Proposed Placing and Retail Offer
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DIALIGHT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DIALIGHT PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
26 September 2023
Dialight plc
("Dialight", the "Company" or the "Group")
Proposed Placing and Retail Offer to raise approximately £10.55 million
Dialight (LSE: DIA.L) a global leader in sustainable LED lighting for industrial applications today announces a proposed fundraising of up to £10.55 million through the issue of new ordinary shares of 1.89 pence each ("Ordinary Shares") by way of a placing to institutional investors (the "Placing") and an offer to retail investors (the "REX Retail Offer") (together, the "Fundraising") at a price of 159 pence per ordinary share (the "Issue Price"). For the avoidance of doubt, the REX Retail Offer is not part of the Placing and the REX Retail Offer Shares are not Placing Shares.
The Placing is being conducted via an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement") and is subject to the terms and conditions set out in the appendix to this Announcement (which forms part of this Announcement) (the "Appendix"). The Placing is being conducted by Peel Hunt LLP. The Bookbuild will be closed at the discretion of Peel Hunt LLP.
Highlights
· At the time of the Group's interim results for the six months ended 30 June 2023, announced on 18 September 2023, the Group set out details of a significant transformation plan structured around three key objectives:
o Streamlining the Group to focus on the core industrial lighting business
o Resetting and realigning the Group's cost base; and
o Accelerating growth in key lighting markets.
· The transformation plan includes capability and capital investment of c.£27.4m over the next three financial years. The Group's current high level of net indebtedness presents elevated risk in a challenging market and will impede the speed at which the transformation plan can be implemented.
· The Directors believe that the Fundraising will enable implementation of the transformation plan to be accelerated and de-risked by providing increased headroom to support near term investment commitments.
· Acceleration and successful execution of the transformation plan would help enable the Group to meet its recently published medium term financial targets in its 2026 financial year ("FY2026")
o Revenue net of non-core divestments to c. £180m
o Gross margins of c.40%
o Underlying EBIT margins >10%
· The implementation of the transformation plan is expected to return the Group to a net cash funding position before the end of FY2026 and the Board is committed to returning any excess cash generated by the transformation plan to shareholders as part of a reset capital allocation strategy.
· The Board is committed to delivering the transformation plan, with the Directors of Dialight expected to participate in the Placing for at least £0.2m, in aggregate.
Placing highlights
· Proposed Placing and REX Retail Offer of up to 6,635,257 New Ordinary Shares, at an Issue Price of 159 pence per share to raise gross proceeds of approximately £10.55 million.
· The New Ordinary Shares represent approximately 19.99 per cent. of the Company's existing issued share capital as at the date of this Announcement.
· The Issue Price represents a discount of approximately 9.4 per cent. to the closing mid-market price of 175.5 pence per share on 26 September 2023, being the last practicable date prior to the release of this Announcement.
· All Directors of the Company have indicated their intention to subscribe for 138,363 New Ordinary Shares amounting to approximately £0.22 million at the Issue Price.
· The Placing is being conducted through an accelerated bookbuild process which will commence immediately following this Announcement in accordance with the terms and conditions set out in the Appendix.
· The Placing is being conducted by Peel Hunt LLP, subject to certain conditions.
· A separate announcement will be made shortly regarding the REX Retail Offer and its terms.
· Applications will be made to the Financial Conduct Authority ("FCA") for the New Ordinary Shares to be admitted to the Official List of the FCA and to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on the Main Market ("Admission").
· It is expected that participation of certain of the Company's shareholders may constitute a related party transaction pursuant to Listing Rule 11 requiring shareholder approval in accordance with Listing Rule 11.1.7R. Accordingly, depending on the results of the Fundraising, settlement of the Placing Shares and Admission may be conditional on approval by the Company's shareholders at a general meeting. If required, the Company will make further announcements in due course regarding the timing of such general meeting.
· The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with Dialight's existing ordinary shares and will rank pari passu for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares.
Neil Johnson, Non-Executive Chairman of Dialight, said:
"I took over as Chair in May post the AGM. The time since has been a busy period with the newly formed Board having reviewed our strategy and visited our sites in Mexico, our largest manufacturing plants. I have also met with all of the senior team and visited our US sites in Farmingdale and Roxboro. The new Board has significant experience that will be invaluable in supporting the executive team.
Our observations are that Dialight has many positive attributes including great core products in lighting and good engineering capabilities. However, the key part of our transformation plan is to simplify the Group. This will include possible divestments, investment in manufacturing efficiency through greater automation and strengthening the team. The executive team has built plans based on this requirement, which the Board has reviewed and agreed. We expect that over the medium term this will create substantial profit growth and shareholder value."
Market Abuse Regulation
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under MAR. Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, the person responsible for arranging release of this Announcement on behalf of the Company is Richard Allan, Group General Counsel and Company Secretary.
In addition, market soundings (as defined in MAR) were taken in respect of the Fundraising with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement being made by the Company today. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
Terms used but not defined elsewhere in this Announcement shall have the meanings given to such terms in the Definitions section of the Appendix to this Announcement.
Enquiries:
|
Dialight plc |
+44 (0)203 058 3542 |
|
Neil Johnson, Non-Executive Chairman Fariyal Khanbabi, Group Chief Executive |
|
|
Peel Hunt LLP (Bookrunner and Corporate Broker) |
+44 (0) 20 7418 8900 |
|
Mike Bell / Ed Allsopp / Tom Graham (Investment Banking) Sohail Akbar / Jock Maxwell Macdonald / Nick Wilks (Equity Syndicate) |
|
Background to and reasons for the Placing
Launch of the Group's transformation plan
As set out in the Group's 2023 interim results, following a review of the strategy and operations of the Group during 2023, the Board has approved a comprehensive transformation plan for Dialight, which is designed to address legacy issues associated with excess cost and complexity within the organisation, whilst at the same time focusing more resources on the most attractive growth opportunities within its core industrial LED lighting market.
The Directors believe that the transformation plan has the potential to increase growth and improve profitability materially in the medium term, delivered through numerous initiatives, structured around three key objectives:
· to streamline the Group;
· to reset the business' cost and productivity profile; and
· to accelerate growth in key lighting products and market niches.
The Directors believe that the Group's core industrial LED lighting market is an attractive one, with a current addressable market of c.$3.6bn, which is expected to see structural growth in scale over the long term as legacy lighting is converted to LED technology which delivers improved efficiency and sustainability outcomes for customers.
Based on its proprietary technology and commercial strategy, the Group has established a leading position in the US industrial LED lighting market and has developed an effective and growing key account commercial strategy which is supporting sales growth internationally. Whilst these factors reaffirm its confidence in the opportunity for the industrial LED lighting business, the Board's review of the Group's strategy and operations has identified several underlying factors which it believes have contributed to disappointing financial performance:
· a fragmented organisation, comprising five distinct businesses;
· a disparate manufacturing footprint, with historic underinvestment resulting in low levels of automation;
· a product range which is too broad and complex; and
· an ageing product portfolio in certain areas.
To address these challenges, a number of initiatives are to be implemented as part of the transformation plan, including:
· a review of the Group's businesses, with any deemed non-core to be exited;
· consolidation of manufacturing operations and investment in increased automation;
· realignment of the cost base;
· reduction in the product range and increased standardisation; and
· consolidation of supply chains.
Streamlining the Group
LED Lighting for industrial applications is the Group's largest business, representing over 65% of revenues in 2022. Alongside industrial LED Lighting, the Group has four smaller businesses focused on niches within the wider lighting market: Components (16% of Group revenues in 2022); Traffic (7% of Group revenues in 2022); Vehicle (6% of Group revenues in 2022); and Obstruction (5% of Group revenues in 2022). Whilst each of these businesses has attractive facets within their respective niche markets, the Board does not believe that all of them have the potential to generate returns over the long term that are accretive to the industrial LED Lighting business. In part this reflects the scale and outlook of the markets involved, but also reflects the investment required in product development as well as resources required from a manufacturing perspective. The Board has initiated a review of the Group's portfolio. However, the timing and terms of any potential divestment arising from this are uncertain.
Resetting costs and productivity
The Group has four principal manufacturing sites with two in Mexico, one in North Carolina, USA and one in Malaysia. The Directors believe that reducing complexity in our product range and site network will be part of streamlining the business enabling more efficient operations and ultimately a reduction in the cost base. As part of this footprint re-configuration, a potential site has been identified located close to the Group's existing location in Ensenada, Mexico which would provide scope for a new, purpose built 200,000 sq ft facility into which existing operations could be consolidated. The Directors intend to enter into agreements prior to the end of 2023 to initiate the development of the site, which would enable production to be transferred during 2025.
Alongside the reducing complexity in our operational footprint, the Directors believe there are significant cost, capacity and productivity benefits to be achieved through increasing the level of automation in the manufacturing processes. The transformation plan necessitates an overall investment of c.£19.5m in consolidation and automation of manufacturing operations, which the Directors believe would enable annualised cost savings of circa £9m once fully implemented.
Accelerating growth in industrial LED lighting
Alongside the growth in LED Lighting demand, the Group is also seeing a rapid evolution in technology as customers seek ever-increasing levels of productivity and efficiency from their sites. The integration of monitoring, safety and productivity features within lighting fixtures represents an immediate opportunity to enhance the Dialight's products. Over the longer term the Directors see the potential for the lighting networks within buildings to play a key role in industrial connectivity, and that Dialight's key areas of product differentiation, technology expertise, open architecture and excellent customer relationships make it well placed to benefit from this technological development of its products. In addition to this, there is an opportunity to further monetise the Group's technology expertise through selling component elements of this, for example, power supply topology, as separate products into markets where Dialight does not operate. As a result of these additional areas of commercial focus, the Group is targeting new product revenues of at least £10m per annum by FY2026.
Financial effects of the transformation plan
The Fundraising will enable the Group to initiate key actions within the transformation plan before the end of 2023 and so enable it to be delivered on an accelerated timeframe. On this accelerated basis, the transformation plan requires investment of c.£27.4m over the period through to the end of FY2026, with the phasing of this expected to be: £0.5m in 2023; £5.7m in 2024; £19.2m in 2025; and £2.0m in 2026.
Execution on this transformation plan timetable would enable significantly improved financial performance in the medium term. Reflecting this, the Board has set the following financial targets to be achieved in FY2026:
· Group revenues of c.£180m, with growth in industrial LED lighting to more than offset any revenue lost through divestment
· Gross margin of c.40%, with incremental improvement to be achieved from 2024
· Underlying EBIT margin of greater than 10%, with any divestments expected to be initially dilutive and with the largest cost savings to be realised FY2026
· Group leverage to remain below 1.0x through the key implementation period of 2024 and 2025
Additional details of the Fundraising
All Directors of the Company have indicated their intention to participate in the Placing, which amounts to expected gross proceeds of approximately £0.2 million in aggregate:
|
Name |
Number of existing Ordinary Shares |
Percentage of existing issued share capital |
Number of New Ordinary Shares |
Number of Ordinary Shares on Admission |
Percentage of Enlarged Share Capital on Admission |
|
Neil Johnson |
0 |
0.00% |
62,893 |
62,893 |
0.16% |
|
Fariyal Khanbabi |
26,338 |
0.08% |
12,578 |
38,916 |
0.10% |
|
Nigel Lingwood |
5,000 |
0.02% |
6,289 |
11,289 |
0.03% |
|
Steve Blair |
0 |
0.00% |
31,446 |
31,446 |
0.08% |
|
Lynn Brubaker |
0 |
0.00% |
25,157 |
25,157 |
0.06% |
Certain of the Company's shareholders holding 10% or more of the issued ordinary share capital have indicated their intention to participate in the Placing. Depending on the results of the Fundraising, the participation of such shareholders may constitute a related party transaction pursuant to Listing Rule 11 requiring shareholder approval in accordance with Listing Rule 11.1.7R. Accordingly, Admission may be conditional on obtaining shareholder approval, in which case the Company would publish a notice of general meeting to convene a shareholders' meeting to seek the requisite shareholder approval. The Company can call a general meeting on 21 clear days' notice. If required, the Company will make further announcements in due course regarding such general meeting.
The Company is issuing New Ordinary Shares amounting to approximately 19.99 per cent. of its existing issued ordinary share capital on a non-pre-emptive basis pursuant to the Fundraising, and members of the Board have consulted with the Company's major institutional shareholders ahead of the release of this Announcement. A cashbox structure has been chosen for the Fundraising as it minimises cost, time to completion, as well as exposure to market volatility. The consultation has confirmed the Board's view that the Fundraising is in the best interests of shareholders, as well as wider stakeholders in the Company. The Company also considers it important that retail shareholders have an opportunity (where it is practicable for them to do so) to participate in the Fundraising on equivalent terms and conditions to the Placing. Accordingly, the Company is offering its existing retail shareholders the opportunity to participate through the REX Retail Offer.
About Dialight
Dialight (LSE: DIA.L) is a global leader in sustainable LED lighting for industrial applications. Dialight's LED products are providing the next generation of lighting solutions that deliver reduced energy consumption and create a safer working environment. Our products are specifically designed to provide superior operational performance, reliability, and durability, reducing energy consumption and ongoing maintenance, and achieving a rapid return on investment. The company is headquartered in the UK with operations in Australia, the Netherlands, Malaysia, Mexico, Singapore and the USA.
Details of the Placing and use of proceeds
The Company intends to raise approximately £10 million gross proceeds (after expenses of approximately £0.6 million pursuant to the Placing). The net proceeds of the Fundraising will be used to reduce the Company's net indebtedness and fund the transformation plan investment expected to be made before the end of 2024. The balance of the net proceeds of the Fundraising is expected to be used to fund working capital and for general corporate purposes.
The Placing will be conducted by Peel Hunt pursuant to a placing agreement between the Company and Peel Hunt (the "Placing Agreement") and in accordance with the terms and conditions set out in the appendix of this announcement. The Bookbuild will determine demand for and participation in the Placing.
The Bookbuild will commence with immediate effect following this announcement and is expected to close later today. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Peel Hunt and Dialight following the close of the Bookbuild. The timing of the close of the Bookbuild is at the absolute discretion of Peel Hunt in consultation with the Company and Peel Hunt reserves the right to close the Bookbuild earlier or later without further notice. The allocations will be determined by Peel Hunt in its absolute discretion following consultation with the Company and will be confirmed orally by Peel Hunt following the close of the bookbuilding process. A further announcement and results of the Placing will then be made as soon as practicable following the completion of the Bookbuild.
The Placing Shares will represent approximately 16.7% of the existing issued share capital and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares of 1.89 pence each in the capital of the Company. This includes the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.
Pursuant to the Placing Agreement, Peel Hunt has agreed, subject to the terms and conditions set out therein, to use its reasonable endeavours to procure placees for the Placing Shares at the Issue Price.
Applications will be made to the FCA for the Placing Shares to be admitted to listing on the Official List of the FCA and to London Stock Exchange plc for the Placing Shares to be admitted to trading on the Main Market. Certain of the Company's shareholders holding 10% or more of the issued ordinary share capital have indicated their intention to participate in the Placing. Depending on the results of the Fundraising, it is expected that the participation of such shareholders may constitute a related party transaction pursuant to Listing Rule 11 requiring shareholder approval in accordance with Listing Rule 11.1.7R. Accordingly, settlement of the Placing Shares and Admission would take place following shareholder approval being obtained at the relevant general meeting. The Placing is conditional upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
As part of the Placing, all Directors have indicated their intention to subscribe for Placing Shares at the Issue Price. Further details of the Placing and any participation by the Directors will be set out in the announcement to be made on the closing of the Placing.
The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this Announcement (which forms part of this announcement, such announcement and the Appendix together being, this "Announcement").
Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this announcement in its entirety (including the appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the appendix.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION") AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020, AS AMENDED (THE "UK PROSPECTUS REGULATION") AND WHO ARE: (I) "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"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (B) IF IN A MEMBER STATE OF THE EEA, PERSONS WHO ARE "QUALIFIED INVESTORS" (AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION, INCLUDING ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE); OR (C) OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR 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 OR TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
SUBJECT TO LIMITED EXCEPTIONS, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, FINANCIAL, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.
None of the Company, Peel Hunt LLP or any of its or their respective affiliates or any of its or their respective directors, officers, partners, employees, consultants, advisers or agents makes any representation or warranty, express or implied to any Placees (as defined below) regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares is given will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements, confirmations, indemnities and undertakings, contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. unless otherwise agreed with the Company, it is acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S; or
3. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), that it understands the resale and transfer restrictions set out in this Appendix that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale to Relevant Persons, or in circumstances in which the prior consent of Peel Hunt has been given to each such proposed offer or resale.
The Company and Peel Hunt will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
The distribution of this Announcement and the Placing or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Peel Hunt or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about and to observe any such restrictions.
This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
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.
Bookbuild
Peel Hunt will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect and will close at the discretion of the Company and Peel Hunt. 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. Members of the public are not entitled to participate in the Placing.
Peel Hunt and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Details of the Placing Agreement and the Placing Shares
Peel Hunt has today entered into the Placing Agreement (the "Placing Agreement") under which, subject to the terms and conditions set out therein, Peel Hunt has agreed to use reasonable endeavours to procure subscribers for the Placing Shares and, to the extent that any Placee defaults in paying the Placing Price (as defined below) in respect of any of the Placing Shares allocated to it, Peel Hunt has agreed to subscribe for such Placing Shares at the Placing Price.
The price per Placing Share is £1.59 (the "Placing Price"). The final number of Placing Shares will be decided following the close of the Bookbuild and the execution of the terms of sale by the Company and Peel Hunt (the "Terms of Sale"). The timing of the closing of the book and allocations are at the discretion of the Company and Peel Hunt. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of such Placing Shares.
The allotment and issue of the Placing Shares will be effected by way of a cash box placing. In accordance with the Placing Agreement and a subscription and transfer agreement entered into between the Company, a Jersey-incorporated subsidiary of the Company ("Newco") and Peel Hunt, the Company will allot and issue the Placing Shares on a non-pre-emptive basis to Peel Hunt, as bare nominee for the Placees (pending transfer of legal title to the Placees through CREST) and/or to the Placees themselves, as Peel Hunt shall direct, in consideration for the transfer to the Company by Peel Hunt of certain shares which it holds in Newco. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares the Company will, conditional on Admission and following the conclusion of the Placing, own all of the issued share capital of Newco, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing. The proceeds raised through the Placing (net of expenses) will be retained for the benefit of the Company.
Applications for listing and admission to trading
Applications will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange ("Admission"). If Shareholder Approval is not required, it is expected that Admission will become effective not later than 8.00 a.m. (London time) on or around 29 September 2023 (or such later time and/or date as may be agreed between the Company and Peel Hunt) and that dealings in the Placing Shares will commence at that time. If Shareholder Approval is required, subject to the Resolution being passed at the General Meeting, it is expected that Admission will become effective not later than 8.00 a.m. (London time) on or around the first dealing day after the date of the General Meeting (or such later time and/or date as may be agreed between the Company and Peel Hunt) and that dealings in the Placing Shares will commence at that time. The General Meeting can be called on 21 clear days' notice by the Company.
Participation in, and principal terms of, the Placing
1. Peel Hunt is acting as sole bookrunner and agent of the Company in connection with the Placing. Participation in the Placing will only be available to persons who are Relevant Persons or who may lawfully be, and are, invited to participate by Peel Hunt.
2. Peel Hunt and its affiliates and/or agents are each entitled to participate in the Placing as principal.
3. The Placing Shares will be issued to Placees at the Placing Price.
4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone and/or in writing to their usual sales contact at Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Peel Hunt reserves the right not to accept a bid from a potential Placee. Bids may also be scaled down by Peel Hunt on the basis referred to in paragraph 6 below.
5. Each prospective Placee's allocation in the Bookbuild ("Placing Participation") will be determined by the Company in consultation with Peel Hunt and their Placing Participation will be confirmed orally and/or via written correspondence by Peel Hunt as agent of the Company. That oral and/or written confirmation constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Company and Peel Hunt to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the articles of association of the Company.
6. The Bookbuild will open with immediate effect. The timing of the closing of the Bookbuild, pricing and allocations are at the absolute discretion of the Company and Peel Hunt. Peel Hunt may, in agreement with the Company, accept bids that are received after the Bookbuild has closed and allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time. Peel Hunt reserves the right to scale back the number of Placing Shares to be subscribed for by any Placee on such basis as it may determine. Peel Hunt (in agreement with the Company) also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole. The Company reserves the right (in agreement with Peel Hunt) to reduce or seek to reduce the amount to be raised pursuant to the Placing.
7. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to Peel Hunt to pay it (or as it may direct) in cleared funds in Sterling at the relevant time in accordance with the requirements set out below under "Registration and Settlement", an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee, conditional upon Admission becoming effective.
8. Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made on the same day, on the basis explained below under "Registration and Settlement".
9. Completion of the Placing is subject to the fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed.
10. By participating in the Bookbuild and the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by Peel Hunt and is not subject to any further conditions or requirements other than those set out in this Announcement or Placing Agreement.
11. Except as required by law or regulation, no press release or other announcement will be made by Peel Hunt 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.
12. To the fullest extent permissible by law, none of Peel Hunt, the Company or any of their respective affiliates or any of its or their respective directors, officers, partners, employees, consultants, advisers or agents shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Peel Hunt, the Company or any of their respective affiliates or any of its or their respective directors, officers, partners, employees, consultants, advisers or agents shall have any responsibility or liability (whether in contract, tort or otherwise and including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild (including entering or not entering into the Terms of Sale by Peel Hunt and/or the Company) or of such alternative method of effecting the Placing as Peel Hunt and the Company may agree.
Conditions of the Placing
The Placing is conditional, inter alia, upon (where Shareholder Approval is required) approval by Shareholders of the Resolution and the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. If Shareholder Approval is required and the Resolution is not passed at the General Meeting, the Placing will not proceed.
The obligations of Peel Hunt under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
1. each of the warranties in the Placing Agreement being true and accurate and not misleading by reference to the facts and circumstances then subsisting;
2. in the opinion of Peel Hunt (acting in good faith), there not having occurred a material adverse change in the Company or in the Group (taken as a whole), whether or not foreseeable at the date of the Placing Agreement;
3. the Company having complied with its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;
4. Peel Hunt and the Company entering into the Terms of Sale;
5. if Shareholder Approval is required, the formal approval by the FCA of the Shareholder Circular in accordance with the Listing Rules) and the Company despatching the Shareholder Circular containing notice of the General Meeting and the Resolution being passed at the General Meeting;
6. if Shareholder Approval is not required, Admission taking place not later than 8.00 a.m. (London time) on 6 October 2023 or such later date as the Company and Peel Hunt may otherwise agree; and
7. if Shareholder Approval is required, Admission taking place not later than 8.00 a.m. (London time) on the first dealing day after the General Meeting, or such later date as the Company and Peel Hunt may otherwise agree.
Peel Hunt may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment or agree an extension in time for their satisfaction, in whole or in part, of any or all of the conditions in the Placing Agreement, other than that relating to, inter alia, Admission (to the extent permitted by law or regulations), by giving notice in writing to the Company. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement. If Shareholder Approval is required, the latest date for satisfaction or fulfilment of the conditions will be not later than the earlier of (i) the fifth Dealing Day after the date of the General Meeting, and (ii) 10 November 2023.
If (i) any of the conditions contained in the Placing Agreement have not been fulfilled or, where permitted, waived by Peel Hunt by the applicable time or date where specified (or such later time and/or date as the Company and Peel Hunt may agree), (ii) any of the conditions contained in the Placing Agreement becomes incapable of being satisfied or (iii) the Placing Agreement is terminated in accordance with its terms (as summarised below), the Placing will not proceed and the Placees' rights and obligations 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.
By participating in the Placing each Placee agrees that none of Peel Hunt, the Company or any other person shall have any responsibility or liability (whether in contact, tort or otherwise) 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 the 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 or for entering or not entering into the Terms of Sale and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Peel Hunt and the Company.
Termination of the Placing Agreement
Peel Hunt is entitled, at any time before Admission and in accordance with its terms, to terminate the Placing Agreement by giving notice to the Company if, inter alia, in Peel Hunt's opinion:
1. any of the warranties given by the Company in the Placing Agreement were untrue, inaccurate or misleading when made;
2. any statement in this Announcement is untrue or inaccurate in any material respect or misleading;
3. the Company has not complied with any of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission) or either the Company or Newco is in breach of any of its obligations under the initial subscription and option agreement or the subscription and transfer agreement in respect of the Placing and such breach is, in the opinion of Peel Hunt (acting in good faith) material in the context of the Placing, the REX Retail Offer and/or Admission;
4. a material adverse change has occurred, whether or not foreseeable at the date of the Placing Agreement;
5. there has occurred:
a. an actual or prospective material adverse change in United Kingdom taxation affecting the Ordinary Shares or the transfer thereof; or
b. a suspension or material limitation in trading in securities generally on the London Stock Exchange's market for listed securities; or
c. a general moratorium on commercial banking activities in London or New York or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom or the United States; or
d. an incident of terrorism or the outbreak or escalation of hostilities involving the UK, any other EU Member State or the United States or the declaration by the UK, any other EU Member State or the United States of a national emergency or war or the occurrence of any other calamity or crisis resulting in a change in financial, political, market or economic conditions or currency exchange rates in the UK or the United States and whether or not foreseeable at the date of the Placing Agreement,
which in each case, in the opinion of Peel Hunt (acting in good faith), would be likely to prejudice the success of the Placing, the REX Retail Offer or Admission or would make it impractical or inadvisable to continue with the Placing, the REX Retail Offer or Admission.
Upon such termination, Peel Hunt and the Company shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions, and the Placing will not proceed.
By participating in the Placing, Placees agree that the exercise by Peel Hunt of any right of termination or by Peel Hunt of any other discretion under the Placing Agreement, shall be within the absolute discretion of Peel Hunt and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
Lock-up
The Company has undertaken to Peel Hunt that, between the date of the Placing Agreement and 120 calendar days from the date of Admission, it will not, without the prior written consent of Peel Hunt, issue Ordinary Shares or enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between Peel Hunt and the Company.
By participating in the Placing, Placees agree that the exercise by Peel Hunt of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to such undertaking under the Placing Agreement shall be within the absolute discretion of Peel Hunt and that Peel Hunt need not make any reference to, or consultation with, Placees and that Peel Hunt shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
No Prospectus
The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom, any member state of the EU or elsewhere. No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company and its Group, the Placing and the Placing Shares based on the information contained in this Announcement and any information publicly released to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement and subject to any further terms set forth in the contract note or trade confirmation to be provided to the individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously or simultaneously published by or on behalf of the Company by notification of a Regulatory Information Service or otherwise filed by the Company is exclusively the responsibility of the Company. Each Placee, by accepting a participation in the Placing, confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or Peel Hunt or any other person and neither the Company nor Peel Hunt nor any of their respective affiliates nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and its Group in participating in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation.
Registration and Settlement
The Placing
Settlement of transactions in the Placing Shares (ISIN: GB0033057794) will take place within the system administered by Euroclear ("CREST"). Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Peel Hunt may agree that the Placing Shares should be issued in certificated form.
The Company and Peel Hunt reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares (or a portion thereof) to Placees in certificated form or by such other means as they deem necessary if delivery or settlement to Placees is not possible or practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price. Each such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions as set out in the contract note or trade confirmation.
The Company will deliver the Placing Shares to a CREST account operated by Peel Hunt as agent for the Company and Peel Hunt will enter its delivery (DEL) instruction into the CREST system. Peel Hunt will hold any Placing Shares delivered to this account as nominee for the Placees until settlement. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
General provisions
If Shareholder Approval is not required, it is expected that settlement will be on 29 September 2023 in accordance with the instructions given to Peel Hunt unless otherwise notified by Peel Hunt.
If Shareholder Approval is required, it is expected that, subject to the Resolution being passed at the General Meeting, settlement will be on or about the first dealing day after the date of the General Meeting in accordance with the instructions given to Peel Hunt unless otherwise notified by Peel Hunt.
Each Placee is deemed to agree that, if it does not comply with these obligations, Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Peel Hunt's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the electronic contract note/confirmation is forwarded 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 United Kingdom stamp duty or United Kingdom stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing from the Company or Peel Hunt.
If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Company nor Peel Hunt shall be responsible for the payment thereof.
Representations and Warranties
By submitting a bid and/or participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, undertakes, acknowledges, confirms and agrees with the Company and Peel Hunt, in each case as a fundamental term of its participation in the Placing, that:
1. it has read and understood this Announcement in its entirety and that its participation in the Bookbuild and the Placing and its subscription for and acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, indemnities, warranties, acknowledgements, agreements and undertakings and other information contained in this Announcement;
2. none of Peel Hunt, the Company or any of their respective affiliates or any of its or their respective directors, officers, partners, employees, consultants, advisers or agents or any person acting on behalf of any of them has provided, nor will they provide, it with any material regarding the Placing Shares or the Company or any other person other than the information contained in this Announcement; nor has it requested Peel Hunt or the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such material or information;
3. the exercise by Peel Hunt of any right of termination or any right of waiver exercisable by Peel Hunt contained in the Placing Agreement including, without limitation, the right to terminate the Placing Agreement and/or to enter into or refrain from entering into the Terms of Sale, is within the absolute discretion of Peel Hunt and Peel Hunt will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;
4. if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated, or (iii) the Terms of Sale is not executed by Peel Hunt and the Company, or (iv) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and its rights (save as to return of funds) and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
5. no offering document or prospectus has been, or will be, prepared in connection with the Placing or is required under the FSMA, the UK Prospectus Regulation or any other applicable law and it has not received and will not receive a prospectus or other offering document in connection therewith;
6. the Ordinary Shares are (and the Placing Shares will be) listed on the premium listing segment of the Official List of the FCA and admitted to trading on the main market of the London Stock Exchange and the Company is therefore required to publish certain business and financial information in accordance with UK MAR and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and similar statements for preceding financial years and that it is able to obtain or access the Exchange Information without undue difficulty and that it has reviewed such Exchange Information as it has deemed necessary;
7. it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company and its Group, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company and its Group, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
8. that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance or the South African Reserve Bank and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;
9. the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States and may not be reoffered or resold in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction of the United States;
10. it will not distribute, forward, transfer or otherwise transmit this Announcement or Appendix, or any other presentational or other materials concerning the Placing in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
11. unless otherwise agreed with the Company, it is outside of the United States and is acquiring the Placing Shares in an offshore transaction (as defined in Regulation S under the Securities Act) for its own account or for the account of a person outside of the United States or it is a dealer or other professional fiduciary in the United States acquiring Placing Shares in an offshore transaction on a discretionary basis for the benefit of a non-US person (other than an estate or trust) (all such terms as defined in Regulation S);
12. the content of this Announcement is exclusively the responsibility of the Company and neither Peel Hunt nor any of its affiliates or any of its or their respective directors, officers, partners, employees, consultants, advisers or agents nor any person acting on its or their behalf has or shall have any liability, in contract, tort or otherwise for any information, representation or statement contained in, or omission from, this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously or contemporaneously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by either of Peel Hunt or the Company and neither of Peel Hunt nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
13. neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 or 96 of the UK Finance Act 1986 (depositary receipts and clearance services), it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
14. it has complied with its obligations under the FSMA, the CJA, EU MAR and UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering and Terrorist Financing (Amendment) Regulations 2019, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations, and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations 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 all such regulations;
15. 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 the UK Prospectus Regulation (as applicable), (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 EEA which has implemented the EU Prospectus Regulation other than Qualified Investors, or in the United Kingdom to qualified investors within the meaning of the UK Prospectus Regulation ("UK Qualified Investors"), or in circumstances in which the prior consent of Peel Hunt 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 United Kingdom other than Qualified Investors or UK Qualified Investors (as applicable), the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
16. it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
17. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges this Announcement has not been approved by Peel Hunt in its capacity as an authorised person under section 21 of the FSMA and it may therefore not be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
18. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 1(4) of the EU Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation;
19. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing from or otherwise involving, the United Kingdom companies, securities and financial and intermediary services laws and regulations;
20. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; (ii) it exercises sole investment discretion as to each such person's account; and (iii) it is and will remain liable to Peel Hunt and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
21. it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
22. it is a Relevant Person (as defined above);
23. it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise (including all relevant provisions of EU MAR, UK MAR, the FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom);
24. it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
25. it (and any person acting on its behalf) has the funds available to pay for, and will make or procure payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein or as directed by Peel Hunt, failing which the relevant Placing Shares may be placed with other subscribers or sold as Peel Hunt may in its discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;
26. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
27. neither Peel Hunt, nor any of its affiliates, nor any person acting on behalf of Peel Hunt, is making any recommendations to it, advising it or providing intermediary services regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Peel Hunt and that Peel Hunt (who is acting for the Company and no other person in connection with the Placing) has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
28. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Peel Hunt in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee, in accordance with the provisions for registration and settlement set out in this Announcement;
29. neither the Company nor Peel Hunt owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, representations, warranties, undertakings or indemnities in the Placing Agreement;
30. time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;
31. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Peel Hunt in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
32. it shall indemnify on an after-tax basis and hold the Company and Peel Hunt and their respective affiliates and its and their respective directors, officers, partners, employees, consultants, advisers or agents 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 provisions of this Appendix shall survive after completion of the Placing;
33. its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The agreement to settle a Placee's subscription (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 the subscription by it and/or such person direct from the Company for the Placing Shares in question. In respect of the Placing, such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing, stamp duty, stamp duty reserve tax or securities transfer tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty, stamp duty reserve tax or securities transfer tax, and neither the Company nor Peel Hunt shall be responsible for such stamp duty, stamp duty reserve tax or securities transfer tax. If this is the case, each Placee should seek its own advice and notify Peel Hunt accordingly;
34. unless paragraph 35 below applies, it has neither received nor relied on any inside information (for the purposes of UK MAR and section 56 of the CJA) in relation to its participation in the Placing;
35. if it has received any inside information (for the purposes of UK MAR and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has received such information within the marketing soundings regime provided for in Article 11 of UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
36. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Peel Hunt, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;
37. if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;
38. the Placing Shares will be allotted and issued subject to the terms and conditions of this Appendix;
39. no action has been or will be taken by any of the Company, Peel Hunt or any person acting on behalf of the Company or Peel Hunt that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
40. (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company and its Group operates and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing; (iii) it has relied upon its own examination and due diligence and analysis of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, Peel Hunt, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer; and
41. the Company and Peel Hunt and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given for the benefit of the Company and Peel Hunt and to Peel Hunt on their own behalf and on behalf of the Company and are irrevocable.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of Peel Hunt and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
All times and dates in this Announcement may be subject to amendment. Peel Hunt shall notify the Placees and any person acting on behalf of the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context otherwise requires:
|
Admission |
admission of the Placing Shares to listing on the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange becoming effective; |
|
Announcement |
this announcement (including the Appendix); |
|
Bookbuild |
the bookbuilding process to be commenced by Peel Hunt to use reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
CJA |
the Criminal Justice Act 1993; |
|
CREST |
means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form; |
|
EU MAR |
the Market Abuse Regulation (Regulation (EU) No. 596/2014); |
|
EU Prospectus Regulation |
the Prospectus Regulation (EU) 2017/1129 as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979; |
|
Euroclear |
means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales; |
|
FCA |
the UK Financial Conduct Authority; |
|
FSMA |
the Financial Services and Markets Act 2000, as amended; |
|
Fundraising |
together, the Placing and the REX Retail Offer; |
|
General Meeting |
if required, the general meeting of the Company to be convened pursuant to the Shareholder Circular in connection with the Placing; |
|
Group |
the Company and its subsidiaries and subsidiary undertakings; |
|
London Stock Exchange |
London Stock Exchange plc; |
|
Newco |
Project Dynamo Funding Limited; |
|
New Ordinary Shares |
together, the Placing Shares and the REX Retail Offer Shares; |
|
Ordinary Shares |
ordinary shares of 1.89 pence each in the capital of the Company; |
|
Peel Hunt |
Peel Hunt LLP; |
|
Placee |
any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given; |
|
Placing |
the proposed placing of Placing Shares on the terms and subject to the conditions of this Announcement and the Placing Agreement; |
|
Placing Agreement |
the conditional placing agreement entered into between the Company and Peel Hunt on the date of this Announcement; |
|
Placing Shares |
the Ordinary Shares to be offered and sold pursuant to the Placing; |
|
REX Platform |
the Peel Hunt Retail Capital Markets "REX" platform, a proprietary platform owned and operated by Peel Hunt; |
|
REX Retail Offer |
the offer of REX Retail Offer Shares to be made through the REX Platform; |
|
REX Retail Offer Shares |
the Ordinary Shares to be offered pursuant to the REX Retail Offer; |
|
Regulation S |
Regulation S promulgated under the Securities Act; |
|
Resolution |
if required, a resolution of the Company's shareholders to approve any related party transactions in connection with the Placing and which will be set out in the notice of General Meeting; |
|
Securities Act |
the US Securities Act of 1933, as amended; |
|
Shareholder Approval |
approval of the Placing by the Company's existing shareholders pursuant to Listing Rule 11.1.7R; |
|
Shareholder Circular |
if required, the circular to be despatched by the Company to its shareholders containing, inter alia, the notice convening the General Meeting; |
|
subsidiary |
has the meaning given in the Companies Act 2006, as amended; |
|
subsidiary undertaking |
has the meaning given in the Companies Act 2006, as amended; |
|
Terms of Sale |
the terms of sale to be entered into between the Company and Peel Hunt in relation to the Placing; |
|
UK MAR |
EU MAR as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended; and |
|
UK Prospectus Regulation |
the EU Prospectus Regulation as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Withdrawal Agreement (Act) 2020, as amended. |
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