders) the Rule 9 Waiver Resolution; |
|
Rule 9 Offer |
a mandatory offer under Rule 9 of the Takeover Code; |
|
Rule 9 Waiver Proposal |
the waiver granted by the Panel (conditional on the approval of the Waiver Resolution by the Independent Shareholders) of the obligation that would otherwise arise for the Concert Party to make a Rule 9 Offer under the Takeover Code as a consequence of the allotment and issue to it (or members of it) of the Conversion Shares and the Placing Shares; |
|
Rule 9 Waiver Resolution |
Resolution 1, as set out in the Notice of General Meeting, which is to be taken on a poll of Independent Shareholders in accordance with the requirements of the Takeover Code; |
|
Secured Loan Agreement or SLA |
the agreement between Various Eateries Trading Limited, Xercise2 Limited, Zeta Shares Limited, TDR Capital Nominees Limited and Anella Limited; |
|
Shareholders |
the holders of Ordinary Shares; |
|
Takeover Code |
the City Code on Takeovers and Mergers; |
|
uncertificated or in uncertificated form |
recorded on the register of members of Various Eateries plc as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
|
UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland; |
|
UK Prospectus Regulation |
the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019; |
|
WH Ireland |
W H Ireland Limited, a company incorporated in England and Wales with company number 02002044 whose registered office is situated at 24 Martin Lane, London EC4R 0DR; and |
|
£, pounds, penny or pence |
sterling, the lawful currency of the United Kingdom. |
APPENDIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKER, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand, 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 the United States, Australia, Canada, Japan, New Zealand, or South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; such securities offer no guaranteed income and no capital protection; and an investment in such securities 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.
Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Broker will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; 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.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to acquire Placing Shares and should be read in their entirety. Each Placee hereby agrees with the Broker and the Company to be bound by these terms and conditions. A Placee shall, without limitation, become so bound if the Broker confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and conditions set out in this Announcement and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing Agreement, under which the Broker has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Broker or any other person.
The number of the Placing Shares will be determined following completion of the Placing. The timing of the closing of the Placing and the number and allocation of Placing Shares, are at the discretion of the Broker, following consultation with the Company. Allocations will be confirmed orally or by email by the Broker following the close of the Placing. A further announcement confirming these details will then be made as soon as practicable following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares and the Conversion Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for admission to trading on AIM of the New Ordinary Shares. Subject (amongst other things) to the passing of the Resolutions, it is expected that settlement of any such shares and Admission will become effective on or around 8.00 a.m. on or around 27 December 2023 and that dealings in the New Ordinary Shares will commence at that time.
Placing
The Broker will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Broker and the Company shall be entitled to effect the Placing by such alternative method to the Placing as it may, in its sole discretion, determine.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Broker.
3. The bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by the Broker, in consultation with the Company, following completion of the Placing. The results of the Placing, including the number of Placing Shares, will be announced on a Regulatory Information Service following completion of the Placing.
4. To bid in the Placing, prospective Placees should communicate their bid by telephone to their usual contact at the Broker. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe. Bids may be scaled down by the Broker on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the discretion of the Broker. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the Broker, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Broker following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Broker will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Broker and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Broker's consent, such commitment will not be capable of variation or revocation.
7. The Company will make a further announcement following the close of the Placing detailing the results of the Placing and the number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Broker may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.
9. A bid in the Placing will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Broker's consent, will not be capable of variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or other announcement will be made by the Broker 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 pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations of the Broker under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
13. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Broker, nor any of its affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Broker, nor any of its respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Placing or of such alternative method of effecting the Placing as the Broker and the Company may determine.
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 Broker's obligations under the Placing Agreement are conditional on, inter alia:
1. the Resolutions having been duly passed at the General Meeting;
2. the delivery by the Company to the Broker of certain documents required under the Placing Agreement;
3. the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
5. the issue and allotment of the New Ordinary Shares, conditional only upon Admission;
6. Admission becoming effective by no later than 8.00 a.m. on 27 December 2023 or such other date and time as may be agreed between the Company and the Broker, not being later than 8.00 a.m. on 31 January 2024 (the "Long Stop Date"); and
7. the Placing Agreement not having been terminated by the Broker in accordance with its terms.
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Broker by the respective time or date where specified (or such later time or date as the Broker may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Broker may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Broker, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and, by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
1. if any of the warranties given in the Placing Agreement are not true and accurate or are misleading when given;
2. the Company has failed to comply with its obligations under the Placing Agreement in the period prior to Admission;
3. any matter or circumstance arises, or is likely to arise, as a result of which any of the conditions set out in the Placing Agreement will not be satisfied or (if possible to be waived) waived by the requisite time and/or date;
4. there has been any material change in, or any development likely to involve a prospective material change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations or prospects of any Group Company;
5. there has been, or is reasonably likely to occur, a material adverse change in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls which has a material adverse effect on the operation of any of the principal financial and investment markets in the United Kingdom or otherwise has a material adverse effect in respect of the Placing and Admission; or
6. trading generally on any stock exchange or in any over the counter market in the United Kingdom is materially disrupted, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any United Kingdom exchange or by any United Kingdom governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, in the sole judgement of the Broker.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Broker and that the Broker need not make any reference to Placees in this regard and that neither the Broker nor any of its respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Broker or any other person and neither the Broker, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Broker, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Broker are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Broker, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Broker in accordance with the standing CREST settlement instructions which they have in place with the Broker.
Settlement of transactions in the Placing Shares (ISIN: GB00BM9BZK23) following Admission will take place within CREST provided that, subject to certain exceptions, the Broker reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing LIBOR rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Broker may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Broker on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Broker such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Broker lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Broker nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Broker for themselves and on behalf of the Company:
1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
3. that the exercise by the Broker of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Broker and the Broker need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Broker or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only agreement between it, the Broker and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Broker nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the EU Prospectus Regulation or the UK, respectively, other than Qualified Investors or in circumstances in which the prior consent of the Broker has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA, or the UK respectively, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect the Broker to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Broker is not acting for it or its clients, and that the Broker will not be responsible for providing the protections afforded to customers of the Broker or for providing advice in respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Broker, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
8. that it is: (i) located outside the United States and is not a US Person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and accordingly the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States except in compliance with the registration requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
12. that, unless specifically agreed with the Broker, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States or any US Person at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada, Japan, New Zealand, the Republic of South Africa or a corporation, partnership or other entity organised under the laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia, Canada, Japan, New Zealand or the Republic of South Africa or to or for the benefit of any person resident in Australia, Canada, Japan, New Zealand, the Republic of South Africa and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Canadian Securities Administrators, the Japanese Ministry of Finance, the Securities Commission of New Zealand or the South African Reserve Bank and that the Placing Shares are not being offered for sale and may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;
14. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Broker or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
17. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;
18. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
20. that, unless otherwise agreed by the Broker, it is a Qualified Investor;
21. that, unless otherwise agreed by the Broker, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
22. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
23. that any money held in an account with the Broker (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Broker's (or its nominee's) money in accordance with such client money rules and will be used by the Broker in the course of its own business and each Placee will rank only as a general creditor of the Broker;
24. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until Admission becomes effective;
27. that it appoints irrevocably any director of the Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
28. that the Announcement does not constitute a securities recommendation or financial product advice and that neither the Broker nor the Company has considered its particular objectives, financial situation and needs;
29. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Broker will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Broker and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Broker for itself and on behalf of the Company and will survive completion of the Placing and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Broker to provide any legal, financial, tax or other advice to it;
33. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Broker shall notify it of such amendments;
34. that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering and Terrorist Financing Regulations 2019 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Broker such evidence, if any, as to the identity or location or legal status of any person which the Broker may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Broker on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Broker may decide in its absolute discretion;
35. that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or the UK Prospectus Regulation of those Placing Shares to be subscribed for and/or purchased by it;
36. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
37. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Broker in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
40. that the Broker may, in its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and
42. that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.
The Company, the Broker and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker for themselves and on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Broker.
The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Broker will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Broker in the event that any of the Company and/or the Broker have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.
All times and dates in this Announcement (including the Appendices) may be subject to amendment. The Broker shall notify the Placees and any person acting on behalf of the Placees of any changes.
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 the Broker or by any of its respective affiliates or agents 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.
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