Proposed Acquisition, Placing, CLN, RCF & GM
Summary by AI BETAClose X
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30 September 2026
EARNZ plc
(“EARNZ”, the “Company” or the “Group”)
Proposed acquisition of GEM Newco Limited (“Gem New Co”)
Placing to raise up to £4.1 million
Convertible loan note of up to £0.7 million
Retail Offer of up to £1.0 million
and
New £5.0 million Revolving Credit Facility
EARNZ plc (“EARNZ” or the “Company”) (AIM: EARN), an energy services company whose objective is to capitalise on the drive for global decarbonisation, is pleased to announce that it has entered into a conditional sale and purchase agreement to acquire certain assets of the business of GEM Environmental Building Services Limited (“GEM” or the “Seller”) for a maximum total consideration of £23,550,000. The company further announces a proposed fundraising of approximately £4.7 million (before expenses), comprising a placing of approximately 102.5 million new Ordinary Shares (the “Placing Shares”) at a price of 4 pence per Placing Share (the “Placing Price”) to raise gross proceeds of approximately £4.1 million (the “Placing”), with the balance of up to £0.7 million to be raised through the Convertible Loan Note (as defined below).
The Company will issue a convertible loan note of up to £0.7 million to Gresham House Asset Management Limited (“Gresham House”) (the “Convertible Loan Note”). The Convertible Loan Note will carry rolled-up interest at 10 per cent. per annum, will have a three-year term and will be convertible into new Ordinary Shares at the Placing Price at the election of Gresham House. Further details are set out below. The issue of the Convertible Loan Note is inter-conditional with completion of the Placing.
In addition to the Placing and the Convertible Loan Note, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild Platform (the “Retail Offer”, together with the Placing and the Convertible Loan Note, the “Fundraising”) raising up to approximately £1.0 million at the Placing Price via the issue of further new Ordinary Shares (the “Retail Offer Shares”, together with the Placing Shares, the “Fundraising Shares”).
The Placing Shares, the Initial Consideration Shares, the Retail Offer Shares and the Fee Shares (as defined below) (assuming that the maximum number of the Placing Shares, the Retail Offer Shares and the Fee Shares will be allotted and issued) (together, the “New Ordinary Shares”) will represent approximately 50.5 per cent. of the Company’s enlarged share capital immediately following admission of the New Ordinary Shares to trading on AIM (“Admission”) (the “Enlarged Share Capital”) and the Placing Price represents a discount of approximately 15.8 per cent. to the closing mid-market price of 4.75 pence per Existing Share on 29 September 2026, being the latest practicable date prior to the release of this Announcement.
In addition to the net proceeds of the Fundraising, the Company has agreed, with HSBC UK Bank Plc (“HSBC”), a revolving credit facility of up to £5.0 million (the “Revolving Credit Facility”) expected to be available at shortly after Completion, to provide additional working capital for the Enlarged Group. The entry into of the Revolving Credit Facility is a condition of the Placing (amongst other things). Drawdown under the Revolving Credit Facility is conditional on, amongst other things, Admission and Completion.
EARNZ proposes to use the net proceeds of the Placing and Convertible Loan Note to satisfy the initial cash consideration payable for Gem New Co and satisfy (in part) deal fee costs, and to use the new proceeds of the Retail Offer to provide additional working capital for the Enlarged Group.
Acquisition of Gem New Co
EARNZ Holdings Limited (“EARNZ Holdings”), a wholly owned subsidiary of the Company, has signed a conditional sale and purchase agreement (the “SPA”) with the Seller to acquire the entire issued share capital of Gem New Co (the “Proposed Acquisition”), a company incorporated for the purposes of the Proposed Acquisition to which certain assets of the business of GEM will be transferred prior to completion of the Proposed Acquisition (“Completion”) pursuant to an asset purchase agreement, for a maximum total consideration of £23.55 million, comprised of:
- initial consideration of up to £10,000,000 to be satisfied by:
- £4,000,000 in cash;
- £2,000,000 by the issue of the Loan Notes by EARNZ Plc; and
- £4,000,000 by the issue of 100,000,000 Initial Consideration Shares at the Placing Price, which will be subject to the Lock-in Deed;
- up to £13,550,000 by way of conditional deferred consideration payments to be satisfied, to the extent payable, 80 per cent. in cash and 20 per cent. either in cash or by the issue of Deferred Consideration Shares (which would be subject to the Lock-in Deed) at the Company’s election, split across the two years of the conditional deferred consideration period as follows:
Year 1 (being the 12-month period following Completion) – an amount no greater than £7,375,000, calculated by reference to the revenue of Gem New Co in that period as set out in the table below; and
|
Revenue target |
Deferred consideration payments as a % of revenue target |
Deferred consideration payments £’000 |
|
Up to £13,000,000 |
12.5 |
1,625 |
|
Incremental revenue between £13,000,000 and £30,000,000 |
25.0 |
4,250 |
|
Incremental revenue between £30,000,000 and £35,000,000 |
30.0 |
1,500 |
|
Total |
|
7,375 |
Year 2 (being the 12-month period following the end of Year 1) – an amount no greater than £6,175,000, calculated by reference to the revenue of Gem New Co in that period as set out in the table below, and subject to the catch up mechanism referenced below.
|
Revenue target |
Deferred consideration payments as a % of revenue target |
Deferred consideration payments £’000 |
|
Up to £13,000,000 |
12.5 |
1,625 |
|
Incremental revenue between £13,000,000 and £30,000,000 |
15.0 |
2,550 |
|
Incremental revenue between £30,000,000 and £40,000,000 |
20.0 |
2,000 |
|
Total |
|
6,175 |
Any Deferred Consideration Shares will be issued at the higher of the Placing Price and the 7-day trailing weighted average share price as at the date of issue.
The Seller’s entitlement to any conditional deferred consideration payment is conditional upon Gem New Co achieving in either Year 1 or Year 2 both (i) a specified level of revenue (as shown in the tables above) and (ii) an average gross margin of at least 22 per cent.
If the Seller fails to achieve the full conditional deferred consideration payment in Year 1 but total aggregate revenue for the two year conditional deferred consideration period is more than £75,000,000 and the average gross margin is at least 22 per cent. then the conditional deferred consideration payment for Year 2 may be increased by an amount equal to the difference between £7,375,000 and the value of the conditional deferred consideration payment actually paid to the Seller in respect of Year 1.
The loan notes to be issued to the Seller by EARNZ Plc in satisfaction of £2,000,000 of the initial consideration (the “Loan Notes”) will be issued on Completion. The Loan Notes will be unsecured and will bear interest at 10 per cent. per annum (non-compounding) from the date of issue. The Loan Notes will be redeemed at par on the date falling 12 months after Completion, with all accrued interest payable in cash at the same time. All amounts payable under the Loan Notes will be subject to the rights of set-off and withholding under the SPA. The Loan Notes may only be transferred in whole, or in part, to a permitted assignee under the SPA. The Loan Notes will not be admitted to trading on AIM or on any other market.
The Target will be acquired on a cash-free, debt-free basis with normalised working capital.
The Seller has agreed to enter into a lock-in deed (the “Lock-in Deed”), which provides that the Seller cannot sell the Initial Consideration Shares for a period of 12 months from Completion or any Deferred Consideration Shares for a period of 12 months from the relevant issue date (the “Lock-in Period”), as well as providing for a 12-month orderly market period from the end of the relevant Lock-in Period. If there are any claims which are agreed between EARNZ Holdings and the Seller as to both liability and quantum (“Qualifying Claims”) or other claims related to completion accounts adjustment under the SPA during the Lock-in Period applicable to the Initial Consideration Shares, these may be settled by the Seller, with the consent of EARNZ Holdings, wholly or partially by way of sale of the Initial Consideration Shares. If there are any Qualifying Claims under the SPA after the first anniversary of Completion, these may be settled by the Seller, with the consent of EARNZ Holdings, 20 per cent. by way of sale of any remaining Initial Consideration Shares or any Deferred Consideration Shares and 80 per cent. in cash. In either case, if the Seller chooses, these claims under the SPA may also be settled entirely in cash.
The Fundraising Shares, the Fee Shares and the Initial Consideration Shares (assuming that the maximum number of the Fundraising Shares, the Fee Shares and the Initial Consideration Shares will be allotted and issued) will represent approximately 50.5 per cent. of the Company’s Enlarged Share Capital.
Information on Gem New Co
Based in central London, Gem New Co has been a leading building maintenance contractor since 1999, working with local authorities, social landlords, schools and commercial buildings. Its core activities include: (i) heat metering solutions; (ii) mechanical, electrical, gas and renewable installations; (iii) maintenance and remedial works; and (iv) technology and compliance software which is deployed to assist social housing providers to be compliant with the Energy Act 2023 (the “Energy Act”) and Awaab’s Law.
Gem New Co has secured a contract with a high-profile London local authority to deliver a heat network upgrade incorporating tenant billing technology. It is now in Year 2 of a five-year contract and is in discussions with other local authorities to gain early market traction. The Board believes that the Proposed Acquisition would deepen the Group’s direct relationships with local authorities in the London region and unlock opportunities for cross-group working and selling, fuelling organic growth.
Gem New Co’s key clients include Westminster City Council and Islington London Borough Council. As at 19 August 2026, Gem New Co was tendering for five contracts across three frameworks, in each case of mechanical and electrical or heat network scope, with a combined value of approximately £627 million in respect of the lots for which Gem New Co would bid (excluding VAT, and before any assessment of the proportion of that value which Gem New Co might secure). Gem New Co has also developed proprietary software which gives heat network owners real-time visibility and control of their assets, drawing data from building management systems, automated meter reading and internet-of-things sensors and presenting it through configurable dashboards with automated alerts.
The service and repairs contracts with Westminster City Council and Islington London Borough Council, which are Gem New Co's principal customer contracts, are due to expire during 2027 and may also be terminated for convenience by the relevant customer prior to their expiry. One customer also has a contractual right to reduce the scope of work by notice or to terminate on a change of control to which it objects. Accordingly, the Board expects the ongoing contribution of those contracts to the Enlarged Group to be primarily through the relationships they have established and the platform they provide for tendering new work, rather than through the residual revenue receivable under their current terms.
Transfer of the contracts to Gem New Co pursuant to the asset purchase agreement will require customer consent, which the Company is in the process of seeking. Separately, one contract is currently subject to an unresolved dispute as to whether it was validly entered into; no value has been attributed to that contract for the purposes of pricing the Proposed Acquisition, which has proceeded on the basis that the contract is unlikely to transfer to Gem New Co. There can be no guarantee that all relevant consents to the transfer of contracts will be obtained.
The Board believes that the Proposed Acquisition will strengthen the Company by adding technology to the Group’s blue collar offering, particularly in the light of the Energy Act. This focuses on the scaling up of low-carbon energy, boosting long-term energy security while reforming the domestic energy market. New rules will be introduced for Ofgem-regulated low-carbon heat networks and it empowers the Secretary of State to set standards for energy-smart appliances, helping to manage grid demand. The Energy Act provides the environment for social housing tenants to benefit from efficiency upgrades that will lower energy bills and help towards eradicating fuel poverty. The Board believes that the acquisition provides a significant opportunity to upscale the Company in its primary market.
The Energy Act has paved the way for the Heat Network Technical Assurance Scheme regulations (“HNTAS”), which will be phased in over time, with a planned launch in 2027 and registration of heat network operators and suppliers required from January 2027. Under the new Ofgem heat-network regulatory regime, where individual supply meters are installed, heat suppliers are generally required to bill each consumer by reference to the actual consumption recorded for their individual dwelling, rather than solely on the basis of consumption or costs measured at block level. Compliance therefore requires systems capable of capturing, monitoring and maintaining dwelling-level meter, consumption and billing data. These requirements are regulatory obligations overseen by Ofgem and have applied since 27 January 2026.
Separately, Awaab’s Law imposes legally enforceable duties on social landlords in relation to damp, mould and serious hazards, requiring a response within 24 hours in the case of emergency hazards, investigation of significant damp and mould within 10 working days and remediation within a further five working days. The Board believes that these duties create demand for real-time sensor technology monitoring mould risk, fire, temperature, gas and electricity consumption and feeding a live portal which local authorities and housing associations can access directly, and that once such technology is installed the Enlarged Group becomes a natural partner for related maintenance, retrofit and facilities management work.
The market which the Proposed Acquisition addresses is underpinned by committed government funding. The Warm Homes Plan represents a government commitment of £15 billion, with a further £2.5 billion available through the Social Housing Decarbonisation Fund and the Home Upgrade Grant, and up to 5 million homes are eligible under the Warm Homes Plan. The public sector property portfolio is valued at approximately £208 billion and current government strategy targets a 75 per cent. reduction in direct emissions from public sector buildings by 2037, against a 2017 baseline. The Board considers the government funding creates a funded addressable market which will be better served by a group with national scale and technical breadth. The Board believes that the UK building maintenance and energy services market remains highly fragmented and that the Company is the only AIM-quoted consolidator pursuing a disciplined buy and build strategy in this market.
The Board considers that the Proposed Acquisition advances the Company’s strategic priorities by: (i) establishing a London and South East presence; (ii) securing direct, long-term relationships with local authorities; (iii) adding proprietary technology which the Board believes creates competitive advantage; (iv) building a national, multi-service energy services group; and (v) delivering the EBITDA inflection which the Board believes will transform the Company’s equity story.
The Board’s aspiration is to build the Enlarged Group into a business with turnover of approximately £130 million and a double-digit EBITDA margin over the medium term, through a combination of further acquisitions from the Company’s pipeline, for which additional funding would be required, and organic growth across the Group.
The Directors expect that the Proposed Acquisition will significantly contribute to EBITDA and cash generation improvement.
Following Completion, pro-forma revenues of the enlarged EARNZ Group are expected to be in excess of £50m of which at least £20m will be attributable to Gem New Co revenues. The Board expects the Enlarged Group to deliver double digit adjusted EBITDA margin and to be highly cash generative which will improve leverage multiples and increase financial flexibility.
Gem New Co generated normalised EBITDA of £3.2 million in the year to 30 June 2026. The Board expects the Proposed Acquisition to be earnings accretive in the first full financial year of ownership. This statement is not, and should not be construed as, a profit forecast or estimate for any period. The table below sets out summary historical financial information in respect of the trade and assets of GEM to be transferred to Gem New Co for the 15-month period ended 30 June 2024 and the two financial years ended 30 June 2025 and 30 June 2026:
|
£’000 |
Audited 15 month period ended 30 June 2024 |
Audited Year ended 30 June 2025 |
Unaudited Year ended 30 June 2026
|
|
Revenue |
26,985 |
28,792 |
30,456 |
|
Cost of sales |
(20,179) |
(19,730) |
(24,888) |
|
Gross profit |
6,806 |
9,062 |
5,568 |
|
Operating profit/(loss) |
(3,122) |
1,434 |
2,742 |
|
Profit before tax |
(3,293) |
1,185 |
2,526 |
|
Net assets/(liabilities) |
(2,683) |
(984) |
55 |
|
Cash |
65 |
942 |
87 |
The Proposed Acquisition is subject to the satisfaction (or waiver, where applicable) of, inter alia, the following conditions. There is no guarantee that the conditions will be satisfied (or waived, if applicable), in which case the Proposed Acquisition will not complete:
(a) the Relevant Resolutions being approved by the requisite majority of Shareholders at the General Meeting;
(b) the Placing Agreement having become unconditional in all respects (other than as to Admission) and not having been terminated prior to Admission;
(c) the pre-completion reorganisation (being the transfer of the business and specified assets of the Seller to Gem New Co pursuant to the asset purchase agreement (the “APA”)) having been completed in accordance with the relevant documentation, copies of which have been received by EARNZ Holdings;
(d) completion of the intellectual property licence in respect of certain proprietary software;
(e) the critical certifications, registrations, licences, permits, approvals and accreditations required by Gem New Co to carry on the business being in its name, or validly available to it, to the reasonable satisfaction of EARNZ Holdings;
(f) the relevant employees of the Seller having transferred to Gem New Co in accordance with the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended);
(g) the excluded employees and all contractor, consultant, agency worker and subcontractor arrangements having been retained by the Seller or terminated at the Seller’s cost; and
(h) no material adverse change (as defined in the SPA) having occurred.
- the Revolving Credit Facility agreement having been entered into by the parties thereto and not having terminated, withdrawn, cancelled or reduced, all conditions precedent to the availability and utilisation of the facility having been satisfied or waived (other than any condition which is to be satisfied by completion of the SPA and any condition relating to the release of the existing HSBC security described below) and no event or circumstance having occurred which entitles HSBC to refuse to make the facility available.
EARNZ Holdings may waive, in whole or in part, any of the above conditions (other than the requirement for the passing of the Relevant Resolutions to the extent legally required). If the conditions are not satisfied or waived by the longstop date specified in the SPA (being 23 October 2026), the SPA will terminate and the Proposed Acquisition will not complete.
Completion of the Proposed Acquisition shall take place simultaneously with Admission.
Current trading and prospects
On 30 September 2026, the Company expects to announce its unaudited results for the six months ended 30 June 2026, a copy of which will be available on the Company’s website at www.earnzplc.com. Shareholders should read that announcement, which will set out the current trading and prospects of the Company, in conjunction with this Announcement and the Circular.
Details of the Placing
The Company is seeking to raise approximately £4.1 million (before expenses) by means of the Placing of the Placing Shares at the Placing Price. The Placing Price of 4 pence per Placing Share is a discount of 15.8 per cent. to the closing mid-market price of 4.75 pence per Existing Share on 29 September 2026, being the latest practicable date prior to the announcement of the Fundraising and Proposed Acquisition.
Pursuant to the terms of the Placing Agreement, Zeus Capital Limited (“Zeus Capital”) and Panmure Liberum Limited (“Panmure Liberum”), as agents for the Company, have conditionally agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not being underwritten.
Zeus Capital is acting as nominated adviser to the Company and joint bookrunner in connection with the Placing. Panmure Liberum is acting as joint bookrunner in connection with the Placing.
The Placing will be effected by way of an accelerated bookbuild (the “Bookbuild”) at the Placing Price. The Bookbuild will open with immediate effect following the release of this Announcement in accordance with the terms and conditions set out in Appendix I to this Announcement. The timing of the close of the Bookbuild and the allocation of the Placing Shares shall be at the absolute discretion of Zeus Capital and Panmure Liberum, in consultation with the Company. The final number of Placing Shares to be issued will be agreed by Zeus Capital, Panmure Liberum and the Company at the close of the Bookbuild, and the result of the Placing will be announced as soon as practicable thereafter. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
The Placing is conditional, inter alia, on:
- the SPA (i) having been entered into by the parties thereto on or before the date of the Placing Agreement, (ii) remaining in full force and effect, (iii) having become unconditional in all respects other than Admission, and (iv) not having been modified, rescinded, lapsed or been terminated (in whole or in part); the Revolving Credit Facility agreement (i) having been entered into by the parties thereto on or before the date of Admission, (ii) remaining in full force and effect, and (iii) not having been modified, rescinded, lapsed or been terminated (in whole or in part);
- the Convertible Loan Note instrument (i) having been entered into by the parties thereto on or before the date of Admission, (ii) remaining in full force and effect, and (iii) not having been modified, rescinded, lapsed or been terminated (in whole or in part);
- the Placing Agreement not having been terminated in accordance with its terms prior to Admission;
- the Relevant Resolutions being passed by the requisite majority of the members of the Company at the General Meeting;
- the admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 20 October 2026 or such later time and/or date as the Company, Zeus Capital and Panmure Liberum may agree (being no later than 8.00 a.m. on 23 October 2026).
The Placing is not conditional upon the completion of the Retail Offer, but is conditional on completion of the Proposed Acquisition. Completion of the Retail Offer and the Proposed Acquisition are conditional on, inter alia, completion of the Placing. The Placing is also not conditional upon the drawdown of the Revolving Credit Facility. The Proposed Acquisition will complete simultaneously with Admission.
The Placing Agreement contains market standard warranties (in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Company, its subsidiaries and its business) and indemnities given by the Company to Zeus Capital and Panmure Liberum and standard rights of termination. The Company will pay Zeus Capital and Panmure Liberum commission in respect of those Placing Shares placed by it.
In addition, Zeus Capital, Panmure Liberum and EOS Deal Advisory Holdings Limited (the Company's financial due diligence provider in connection with the Proposed Acquisition) have agreed to receive part of their fees in connection with the Fundraising and the Proposed Acquisition by way of the issue to them of, in aggregate, approximately 12 million new Ordinary Shares at the Placing Price (the “Fee Shares”) assuming full take up of the Placing and the Retail Offer. The issue of the Fee Shares is conditional on, inter alia, completion of the Placing and the Proposed Acquisition, and application will be made for the Fee Shares to be admitted to trading on AIM. Admission of the Fee Shares is expected to occur simultaneously with admission of the Placing Shares, the Retail Offer Shares and the Initial Consideration Shares.
Zeus Capital and Panmure Liberum have the right to terminate the Placing Agreement in certain circumstances prior to Admission in respect of the Placing Shares and Retail Offer Shares, including (but not limited to): in the event that there has been, in the opinion of either Zeus Capital and Panmure Liberum, a breach of any of the warranties in the Placing Agreement or there has occurred in the opinion of either Zeus Capital and Panmure Liberum a material adverse change. Zeus Capital and Panmure Liberum may also terminate the Placing Agreement if there has been a significant change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which Zeus Capital and Panmure Liberum consider (acting in good faith) makes it impractical or inadvisable to proceed with the Fundraising or Admission.
Under the terms of the Placing Agreement, if Panmure Liberum (but not Zeus Capital) serves notice to terminate the Placing Agreement in accordance with its terms, Zeus Capital may, in its absolute discretion and without obligation, within 24 hours of such notice elect, by giving notice to the Company, to allow the Placing to proceed on the basis that Zeus Capital shall assume any and all rights and obligations of Panmure Liberum which remain to be performed under the Placing Agreement (including the right to any fees and commissions owed to Panmure Liberum). If Zeus Capital does not make such election within the 24-hour period, the Placing Agreement will terminate.
Details of the Retail Offer
The Retail Offer will be directed solely at existing Shareholders and is intended to give retail Shareholders in the Company an opportunity to participate in the Fundraising. A separate announcement will be made by the Company following the close of the Placing regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Placing is not conditional upon any minimum amount being raised under the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing. The Retail Offer will conclude at 4.30 p.m. on 5 October 2026 and the Retail Offer Shares shall be admitted simultaneously with Admission. If the Placing is terminated prior to Admission, the Retail Offer shall also lapse.
Revolving Credit Facility
In addition to the net proceeds of the Fundraising, the Company has agreed, with HSBC, a revolving credit facility of up to £5.0 million which will be entered into on or before Admission and is expected to be available for drawdown shortly following Completion (as described below), to provide additional working capital for the Enlarged Group.
The Revolving Credit Facility has an initial term of three years (with the option of two one-year extensions), includes an accordion facility of up to a further £5.0 million and bears interest at a margin of 3.00 per cent. over SONIA. It may be used for general corporate purposes and permitted acquisitions and is subject to customary financial covenants.
The Revolving Credit Facility is accordingly required to provide working capital for the Enlarged Group. Drawdown under the Revolving Credit Facility is conditional on, amongst other things, Admission, Completion and the release of the existing HSBC security described below. Accordingly, the Revolving Credit Facility will not be drawn if the Fundraising and the Proposed Acquisition do not complete.
Availability of the Revolving Credit Facility at Completion remains subject to the satisfaction of customary closing conditions, including the finalisation and agreement of facility documentation in a form satisfactory to the lender.
Part of the initial cash consideration payable for GEM Newco Limited will be applied in discharging the existing security held by HSBC over the Seller's assets and undertakings, including the assets being transferred to GEM Newco as well as the shares in GEM Newco. The release of that security is a condition to drawdown under the Revolving Credit Facility. The initial cash consideration is not expected to be paid until approximately five business days after Admission and, accordingly, the Revolving Credit Facility is not expected to be available for drawdown until that existing security has been discharged and released following such payment.
As described above, the Placing is conditional on, amongst other things, the Revolving Credit Facility agreement not having been terminated. The Placing is not, however, conditional upon drawdown of the Revolving Credit Facility.
The Revolving Credit Facility will be used to provide additional working capital for the Enlarged Group.
Convertible Loan Note
The Company will also issue a convertible loan note of up to £0.7 million to Gresham House . The Convertible Loan Note will bear interest at 10 per cent. per annum, accruing daily and rolled up until conversion, will have a term of three years from the date of issue (with any amount not converted repayable in full at maturity) and will be convertible into new Ordinary Shares at the Placing Price at the election of Gresham House. The Convertible Loan Note will be subordinated to the Company’s banking facilities, and Gresham House will receive an arrangement fee of £50,000 in cash on completion.
Related party transactions
The aggregate participation of certain Directors (together with a director of EARNZ Holdings), being Bob Holt (and his associated parties) and Elizabeth Lake (and members of her family) of 5,000,000 Placing Shares is a related party transaction pursuant to AIM Rule 13. The Directors independent of the transaction, being Linda Main and Sandra Skeete consider, having consulted with the Company’s nominated adviser, Zeus Capital, that the terms of these directors’ participation in the Placing are fair and reasonable insofar as Shareholders are concerned.
Gresham House Asset Management Limited (“Gresham House”) and Pentwater Capital Management LP (“Pentwater Capital”) have agreed to subscribe for 32,500,000 Placing Shares and 19,000,000 Placing Shares respectively. Gresham House and Pentwater Capital are substantial shareholders of the Company and their participation in the Placing is also a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company’s nominated adviser, Zeus Capital, that Gresham House’s and Pentwater Capital’s participation in the Placing is fair and reasonable insofar as the Shareholders are concerned.
Gresham House is a substantial shareholder of the Company and the issue of the Convertible Loan Note to Gresham House is therefore also a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company’s nominated adviser, Zeus Capital, that the terms of the Convertible Loan Note are fair and reasonable insofar as the Shareholders are concerned.
Amendment to the Articles
The Company proposes shortening the deemed delivery time for post from 48 hours to 24 hours to allow more flexibility for the Company in calling general meetings.
Resolution 4 has been proposed to Shareholders as a special resolution to amend the Articles and a copy of the Company's existing articles and proposed amendment to the Articles can be found on the Company's website at https://earnzplc.com/.
General Meeting
A circular containing, inter alia, further details of the Fundraising, the Proposed Acquisition and a notice convening the General Meeting in order to pass the Resolutions (the “Circular”), is expected to be despatched to Shareholders in the coming days and the Circular, once published, will be notified and made available on the Company's website at https://earnzplc.com/.
The Fundraising is wholly conditional upon, inter alia, the passing of the Relevant Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting.
The Proposed Acquisition constitutes a substantial transaction for the purposes of AIM Rule 12 and is conditional upon the approval of Shareholders at the General Meeting.
The Resolutions to be proposed at the General Meeting comprise:
Resolution 1, which will be proposed as an ordinary resolution, seeks to obtain Shareholder consent to the Proposed Acquisition.
Resolution 2, which will be proposed as an ordinary resolution, seeks to provide authority for the Directors to allot equity securities in connection with the Placing, the Retail Offer and the Proposed Acquisition.
Resolution 3, which will be proposed as a special resolution, seeks to authorise the Directors to allot the equity securities referred to in Resolution 2 otherwise than on a pro rata basis to existing Shareholders.
Resolution 4, which will be proposed as a special resolution, seeks to obtain Shareholder consent to the amendment of the Articles by the replacement of "48" with "24" in Article 44.3. The ordinary resolutions will require a majority of those Shareholders present in person or by proxy and the special resolutions will require 75 per cent. of those Shareholders voting to vote in favour in order to be passed.
The Directors have entered into irrevocable undertakings to vote in favour of the Resolutions at the General Meeting in respect of, in aggregate, 23,036,107 Ordinary Shares, representing approximately 9.8 per cent. of the Company’s Existing Shares.
Admission, settlement and dealings
Application will be made to the Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 20 October 2026, subject to the passing of the Relevant Resolutions at the General Meeting.
The New Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission. Definitive share certificates in respect of the New Ordinary Shares will be despatched within 10 business days of the date of Admission.
The ISIN number of the New Ordinary Shares is GB00BRC2TB67. The TIDM is EARN.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the “Important Notices” section of this Announcement. Appendix I to this Announcement sets out further information relating to the terms and conditions of the Placing.
Engage with the EARNZ plc management team directly by asking questions, watching video summaries and seeing what other shareholders have to say. Navigate to our interactive investor hub here: https://investors.earnzplc.com/link/eYNdxr.
Bob Holt OBE, Chairman of EARNZ, said:
“We are delighted to announce this strategically important acquisition, which fits squarely with our ambitious buy-and-build strategy. EARNZ’s market opportunity is underpinned by mandatory, multi-billion-pound, government-backed decarbonisation and energy security drivers.
“GEM is a profitable business that complements our own, enhances our technology offering and establishes EARNZ in London and the Southeast. Its compliance technology is a key differentiator, opening the door to wider maintenance and retrofit work, and it brings long-established relationships with local authorities in Central London. The business is well placed to benefit from recent legislation, including the Energy Act 2023.
“The acquisition is expected to be earnings accretive in the first full year of ownership, provides a step change in EARNZ’s growth profile and moves us closer to our medium-term ambition of building a c.£130m turnover business with a double-digit EBITDA margin. With a forward pipeline of acquisitions, it gives us a strong platform to deliver growth and, ultimately, higher returns for shareholders.”
The founder of the Smart and Agility technology platforms provider, said:
“Smart and Agility were built to deliver exactly what the law now requires, from Ofgem’s heat network regulation to Awaab’s Law, and over £22 million has been invested in their development. I am pleased to be working with Bob Holt and EARNZ. EARNZ will grow the platforms across social housing and local authorities, and where we hope to take EARNZ into the private sector, and we look forward to exploring a joint venture there with Bob Holt. In twelve months we will come together to take stock, and we believe the opportunity is significant. We look forward to helping landlords in every sector meet their legal and regulatory obligations.”
For further information, please contact: https://investors.earnzplc.com/link/yVdEQr .
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Investor questions on this announcement We encourage all investors to share questions on this announcement via our investor hub |
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Earnz Plc Peter Smith / Elizabeth Lake |
Via our investor hub |
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Zeus Capital (Nominated Adviser, Broker and Joint Bookrunner) Investment Banking Antonio Bossi / Andrew de Andrade / Alex Slater Corporate Broking Dominic King / Alex Bartram
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+44 (0) 203 829 5000
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Panmure Liberum Limited (Joint Bookrunner) Investment Banking Edward Mansfield / Will King / Izzy Anderson Corporate Broking Jamie Loughborough / Rupert Dearden / Rauf Munir |
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Subscribe to our news alert service: http://investors.earnzplc.com/auth/signup
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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2026 |
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Announcement of launch of the Placing |
30 September 2026 |
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Announcement of the results of the Placing |
7:00 a.m. on 1 October 2026 |
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Launch of the Retail Offer |
7.00 a.m. on 1 October 2026 |
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Publication and posting of Circular |
4:15 p.m. on 1 October 2026 |
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Close of the Retail Offer |
4.30 p.m. on 5 October 2026 |
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Announcement of the results of the Retail Offer |
7.00 a.m. on 6 October 2026 |
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Latest time and date for receipt of completed Forms of Proxy and CREST voting instructions |
10 a.m. on 15 October 2026 |
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General Meeting |
10 a.m. on 19 October 2026 |
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Admission and commencement of dealings in the New Ordinary Shares on AIM |
8.00 a.m. on 20 October 2026 |
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Where applicable, expected date for crediting of the New Ordinary Shares in uncertificated form to CREST accounts |
8.00 a.m. on 20 October 2026 |
Notes:
- All references to times in this Announcement are to London time.
- The dates and times set out in the above timetable and in the rest of this Announcement are indicative only and may be subject to change. If any such dates and times should change, the revised times and/or dates will be notified by the Company by announcement via a Regulatory Information Service.
Important Notices
Zeus Capital is authorised and regulated by the Financial Conduct Authority (the “FCA”) in the United Kingdom and is acting exclusively for EARNZ and no one else in connection with the Placing, and Zeus Capital will not be responsible to anyone (including any Placees) other than EARNZ for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
Panmure Liberum is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for EARNZ and no one else in connection with the Placing, and Panmure Liberum will not be responsible to anyone (including any Placees) other than EARNZ for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
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 Zeus Capital, Panmure Liberum or by any of their respective Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
The responsibilities of Zeus Capital as EARNZ’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to EARNZ or to any Director or to any other person.
AIM is a market designed primarily for emerging and / or growing companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom’s Financial Conduct Authority. AIM is a buyer beware market, where investors are responsible for considering the risks of investing in AIM companies. Investors must recognise and accept that there are inherent investment risks associated with AIM companies, which include founder-led, innovative and growing businesses across a diverse range of sectors. Any investment decision should only be made after careful consideration by investors and, if appropriate, consultation with an independent financial adviser. The London Stock Exchange has not itself examined or approved the contents of this document and does not owe any duty or have any liability to any investor in respect of any investment decision made in relation to AIM securities.
This Announcement may contain, or may be deemed to contain, “forward-looking statements” with respect to certain of EARNZ’s plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “seek”, “may”, “could”, “outlook” or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of EARNZ, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which EARNZ and its affiliates operate, the effect of volatility in the equity, capital and credit markets on EARNZ’s profitability and ability to access capital and credit, a decline in EARNZ’s credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of EARNZ may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of EARNZ speak only as of the date they are made. Except as required by applicable law or regulation, EARNZ expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in EARNZ’s expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
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 EARNZ for the current or future financial years would necessarily match or exceed the historical published earnings per share of EARNZ.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Investors who have chosen to participate in the Placing, by making or accepting an oral, electronic or written and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making an offer and acquiring the Placing Shares on the terms and subject to the conditions contained herein and to be providing the confirmations, representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained 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, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom or the EEA.
Neither the content of EARNZ’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this Announcement.
INFORMATION TO DISTRIBUTORS
UK product governance
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Zeus Capital and Panmure Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EEA product governance
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 in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) 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 EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Zeus Capital and Panmure Liberum will only procure investors in Placing who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. FOR THE AVOIDANCE OF DOUBT, THESE TERMS DO NOT APPLY TO THE RETAIL OFFER OR ANY INVESTMENT BY AN INTERMEDIARY OR RETAIL INVESTOR PURSUANT TO THE RETAIL OFFER
UNLESS DEFINED BELOW CAPITALISED TERMS ARE AS DEFINED IN THE ANNOUNCEMENT.
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 ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE (“RELEVANT MEMBER STATE”) OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING A QUALIFIED INVESTOR AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATRS"), AND IS ALSO (I) A PERSON WHO IS AN INVESTMENT PROFESSIONAL FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) A HIGH NET WORTH COMPANY, UNINCORPORATED ASSOCIATION OR OTHER BODY FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) A PERSON TO WHOM THE PLACING SHARES MAY OTHERWISE LAWFULLY BE OFFERED UNDER THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
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 JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THE PLACING SHARES WILL BE OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)) PURSUANT TO REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or the issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken or will be taken by the Company, Zeus Capital, Panmure Liberum or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Zeus Capital and Panmure Liberum to inform themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or to any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa or to any corporation, partnership or other entity created or organized under the laws thereof, or to any persons in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. No public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the POATRs from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, 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 activities would be unlawful.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares. The price of shares and any income expected from them may go down as well as up and Placees may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance.
Placees, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.
Representations, warranties and acknowledgements of the Placees
In particular, each such Placee represents, warrants and acknowledges that:
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in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
- it is a UK Qualified Investor; and
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in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 7(4) of the POATRs:
- the 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 (a) to persons in the United Kingdom other than UK Qualified Investors or (b) to persons in any Relevant Member State other than EEA Qualified Investors or (c) or in circumstances in which the prior consent of Zeus Capital and Panmure Liberum has been given to each such proposed offer or resale;
- where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the POATRs as having been made to such persons; or
- where Placing Shares have been acquired by it on behalf of persons, other than EEA Qualified Investors, in any Relevant Member State, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
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in the case of a Relevant Person in a Relevant Member State who acquires any Placing Shares pursuant to the Placing:
- it is an EEA Qualified Investor; and
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in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5 of the EU Prospectus Regulation:
- the 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 (a) to persons in the United Kingdom other than UK Qualified Investors or (b) to persons in any Relevant Member State other than EEA Qualified Investors or (c) or in circumstances in which the prior consent of Zeus Capital and Panmure Liberum has been given to each such proposed offer or resale;
- where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the POATRs as having been made to such persons; or
- where Placing Shares have been acquired by it on behalf of persons, other than EEA Qualified Investors, in any Relevant Member State, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
- it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
- it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and
- except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting, as referred to in paragraph 3 above) is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S.
Details of the Placing Agreement, the Placing Shares and the Bookbuild
Zeus Capital is acting as nominated adviser and joint bookrunner and Panmure Liberum Limited (“Panmure Liberum”) is acting as joint bookrunner (together, the “Bookrunners” and each a “Bookrunner”) in connection with the Placing and Admission. The Bookrunners have entered into the Placing Agreement with the Company under which, among other things, the Bookrunners have agreed to use their respective reasonable endeavours to procure Placees to take up the Placing Shares, on the terms and subject to the conditions set out therein.
The Bookrunners will today commence the Bookbuild. 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 Placing is not being underwritten.
The Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion following consultation with the Company, determine.
The Placing Shares will, as from the date when they are issued, be fully paid up, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares and otherwise rank pari passu in all respects with, and be identical to, the Ordinary Shares.
Application for admission to trading
Application will be made for admission of the New Ordinary Shares to trading on AIM. Subject to passing of the Relevant Resolutions, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 20 October 2026.
Participation in, and principal terms of, the Placing
The Bookrunners are arranging the Placing as joint bookrunners and agents of the Company for the purpose of procuring Placees at the Placing Price for the Placing Shares.
- Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners. The Bookrunners may (but are not obliged to) agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of their respective groups to do so.
- The number of Placing Shares to be issued at the Placing Price will be determined by the Bookrunners (in consultation with the Company) following completion of the Bookbuild. The number of Placing Shares to be issued will also be announced on an RIS following the completion of the Bookbuild (the "Placing Results Announcement").
- To bid in the Bookbuild, Placees should communicate their bid by telephone or email to their usual sales contact at either of the Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 7 below.
- A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunners’ consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the Bookrunners, to pay to them (or as the Bookrunners may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each prospective Placee’s obligations will be owed to the Company and the Bookrunners.
- In the event that any or all of the Placing Conditions (as defined below) are not satisfied or waived (for example, if the requisite majority of the members of the Company does not approve the Relevant Resolutions at the General Meeting), no Placing Shares will be issued to the Placees, and the monies payable pursuant to the Placing, if already paid, will be returned without interest to the account of the drawee’s bank from which they were originally debited.
- The Bookbuild is expected to close at 7:00 a.m. tomorrow, but may be closed earlier or later at the discretion of the Bookrunners. The Bookrunners may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild has closed.
- The Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and may scale down any bids for this purpose on such basis as they may determine. The Bookrunners may also, notwithstanding paragraphs 4 and 6 above, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.
- Allocations of the Placing Shares will be determined by the Bookrunners in their absolute discretion after consultation with the Company with regard to the identities of the proposed Placees in accordance with the conduct of business sourcebook of the FCA handbook. Allocations will be confirmed orally or by email by the Bookrunners and a Form of Confirmation will be despatched as soon as possible thereafter. The Bookrunners’ oral or email confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Bookrunners and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company’s articles of association. Except with the Bookrunners’ consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
- Each Placee’s allocation and commitment to the Bookrunners (acting as placing agents for the Company) will be evidenced by a Form of Confirmation issued to such Placee by the Bookrunners. The terms of this Appendix will be deemed incorporated in that Form of Confirmation.
- 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 both the Placing will be required to be made at the relevant time, on the basis explained below under "Registration and Settlement".
- All obligations of the Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
- By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below under "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.
- To the fullest extent permissible by law, neither the Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunners and the Company may determine.
- The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee’s commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company’s or the Bookrunners’ conduct of the Placing.
- All times and dates in this Announcement may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.
Conditions of the Placing
The Placing is conditional upon the relevant conditions as listed in the Placing Agreement becoming unconditional (each a “Placing Condition”) and the Placing Agreement not having been terminated in accordance with its terms prior to Admission.
In respect of the Placing, the Bookrunners’ obligations under the Placing Agreement are conditional on, inter alia:
- the SPA (i) having been entered into by the parties thereto on or before the date of the Placing Agreement, (ii) remaining in full force and effect, (iii) having become unconditional in all respects other than Admission, and (iv) not having been modified, rescinded, lapsed or been terminated (in whole or in part);
- the Revolving Credit Facility Agreement (i) having been entered into by the parties thereto on or before the date of Admission, (ii) remaining in full force and effect, and (iii) not having been modified, rescinded, lapsed or been terminated (in whole or in part);
- the Convertible Loan Note instrument (i) having been entered into by the parties thereto on or before the date of Admission, (ii) remaining in full force and effect, and (iii) not having been modified, rescinded, lapsed or been terminated (in whole or in part);
- the Placing Results Announcement being released through a RIS by no later than 7.00 a.m. on the Business Day immediately following the date of the Placing Agreement;
- the warranties in the Placing Agreement being true, accurate and not misleading when made at the date of the Placing Agreement, the date of the Term Sheet (as defined in the Placing Agreement), the date of publication of the Circular, the date of the General Meeting and at Admission by reference to the facts and circumstances subsisting at that time;
- the passing without amendment of the Relevant Resolutions by the requisite majority of the members of the Company at the General Meeting to be held on or before 19 October 2026 (or such later date as the Company and the Bookrunners may agree but in any event no later than the Long Stop Date);
- in the opinion of the Bookrunners (acting in good faith), no Specified Event (as defined in the Placing Agreement) or Material Adverse Change (as defined in the Placing Agreement) having occurred before Admission;
- the New Ordinary Shares having been allotted, conditional only on Admission; and
- Admission becoming effective no later than 8.00 a.m. on 20 October 2026 (or such later date as the Bookrunners may agree as the date for Admission but in any event no later than 8.00 a.m. on the Long Stop Date) (the “Admission Condition”).
Save for the Admission Condition (which is not capable of being waived), the Bookrunners may, at their absolute discretion and subject to such conditions as they consider appropriate, extend (or where capable of waiver, waive) the time and date by which any of the Placing Conditions may be satisfied, provided that the time and date for satisfaction of the Admission Condition shall not extend beyond the Long Stop Date.
Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.
If: (i) any of the Placing Conditions contained in the Placing Agreement, including those described above, is not fulfilled or (where permitted) waived by the relevant time or date specified (or such later time and/or date as the Company and the Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below prior to Admission, the Placing will lapse, any funds delivered by the Placee to the Bookrunners in respect of the Placee’s participation will (if applicable) be returned to the Placee at the Placee’s risk without interest and the Placees’ rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it (or any person on whose behalf the Placee is acting) in respect thereof.
Neither the Bookrunners nor any of their affiliates, agents, directors, officers or employees nor the Company 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 Placing Condition in the Placing Agreement nor in respect of 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 Bookrunners.
Right to terminate under the Placing Agreement
The Bookrunners may, in their absolute discretion, be entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if, in the opinion of the Bookrunners:
- any statement contained in the Placing Documents or the Retail Offer Documents (each as defined in the Placing Agreement) has become untrue, inaccurate or misleading or any matter having arisen which would, if such documents were issued at that time, constitute an omission from such documents or any of them;
- any of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading when made and/or that any such warranties has ceased to be true or accurate or has become misleading in each case by reference to the facts and circumstances subsisting at that time;
- the Application is withdrawn or refused by the London Stock Exchange;
- any party to the SPA (i) has become entitled to terminate or rescind the SPA; (ii) has terminated or rescinded the SPA; or (iii) the SPA is no longer in full force or effect; or
- a Specified Event (as defined in the Placing Agreement) or a Material Adverse Change (as defined in the Placing Agreement) has occurred or there is a fact, circumstance or development reasonably likely to result in a Material Adverse Change; or
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there has occurred:
- any material adverse change in the financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or the international financial markets;
- any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls in the United States, the United Kingdom or in any member or associate member of the European Union;
- a suspension or material limitation by the London Stock Exchange on any exchange or over-the-counter market in the trading in any securities of EARNZ, or a suspension or material limitation in trading generally on the New York Stock Exchange, NASDAQ or the London Stock Exchange, or the fixing of minimum or maximum prices for trading or the imposition of a requirement for maximum ranges for prices of securities, by any of said exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe;
- any actual or prospective change or development of Taxation (as defined in the Placing Agreement) in the United Kingdom or any other relevant jurisdictions that would have a materially adverse effect on any member of the EARNZ Group, the allotment, issue or delivery of the New Ordinary Shares or the transfer thereof, or any member or associate member of the European Union; or
- a declaration of a banking moratorium by the authorities in the United States, the United Kingdom or a member or associate member of the European Union,
which in any such case would (either individually or together with any other event referred to in this paragraph 6), in the opinion of either Bookrunner (acting in good faith), be likely to prejudice the success of the Transaction (as defined in the Placing Agreement), dealings in the New Ordinary Shares (being the Placing Shares, the Retail Offer Shares and the Initial Consideration Shares) following Admission or which makes it impractical or inadvisable to proceed with the Transaction (as defined in the Placing Agreement) in the manner contemplated in the Placing Documents or the Retail Offer Documents (each as defined in the Placing Agreement).
By participating in the Placing, Placees agree with the Company and the Bookrunners that the exercise or non-exercise by the Bookrunners of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners or for agreement between the Company and the Bookrunners (as the case may be) and that none of the Company nor the Bookrunners need make any reference to, or consult with, you and that none of the Company or the Bookrunners nor any of their respective affiliates or their respective duly authorised representatives shall have any liability to you whatsoever in connection with any such exercise or failure to so exercise or otherwise.
Under the terms of the Placing Agreement, if Panmure Liberum (but not Zeus Capital) serves notice to terminate the Placing Agreement in accordance with its terms, Zeus Capital may, in its absolute discretion and without obligation, within 24 hours of such notice elect, by giving notice to the Company, to allow the Placing to proceed on the basis that Zeus Capital shall assume any and all rights and obligations of Panmure Liberum which remain to be performed under the Placing Agreement (including the right to any fees and commissions owed to Panmure Liberum). If Zeus Capital does not make such election within the 24-hour period, the Placing Agreement will terminate.
Restriction on Further Issue of Shares and certain other matters
The Company has undertaken to the Bookrunners that it will not, and will procure that no Enlarged Group Company will, between the date of the Placing Agreement and 90 days following Admission, inter alia:
- allot, issue, offer, sell, contract to sell or issue, grant any option, right or warrant to subscribe or purchase or otherwise dispose of or create an encumbrance over, directly or indirectly, any “equity securities” (as defined in the Companies Act) (or any securities convertible into or exchangeable for equity securities or which carry rights to subscribe or purchase equity securities) or any interest in any equity securities or agree to do any of such things (each a "Relevant Transaction"), other than in respect of: (i) the New Ordinary Shares to be issued by the Company pursuant to the Transaction (as defined in the Placing Agreement); (ii) equity securities to be issued upon the exercise of options or awards granted under any share option or incentive plan operated by the Enlarged Group and the grant of options to employees of the Enlarged Group in the ordinary course of business; (iii) the issue of equity securities in connection with a transaction or proposal that is (1) referred to in this Announcement (including the Consideration Shares) or (2) the subject of any Previous Announcement (as such term is defined in the Placing Agreement) or referred to in the Accounts (as such term is defined in the Placing Agreement); or (iv) the issue of equity securities in connection with any acquisition entered into by the Company or any member of the Enlarged Group prior to the date of this Agreement, to the extent that the terms of such acquisition agreement provide for the issuance of equity securities by the Company as (part of) consideration for the acquisition; or
- enter into any transaction (including a derivative transaction) having the same economic effect as a Relevant Transaction or publicly announce any intention to enter into any Relevant Transaction, without the prior written consent of the Bookrunners.
No Prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing.
Placees’ commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any other Exchange Information (as defined below) and subject to the further terms set forth in the Form of Confirmation. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and all other Exchange Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, the Bookrunners or any other person and none of the Company, the Bookrunners 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. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BRC2TB67) following Admission will take place within CREST. Subject to certain exceptions, the Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem 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 the Placee’s jurisdiction.
Each Placee allocated any Placing Shares in the Placing will be sent a Form of Confirmation in accordance with the standing arrangements in place with the Bookrunners stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunners and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunners. Settlement within CREST will take place on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank PLC as determined by the Bookrunners.
Subject to the passing of the Relevant Resolutions (and satisfaction and/or waiver of all other Placing Conditions), it is expected that in respect of the Placing Shares, settlement will be on 20 October 2026 in accordance with the instructions set out in the Form of Confirmation.
Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Bookrunner 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 relevant Bookrunner’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 and shall indemnify the relevant Bookrunner on demand for any shortfall below the aggregate amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee’s behalf. Each Placee confers on the Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunners lawfully undertake 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. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Bookrunners nor the Company shall be responsible for payment thereof.
Representations, Warranties, Undertakings and Further Terms
By participating in the Placing each Placee (and any person acting on such Placee’s behalf) irrevocably:
- represents and warrants that it has read and understood this Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement. It further agrees that these terms and conditions represent the whole and only agreement between it, the Company and the Bookrunners in relation to its participation in the Placing and supersede any previous agreement between the parties in relation to such participation, and that all other terms, conditions, representations, warranties and statements which would otherwise be implied (by law or otherwise) are excluded;
- acknowledges that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
- acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares and that any participation in the Bookbuild will solely be on the basis of the information in this Announcement and other Exchange Information (as defined in paragraph 6 below);
- acknowledges that the Placing does not constitute a recommendation or financial product advice and none of the Bookrunners have had regard to its particular objectives, financial situation or needs;
- acknowledges that none of the Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees has provided, nor will provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of the Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
- acknowledges that the Existing Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices under the AIM Rules and other applicable regulations (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 that it is able to obtain or access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty;
- acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunners nor their respective affiliates or any person acting on behalf of any of them, has or shall have any liability 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, pursuant to applicable laws, 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 acquire Placing Shares is contained in this Announcement and other Exchange Information, such information being all that such Placee 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, or representations, warranties or statements made, by the Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees and none of the Bookrunners or the Company or any such affiliate, agent, director, officer or employee 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, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
- acknowledges and agrees that it may not rely, and has not relied, on any investigation that the Bookrunners or any of their respective affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of the information from the London Stock Exchange or any other information; each Placee further acknowledges that it has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares;
- acknowledges and agrees that in the event that any or all of the Placing Conditions are not satisfied or waived (for example, if the requisite majority of the members of the Company does not approve the Relevant Resolutions at the General Meeting), no Placing Shares will be issued to the Placees, and the monies payable pursuant to the Placing, if already paid, will be returned without interest to the account of the drawee’s bank from which they were originally debited;
- it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing and none of the Bookrunners or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement, the Exchange Information, any Supplementary Announcement (if required) and any Supplementary Circular (if required); nor has it requested any of the Bookrunners, the Company, 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;
- the content of this Announcement is exclusively the responsibility of the Company and the Directors and none of the Bookrunners or any person acting on their respective behalf or any of their affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this Announcement, the Circular, any Supplementary Announcement (if required) or any Supplementary Circular (if required) or any Exchange Information or other information previously published by or on behalf of the Company or any member of the Group;
- represents and warrants that it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares, is and, at the time the Placing Shares are subscribed for, will be located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S;
- represents and warrants that it has not been offered to purchase or subscribe for Placing Shares by means of (i) any "directed selling efforts" as defined in Regulation S, or (ii) any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D in connection with any offer or sale of Placing Shares in the United States;
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confirms that it understands that the Placing Shares:
- have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, Japan, the Republic of South Africa, or any state, province, territory or jurisdiction thereof;
- may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States, Australia, Canada, Japan, the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
- confirms that it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, Japan, the Republic of South Africa or any province or territory of Canada;
- confirms that it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares: (i) is not a US Person (as defined in Regulation S) and is, and at the time the Placing Shares are subscribed for will be, located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S, including that Rule 904 of Regulation S regarding "Offshore Resales" is not applicable to "affiliates" (as defined in Rule 405 under the Securities Act) of the Company; and (iii) has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S;
- confirms that it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S) except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;
- confirms that it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States, Australia, Canada, Japan or the Republic of South Africa (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any such person;
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acknowledges that in making any decision to acquire Placing Shares it:
- has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares;
- will not look to any of the Bookrunners for all or part of any loss it may suffer as a result of any such subscription or purchase;
- is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;
- is able to sustain a complete loss of an investment in the Placing Shares; and
- has no need for liquidity with respect to its investment in the Placing Shares;
- represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
- represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, UK MAR, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Bribery Act 2010 and in connection with money laundering and terrorist financing under the Money Laundering Regulations and the Money Laundering Sourcebook of the FCA and any other applicable anti-money laundering, counter-terrorist financing or anti-corruption laws or 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 Money Laundering Regulations. It represents and warrants that neither it nor any of its officers, directors, agents or affiliates is or has been in breach of any such laws or regulations, and that it has implemented and maintains policies and procedures designed to promote and achieve compliance therewith and will continue to do so;
- acknowledges that in order to ensure compliance with the Money Laundering Regulations, the Bookrunners (for themselves and as agents on behalf of the Company), or the Registrars may, in their absolute discretion, require verification of its identity, location or legal status. Pending the provision to the Bookrunners or the Registrars, as applicable, of evidence of identity, location or legal status, definitive certificates in respect of the Placing Shares may be retained at the Bookrunners’ absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed in the Bookrunners’ or the Registrars’, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, location or legal status, the Bookrunners (for themselves and as agents on behalf of the Company), or the Registrars have not received evidence satisfactory to them, either the Bookrunners and/or the Company may, at their respective absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on the conditional allotment of Placing Shares will, if already paid, be returned without interest to the account of the drawee’s bank from which they were originally debited. It holds harmless and will indemnify the Bookrunners and the Company against any liability, loss or cost arising from the failure to process its application if requested information has not been provided by it in a timely manner;
- represents and warrants 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 acknowledgements, warranties, representations, confirmations, undertakings, and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Bookrunners 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);
- if it is a financial intermediary, as that term is used in Article 2(d) of the EU Prospectus Regulation or the POATRs, as applicable, that it understands the resale and transfer restrictions set out in this Appendix and 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 in a member state of the EEA to EEA Qualified Investors or in the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.
- that it has not offered or sold and, prior to the expiry of a period of six months from the relevant issue, will not offer or sell any Placing Shares to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state in the EEA within the meaning of Article 2(d) of the EU Prospectus Regulation;
- that it has not offered or sold and, prior to the expiry of a period of six months from the relevant issue, will not offer or sell any Placing Shares to persons in the United Kingdom, except to UK Qualified Investors 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 the POATRs;
- that any offer of Placing Shares may only be directed at persons in member states of the EEA who are EEA Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
- that any offer of Placing Shares may only be directed at persons in the United Kingdom who are UK Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to the issue of the relevant Placing Shares except to UK Qualified Investors 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 the POATRs;
- represents, warrants and undertakes 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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
- represents, warrants and undertakes that 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 Shares in, from or otherwise involving the United Kingdom;
- represents and warrants, if in a member state of the EEA, unless otherwise specifically agreed with the Bookrunners in writing, that it is an EEA Qualified Investor;
- represents and warrants, if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom the Placing Shares may otherwise lawfully be offered under the Order;
- acknowledges and agrees that no action has been or will be taken by the Company, the Bookrunners or any person acting on behalf of the Company or the Bookrunners 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;
- represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
- undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Bookrunners may in their respective sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale fall short of the product of the relevant 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 such placing or sale of such Placee’s Placing Shares;
- acknowledges that none of the Bookrunners nor any of their respective affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of the Bookrunners in connection with its participation in the Placing and that the Bookrunners have no duty nor responsibility to it for providing the protections afforded to their 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 their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
- undertakes that 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. None of the Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement (“Indemnified Taxes”). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Bookrunners, on an after-tax basis in respect of any Indemnified Taxes;
- agrees to indemnify on an after tax basis and hold the Company, the Bookrunners and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of its representations, warranties, acknowledgements, agreements and undertakings in this Appendix or the Bookrunners’, the Company’s or any of their respective affiliates’, agents’, directors’, officers’ or employees’ enforcement of the Placee’s obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
- except as set out in paragraph 40 below, represents and warrants that it has neither received nor relied on any ‘inside information’ (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;
- if it has received any ‘inside information’ (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, confirms that it has received such information within the market 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;
- all funds used for its (or its nominee’s) acquisition of the Placing Shares are from legitimate sources and do not constitute proceeds of criminal conduct or terrorism financing prohibited by any applicable anti-money laundering, counter-terrorist financing or anti-corruption law or any Sanctions (as defined below), nor will such funds in any manner cause it, the Company or the Bookrunners to be in breach of any such law or Sanctions;
- neither it nor any of its officers, directors, affiliates or subsidiaries is or has been: (a) a Restricted Person (as defined below); (b) in breach of any Sanctions; (c) subject to or involved in any action, claim, suit, proceeding, formal notice, investigation or settlement in connection with any Sanctions by any Sanctions Authority (as defined below), nor is it aware of any circumstance likely to give rise to any of the foregoing; (d) directly, or to the best of its knowledge and belief having made due and careful enquiry, indirectly engaged in any transaction, activity or conduct with or for the benefit of a Restricted Person that could result in a breach of Sanctions; (e) directly or indirectly engaged in any transaction, activity or conduct that evades, avoids or violates, or attempts to evade, avoid or violate, any Sanctions; or (f) directly or indirectly engaged in any transaction, activity or conduct that would result in it or any of its officers, directors, affiliates or subsidiaries becoming a Restricted Person or otherwise being in breach of Sanctions.
- for the purposes of these representations:
“Restricted Person” means a person: (i) listed on a Sanctions List, or directly or indirectly owned or otherwise controlled by any one or more persons listed on a Sanctions List; (ii) located or resident in, or incorporated or organised under the laws of, a Sanctioned Territory; or (iii) otherwise a subject of Sanctions;
“Sanctioned Territory” means a country, region or territory that is the subject of country-wide, region-wide or territory-wide Sanctions;
“Sanctions” means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures enacted, administered, implemented and/or enforced from time to time by any of the following (and including through any relevant Sanctions Authority): (i) the United Nations, (ii) the European Union, (iii) the government of the United States of America and (iv) the government of the United Kingdom;
“Sanctions Authority” means any agency or person duly appointed, empowered or authorised to enact, administer, implement and/or enforce Sanctions, including (without limitation) OFAC, the United States Department of State, the United States Department of Commerce and His Majesty’s Treasury; and
“Sanctions List” means any list of designated sanctions targets maintained by a Sanctions Authority from time to time;
- it has implemented and maintains policies and procedures designed to promote and achieve compliance with applicable Sanctions, and it will notify the Company and the Bookrunners promptly, and in any event within three Business Days, if: (i) it or any of its officers, directors, affiliates or subsidiaries becomes a Restricted Person; (ii) it becomes aware of a potential Sanctions breach by it or any of its officers, directors, affiliates or subsidiaries; or (iii) it becomes subject to or involved in any action, claim, suit, proceeding, formal notice, investigation or settlement in connection with any Sanctions by any Sanctions Authority, or becomes aware of any circumstance likely to give rise to any of the foregoing;
- it acknowledges that it shall have no claim against the Bookrunners other than in the case of fraud on the part of the relevant Bookrunner (and to the extent permitted by the rules of the FCA), and it irrevocably waives any and all other such claims (save to the extent such waiver is not permitted by the rules of the FCA) howsoever arising;
- it acknowledges that it shall have no claim against the Company other than pursuant to the terms of this Appendix, or in the case of fraud, fraudulent misrepresentation, gross negligence or deceit (save, in each case, to the extent not capable of exclusion by law), and it irrevocably waives any and all other such claims howsoever arising;
- its participation in the Placing would not give rise to an obligation on it, or any person with whom it is acting in concert, to make an offer pursuant to Rule 9 of the City Code on Takeovers and Mergers;
- its acquisition of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or other report; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;
- if it is a pension fund or investment company, confirms that its purchase of Placing Shares is in full compliance with applicable laws and regulations;
- if in the United Kingdom, unless otherwise agreed by the Bookrunners, it is a “professional client” or “eligible counterparty” within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
- where it is subscribing for Placing Shares for one or more managed accounts, it is authorised to make investment decisions for each such managed account and to subscribe for the Placing Shares for each such managed account;
- it irrevocably appoints any duly authorised officer of the relevant Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for or purchase pursuant to the terms of this Appendix;
- agrees that the Company, the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to the Bookrunners for themselves and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
- acknowledges that none of the Company or the Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgments, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;
- acknowledges and agrees that its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company or the Bookrunners’ conduct of the Placing;
- acknowledges that 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 Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
- acknowledges that time is of essence as regards its obligations under this Appendix;
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acknowledges that information provided by it to the Company and the Registrar will be stored on the Company’s and/or the Registrars’ computer system(s), and acknowledges and agrees that for the purposes of the General Data Protection Regulation (EU) 2016/679 and other relevant data protection legislation which may be applicable (the "Data Protection Law"), the Company and the Registrars are required to specify the purposes for which they will hold personal data; and that it has obtained the consent of any data subjects to the Registrars and the Company and their respective associates holding and using their personal data for the Purposes (as defined below). For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law. The Company and the Registrars will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
- process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;
- communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;
- provide personal data to such third parties as the Company or the Registrars may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA;
- without limitation, provide such personal data to the Company or the Bookrunners for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and
- process its personal data for the Company’s or Registrars’ internal administration; and
- acknowledges that these terms and conditions and any agreements entered into by it pursuant to the terms and conditions set out in this Appendix, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the English law 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 Courts of England and Wales as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any of the Company, the Bookrunners 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.
The foregoing representations, warranties, agreements, undertakings, acknowledgements and confirmations are given for the benefit of the Company as well as the Bookrunners, and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the Company or the Bookrunners, owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or the Bookrunners will be responsible and the Placees shall indemnify the Company and the Bookrunners on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and the Bookrunners are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Bookrunners accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Bookrunners and the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunners and any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
In connection with the Placing, the Bookrunners and any of their affiliates acting as an investor for their own account may subscribe for Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Appendix to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such Placing Shares to the Bookrunners or any of their respective affiliates acting in such capacity. The Bookrunners do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.
The Bookrunners and their respective affiliates may enter into financing arrangements and swaps in connection with which the Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of securities of the Company, including the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Bookrunners, any money held in an account with the Bookrunners on behalf of a Placee and/or any person acting on behalf of a Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunners’ money in accordance with the client money rules and will be used by the Bookrunners in the course of their respective own business and the Placee will rank only as a general creditor of the Bookrunners.
All times and dates in this Announcement are references to London time and may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
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.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context otherwise requires:
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Act |
the Companies Act 2006; |
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Admission |
admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules; |
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AIM |
the market of that name operated by the London Stock Exchange;
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AIM Rules
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the AIM Rules for Companies published by the Exchange (as amended from time to time); |
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APA |
the asset purchase agreement between the Seller and Gem New Co relating to the acquisition of certain assets of the business of the Seller;
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Articles |
the articles of association of the Company in force as at the date of this Announcement;
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Board or Directors |
the board of directors of the Company; |
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Bookbuild |
the accelerated bookbuilding process to be conducted by Zeus Capital and Panmure Liberum to arrange participation by Placees in the Placing of the Placing Shares on the terms and conditions set out in Appendix I to this Announcement; |
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BookBuild Platform |
the platform operated by BB Technologies Limited and known as ‘BookBuild’ which will host the Retail Offer;
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Bookrunners |
Zeus Capital and Panmure Liberum, and each a “Bookrunner”; |
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Circular |
the circular to be despatched to Shareholders containing, inter alia, further details of the Fundraising and the Proposed Acquisition and the Notice;
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Company or EARNZ |
EARNZ plc (incorporated and registered in England and Wales with company number 10114644), whose registered office is at First Floor, St James’ House, St James’ Square, Cheltenham GL50 3PR; |
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Completion |
completion of the acquisition of Gem New Co which is expected to occur on Admission; |
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Consideration Shares |
the New Ordinary Shares proposed to be issued as part of the consideration payable to the Seller, being the Initial Consideration Shares and the Deferred Consideration Shares; |
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CREST
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the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & International Limited which facilitates the transfer of title to shares in uncertificated form;
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Deferred Consideration Shares |
up to 67,750,000 Consideration Shares valued at up to £2,710,000, being 20 per cent. of the maximum conditional deferred consideration of £13,550,000 which may be issued to the Seller in accordance with the terms of the SPA and subject to the Lock-in Deed; |
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Gem New Co or Target |
GEM Newco Limited (incorporated and registered in England and Wales with company number 17351395), a company incorporated for the purposes of the Proposed Acquisition to which certain assets of GEM will be transferred immediately prior to Completion;
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EARNZ Holdings |
EARNZ Holdings Limited (a wholly owned subsidiary of the Company);
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Energy Act |
the Energy Act 2023;
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Enlarged Group |
the Company as enlarged by the Proposed Acquisition; |
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Enlarged Share Capital |
the issued share capital of the Company immediately following Admission, it being assumed for the purposes of this Announcement that the maximum number of Placing Shares, Retail Offer Shares and Initial Consideration Shares will be allotted and issued; |
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Exchange |
the London Stock Exchange plc, as the operator and regulator of the AIM market; |
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Existing Shares |
the 235,017,794 ordinary shares of 4 pence each in the capital of the Company, in issue prior to the Fundraising; |
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FCA |
the UK Financial Conduct Authority;
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Fee Shares |
approximately 12 million new Ordinary Shares to be issued at the Placing Price to Zeus Capital, Panmure Liberum and EOS Deal Advisory Holdings Limited in satisfaction of part of their fees in connection with the Fundraising and the Proposed Acquisition, assuming full take up of the Placing and the Retail Offer; |
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Form of Proxy |
the form of proxy accompanying the Circular for use at the General Meeting; |
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FSMA |
the Financial Services and Markets Act 2000 (as amended); |
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Fundraising |
together, the Placing and the Retail Offer; |
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Fundraising Shares |
together, the Placing Shares and the Retail Offer Shares;
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GEM or the Seller |
GEM Environmental Building Services Limited (incorporated and registered in England and Wales with company number 03893436), whose registered office is at 130 Shaftesbury Avenue, 2nd Floor, London, United Kingdom, W1D 5EU;
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General Meeting
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the general meeting of the Company to be held at the offices of Dentons UK and Middle East LLP at One Fleet Place, London EC4M 7WS at 10 a.m. on 19 October 2026;
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Gresham House |
Gresham House Asset Management Limited; |
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Group |
the Company and its subsidiary undertakings for the time being;
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HNTAS |
the Heat Network Technical Assurance Scheme regulations to be introduced under the Energy Act; |
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Initial Consideration Shares |
the Consideration Shares valued at £4,000,000 to be issued to the Seller on Completion, subject to the Lock-in Deed; |
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Intermediaries |
an individual, company or other entity that manages and executes the buying and selling of securities on behalf of Retail Investors; |
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Loan Notes |
the loan notes to be issued to the Seller by EARNZ Plc in satisfaction of £2,000,000 of the initial consideration
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Lock-in Deed |
the deed to be entered into between the Seller, Zeus Capital and the Company in respect of restrictions placed on the disposal of the Consideration Shares during the relevant Lock-in Period;
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Lock-in Period |
in respect of the Initial Consideration Shares, 12 months from the date of Admission and, in respect of each tranche of Deferred Consideration Shares, the period from the date of any further admission in respect of such tranche of Deferred Consideration Shares up to and including the date falling 12 months after the relevant further admission;
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Long Stop Date |
23 October 2026;
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Revolving Credit Facility |
the revolving credit facility of up to £5.0 million agreed by the Company with HSBC, further details of which are set out in this Announcement and pursuant to an agreement to be entered into between the Company with HSBC (the “Revolving Credit Facility Agreement”);
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New Ordinary Shares |
the Placing Shares, the Retail Offer Shares (if any) and the Initial Consideration Shares and the Fee Shares; |
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Notice |
the notice set out at the end of the Circular convening the General Meeting; |
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Ordinary Shares |
the ordinary shares of 4 pence per share in the capital of the Company; |
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Panmure Liberum |
Panmure Liberum Limited, joint bookrunner to the Company;
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Pentwater Capital |
Pentwater Capital Management LP;
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Placee |
any person who has agreed to subscribe for Placing Shares pursuant to the Placing; |
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Placing |
the placing of the Placing Shares with Placees pursuant to the Placing Agreement; |
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Placing Agreement |
the agreement dated 30 September 2026 between Zeus Capital, Panmure Liberum and the Company relating to the Placing, further details of which are set out in this Announcement; |
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Placing Price |
4 pence per Placing Share; |
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Placing Shares |
the New Ordinary Shares to be issued pursuant to the Placing; |
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POATRs |
the Public Offers and Admissions to Trading Regulations 2024; |
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Proposed Acquisition |
the proposed acquisition of the entire issued share capital of Gem New Co; |
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Registrar |
Neville Registrars Limited, the registrar of the Company; |
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Regulatory Information Service |
means any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements; |
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Relevant Resolutions |
the resolutions numbered 1 to 3 (inclusive) to be proposed at the General Meeting; |
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Resolutions |
the resolutions to be proposed at the General Meeting; |
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Retail Investors |
investors (a) in the usual type of an Intermediary’s client base, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations, and (b) who are existing shareholders of the Company as at the time of the Retail Offer; |
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Retail Offer |
the offer of the Retail Offer Shares at the Placing Price through Intermediaries, to Retail Investors in the United Kingdom; |
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Retail Offer Shares |
up to 25,000,000 New Ordinary Shares to be issued and allotted by the Company to subscribers pursuant to the Retail Offer at the Placing Price; |
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Shareholders |
holders of Ordinary Shares in the capital of the Company; |
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SPA |
the agreement dated 30 September 2026 between: (1) the Seller and (2) EARNZ Holdings in respect of the acquisition of the entire issued share capital of Gem New Co which contains details of the consideration payable to, and the warranties and indemnities to be given by, the Seller;
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UK MAR |
the UK version of the Market Abuse Regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018; |
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Zeus Capital |
Zeus Capital Limited, nominated adviser and joint bookrunner to the Company. |
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