Acquisition and proposed placing
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018 AND CERTAIN OTHER ENACTING MEASURES ("UK MAR").
For immediate release
10 September 2021
Gresham House plc
("Gresham House", the "Company" or the "Group")
Acquisition of the VCT business of Mobeus Equity Partners
and
Proposed Placing of approximately £40 million at 910 pence per share to fund acquisition and AUM growth development projects
Gresham House (AIM: GHE), the specialist alternative asset manager, is pleased to announce its intention to acquire the Venture Capital Trust ("VCT") business of Mobeus Equity Partners LLP ("Mobeus") for an initial consideration of £24.0 million, with further consideration of up to £12.1 million payable over a three-year period and subject to the achievement of certain criteria (the "Acquisition").
The Company intends to raise gross proceeds of approximately £40 million through a placing, which includes a £20m cash placing of 2,197,802 new ordinary shares of 25 pence each in the capital of the Company ("Ordinary Shares") ("Cash Placing Shares") at a price of 910 pence per Placing Share (the "Placing Price") (the "Cash Placing") and a £20 million vendor placing ("Vendor Placing") by way of a placing of 2,197,802 new Ordinary Shares to be issued to the Sellers pursuant to the Acquisition.
The intended net proceeds of the Placing will be used to fund the Acquisition as well as to fund development projects such as battery storage and solar projects, which are intended to be acquired by vehicles managed by Gresham House, thereby creating value for shareholders.
Mobeus is a UK-based investment firm managing assets across two distinct client groups, one of which is the VCT business being acquired by Gresham House. The four VCT contracts being acquired from Mobeus are with Mobeus Income & Growth VCT plc, Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc and The Income & Growth VCT plc (together, the "Mobeus VCTs"), with a combined AUM of £369 million[1]. Following an extensive due diligence process, the Mobeus VCT Boards have unanimously approved the transaction.
Key highlights of the Acquisition and Placings
§ Directors of the Company believe there is a clear and compelling strategic rationale for the Acquisition:
- Mobeus VCTs' strong brand and long term investment performance provide a close fit with
Gresham House's reputation for governance, fund performance and investment culture
§ High-quality and experienced Mobeus team is culturally aligned with the Gresham House team and brings complementary skills
§ Acquisition gives Mobeus VCTs access to Gresham House central resources, existing investment resources and network to support long-term investment ambitions
§ Acquisition structure provides a framework to both incentivise and retain key Mobeus VCT team members post completion
- Acquisition creates a leading player in the VCT segment with a combined c.£850 million of AUM
§ Combined platform will help target enhanced returns for Mobeus and Gresham House's VCT investors and accelerate growth of the Group's VCT AUM
- Strong ambitions in line with Gresham House's approach to ESG and sustainable investment processes
§ VCT segment increasingly recognised as providing economic and social benefits through growth capital provision to small businesses
§ Increases Group pro-forma AUM to c.£5.4 billion[2] upon completion
§ Materially earnings enhancing in the first full year and is consistent with the Company's stated financial and strategic acquisition metrics
- Expected to deliver operating profit increase of c.£4.5m (annualised) and ROIC of over 15%
§ Placing to raise gross proceeds of £40.0 million to fund:
- £26.0 million - Acquisition of Mobeus VCT business (initial consideration payable pursuant to the Acquisition and transaction and Placing fees and costs)
- £14.0 million - AUM growth development projects
The Company expects the Acquisition to exceed its medium-term ROIC target of 15%. The Group has identified a number of potential synergies in the Mobeus VCT business, and the Acquisition is expected to support the Group's stated objective of achieving a 40% operating margin as part of the GH25 Group plan.
It is intended that the Acquisition will be funded through the allotment of 2,637,362 new Ordinary Shares (the "Consideration Shares") comprising the allotment of 439,560 new Ordinary Shares to certain individual partners of Mobeus (the "Sellers") with a value of approximately £4.0 million and the allotment of 2,197,802 new Ordinary Shares pursuant to a vendor placing at the Placing Price (the "Vendor Placing Shares") with a value of approximately £20.0 million. The Company also intends to raise an additional approximately £20.0 million through the placing of the Cash Placing Shares.
The Placing Price of 910 pence per Placing Share represents a 2.15% discount to the closing middle market price of 930 pence per Ordinary Share on 9 September 2021 (being the last business day prior to the release of this announcement).
Completion of the Acquisition is conditional on completion and settlement of the Cash Placing.
The Placing Shares will be issued pursuant to the Company's existing shareholder authorities granted at the Company's annual general meeting on 12 May 2021.
The Placing is being conducted through an accelerated bookbuild process, in accordance with the terms and conditions set out in the Appendix1 to this announcement (the "Bookbuild"), which will be launched immediately following this announcement.
Canaccord Genuity Limited ("Canaccord") is acting as Nominated Adviser, Joint Global Co-Ordinator, Joint Bookrunner and Joint Broker in relation to the Placing. Jefferies International Limited ("Jefferies") are acting as Joint Global Co-Ordinator, Joint Bookrunner and Joint Broker in relation to the Placing. The Placing is not being underwritten.
The Placing Shares are not being made available to the public. The Bookbuild will be closed at the discretion of Banks, it is envisaged that this will be no later than 4.30 p.m. today, 10 September 2021.
Completion of the Cash Placing is conditional on, inter alia, First Admission occurring, and completion of the Vendor Placing is conditional on, inter alia, completion of the Acquisition and Second Admission occurring.
Commenting on the Acquisition, Anthony Dalwood, Gresham House's Chief Executive Officer, said:
"This Acquisition substantially boosts our AUM, profitability and enhances our presence in the VCT segment, accelerating progress towards our GH25 targets. The combination of Mobeus with Gresham House's existing VCT business expands our scale and presence in the VCT segment, and our combined complementary strengths will bring what believe are considerable benefits to VCT investors.
"The Acquisition brings together two of the leading teams and brands to create a VCT platform with c.£850 million of AUM. In addition, the Mobeus VCTs' focus on private markets and emphasis on total return is highly complementary to our existing Baronsmead VCTs, which invest in unlisted and public companies to deliver consistent dividends.
"As the VCT segment continues to consolidate, this deal enhances our combined reach amid what we believe is a period of rising demand for early stage growth capital. The role of VCTs in supporting emerging and disruptive businesses is closely aligned with Gresham House's ESG-focused investment strategies and I look forward to working closely with the Mobeus team to deliver excellent returns for all our stakeholders."
About the VCT business of Mobeus Equity Partners LLP
Mobeus ( www.mobeus.co.uk ) is a UK based investment firm managing assets across two distinct client groups, one of which is the VCT business being acquired by Gresham House. The VCT business is made up of four VCTs, being Mobeus Income & Growth VCT plc, Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc and The Income & Growth VCT plc, which have a combined AUM of £369 million 1 .
Over the last 10 years, the Mobeus VCTs are ranked as four of the top five performing funds within the generalist VCT segment [3] , with strong performance throughout. In the year ended 30 June 2021, the Mobeus VCT business generated EBITDA of £4.5 million [4] and had AUM of £369 million 1 .
Acquisition overview
The addition of Mobeus' scaled, high performing set of VCT funds will create a leading player in the VCT segment with c.£850 million of combined VCT AUM post Acquisition. The larger asset base and additional investment team members will provide an opportunity to increase fundraising and deployment across the enlarged Group's two VCT brands, being Baronsmead and Mobeus. The Company believes the combined platform will benefit from positive momentum as the Company expects further growth in the pool of VCT qualifying companies over the coming years and increasing retail investor demand for private equity investments and the tax incentives linked to VCT investing.
Following completion of the Acquisition, the Mobeus team transferring to Gresham House will consist of 16 full time employees and a further three consultants. Of the transferring Mobeus team, the partners, Trevor Hope and Clive Austin, will join Bevan Duncan and Ken Wotton to become the senior management team of Gresham House's Strategic Equity division. Trevor and Clive will remain responsible for the investment, portfolio, and fund management of the Mobeus VCTs, alongside their investment and operations teams.
Each VCT brand will retain its unique identity. The combination of Mobeus and Baronsmead creates a large integrated team, combining experience, resource, contacts, and know-how to access more and higher quality investment opportunities.
Further details of the Acquisition
The Company has agreed to acquire (on a cash-free, debt-free basis), through its subsidiary Gresham House Holdings Limited and subject to the satisfaction of certain conditions, the business and assets of Mobeus Equity Partners LLP's VCT business as it relates to Mobeus Income & Growth VCT plc, Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc and The Income & Growth VCT plc. The Acquisition shall be for a total initial consideration of £24.0 million, which may rise to £36.1 million subject to certain criteria and maintaining the VCT contracts being satisfied over the three-year period following completion of the Acquisition.
Of the £24.0 million payable upon completion of the Acquisition, £20.0 million shall be payable in cash (and shall be funded from the net proceeds of the Vendor Placing and, if required, the Cash Placing) with the remaining £4.0 million to be satisfied by the allotment of 439,560 Consideration Shares to the Sellers at the Placing Price. These retained Consideration Shares shall be subject to a lock up until the later of the announcement by Gresham House of its financial results for the year ended 31 December 2022, or 31 March 2023. Subject to certain limitations part of the conditional consideration may be settled in a mixture of cash and shares at the Company's discretion.
The Initial Consideration Shares, which will rank pari passu with the Company's existing ordinary shares, will be admitted to trading on AIM, a market operated by the London Stock Exchange, at 8.00 a.m. on 30 September 2021 (or such later date as may be agreed between the Company and the Banks).
Subject to the satisfaction of certain conditions, including completion and settlement of the Cash Placing, completion is expected to occur on 30 September 2021.
Details of the Placing
The Company has today entered into a placing and arrangement agreement with the Banks (the "Placing and Arrangement Agreement") pursuant to which the Banks have agreed to arrange the Cash Placing and the Vendor Placing. In addition, the Company, Mobeus and the Sellers today entered into a vendor placing agreement with the Banks ("the Vendor Placing Agreement") pursuant to which the Banks have agreed to arrange a placing of certain of the Consideration Shares to be issued to the Sellers under the Acquisition. The Company has given certain warranties and indemnities customary on a placing in favour of the Banks in the Placing and Arrangement Agreement.
The Placing, which is being conducted by way of an accelerated book-building process, will be launched immediately following this announcement, in accordance with the terms and conditions set out in the Appendix to this announcement.
The timing of the closing of the Bookbuild, and allocations of Placing Shares pursuant to the Placing, are at the discretion of the Banks, following consultation with the Company.
The Placing is to be effected by way of the Cash Placing of up to £20 million (the "Cash Placing") and the Vendor Placing of up to £20 million of the Consideration Shares to be allotted and issued to the Sellers in connection with the Acquisition (the "Vendor Placing") in each case at the Placing Price.
It is expected that admission of the Cash Placing Shares to trading on AIM ("First Admission") will become effective and that dealings in the Cash Placing Shares will commence on AIM at 8.00 a.m. on 17 September 2021. The Cash Placing is conditional upon, inter alia, First Admission taking place on 17 September 2021 (or such later date as may be agreed between the Company and the Banks, being no later than 30 September 2021 ("First Long Stop Date")).
It is expected that admission of the Consideration Shares (including the Vendor Placing Shares) to trading on AIM ("Second Admission") will become effective and that dealings in the Consideration Shares (including the Vendor Placing Shares) will commence on AIM at 8.00 a.m. on 30 September 2021. The Vendor Placing is conditional upon, inter alia, First Admission taking place, completion of the Acquisition and Second Admission occurring on 30 September 2021 (or such later date as may be agreed between the Company and the Banks, being no later than 15 October 2021 ("Second Long Stop Date")).
Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this announcement (which forms part of this announcement).
The Appendix to this announcement contains the detailed terms and conditions of the Placing and the basis on which investors may agree to participate in the Placing. The Placing has not been underwritten by the Banks. Placees are deemed to have read and understood this announcement in its entirety, including the Appendix, and to have made their offer on the terms and subject to the conditions contained herein and to have given the representations, warranties, undertakings and acknowledgements contained in the Appendix to this announcement.
Placing and Acquisition Considerations
The Directors believe the Acquisition to be in the best interests of the Company and its shareholders as a whole. In making this statement the Directors have spent time, and have taken appropriate advice, in considering the Acquisition and the method by which the cash consideration payable in respect of the Acquisition should be funded. The Directors concluded that the Placing and Vendor Placing was the most appropriate structure to raise equity funding.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU 596/2014), which is part of the laws of England and Wales by virtue of the EUWA and certain other enacting measures ("UK MAR"). Upon the publication of this announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.
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For more information contact: |
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Gresham House plc
Tony Dalwood, Chief Executive Officer Kevin Acton, Chief Financial Officer
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+44 (0)20 3837 6270 |
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Blackdown Partners - Financial Adviser to Gresham House plc
Peter Tracey Tom Fyson |
+44 (0)20 3807 8484 |
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Canaccord Genuity Limited - Nominated Adviser, Joint Global Co-Ordinator, Joint Bookrunner and Joint Broker
Bobbie Hilliam Georgina McCooke
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+44 (0)20 7523 8000 |
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Jefferies International Limited - Joint Global Co-Ordinator, Joint Bookrunner and Joint Broker
Paul Nicholls Max Jones Lee Morton |
+44 (0)20 7029 8000 |
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Houston - PR advisors
Alexander Clelland Kay Larsen |
gh@houston.co.uk +44 (0)20 4529 0549 |
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About Gresham House:
Gresham House is a specialist alternative asset management group, dedicated to sustainable investments across a range of strategies, with expertise across forestry, housing, infrastructure, renewable energy and battery storage, public and private equity.
Our origins stretch back to 1857, while our focus is on the future and the long term. Quoted on the London Stock Exchange (GHE:LN) we actively manage c.£4.7 billion of assets (as at 30 June 2021) on behalf of institutions, family offices, charities and endowments, private individuals and their advisers. We act responsibly within a culture of empowerment that encourages individual flair and entrepreneurial thinking.
As a signatory to the UN-supported Principles for Responsible Investment (PRI), our vision is to always make a positive social or environmental impact, while delivering on our commitments to shareholders, employees and investors.
IMPORTANT NOTICES
No action has been taken by the Company, the Banks or any of its or their respective Affiliates, or any of its or their respective 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 and the Banks to inform themselves about, and to observe, such restrictions.
No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") and the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal Act) 2018 ("UK Prospectus Regulation")) . Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area ("EEA"), this announcement is directed only at and may only be communicated to persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("qualified investors"). In the United Kingdom, this Announcement is directed only at qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the order; or (iii) persons to whom it may otherwise lawfully be communicated (together, "relevant persons"). Any investment or investment activity to which the Announcement relates is only available to and will only be engaged with in the member states of the EEA by qualified investors and in the United Kingdom by relevant persons. This announcement must not be acted on or relied on by persons in member states of the EEA who are not qualified investors or by persons in the United Kingdom who are not relevant persons.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
A prospectus has not been and will not be filed with any securities regulator in Canada in connection with the sale of the Placing Shares and the Placing Shares may not be offered or sold within Canada except pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of Canadian securities laws.
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, 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 Australia, Canada, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in the Appendix to this announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix to this announcement.
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes'", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its Directors and the Banks each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the AIM Rules, UK MAR, the DTRs, the rules of the London Stock Exchange or the Financial Conduct Authority ("FCA").
Canaccord Genuity Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Jefferies International Limited ("Jefferies") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Each of Canaccord and Jefferies is acting exclusively for the Company, the Sellers and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company and the Sellers for providing the protections afforded to the respective clients of Canaccord and Jefferies or for providing advice in relation to the matters described in this announcement. The responsibilities of Canaccord, as nominated adviser, are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director or any other person and accordingly no duty of care is accepted in relation to them.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord, Jefferies or by any of its or their respective Affiliates or any of its or their respective directors, officers, employees, agents or advisers as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
In connection with the Placing, each of the Banks and any of their respective Affiliates may take up a portion of the shares of the Company in the Placing as a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Banks or any of their respective Affiliates acting in such capacity. In addition, either of the Banks or any of their respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which such Banks or any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither of the Banks, or any of their respective Affiliates, intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK 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 UK 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 UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (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 such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks 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 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.
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
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"Act" |
the Companies Act 2006, as amended from time to time |
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"Acquisition" |
the acquisition of certain assets of Mobeus on the terms of, and subject to the conditions set out in, the Acquisition Agreement |
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"Acquisition Agreement" |
means the business purchase agreement between the (1) the Company (2) GH Acquisition Co (3) Mobeus and (4) the members of Mobeus, dated 10 September 2021 containing the terms on, and conditions subject to, which GH Acquisition Co will make the Acquisition
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"Admission" |
admission of the Consideration Shares and the Cash Placing Shares to trading on AIM, which will take place in two stages at the time of First Admission and Second Admission |
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"AIM" |
AIM, a market operated by the London Stock Exchange |
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"AIM Rules" or "AIM Rules for Companies" |
the AIM Rules for Companies published by the London Stock Exchange from time to time |
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"Appendix" |
means the appendix to this Announcement |
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"AUM" |
assets under management |
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"Banks" |
Canaccord and Jefferies |
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"Board" or "Directors" |
the directors of the Company |
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"certificated" or "in certificated form" |
a share or other security not held in uncertificated form (i.e. not in CREST)
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"Canaccord" |
Canaccord Genuity Limited, the Company's nominated adviser, joint broker, joint bookrunner and joint global co-ordinator |
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"Cash Placing" |
the conditional placing by the Banks of the Cash Placing Shares on the terms and subject to the conditions contained in the Placing and Arrangement Agreement and this Announcement |
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"Cash Placing Shares" |
up to 2,197,802 new Ordinary Shares to be subscribed for by institutional and other investors at the Placing Price under the Cash Placing |
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"Company" or "Gresham House" |
Gresham House plc, a company registered in England and Wales with registered number 00000871 |
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"Completion" |
completion of the Acquisition Agreement in accordance with its terms |
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"Consideration Shares" |
up to 2,637,362 new Ordinary Shares to be allotted and issued to the Sellers in connection with the Acquisition in accordance with the Acquisition Agreement |
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"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations) |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time |
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"Disclosure Guidance and Transparency Rules" |
(a) the disclosure guidance made by the UKLA in accordance with section 73A(3) of Part VI of FSMA relating to the disclosure of information in respect of financial instruments (and, where the context requires, the disclosure rules made by the UKLA in accordance with section 73A(3) of Part VI of FSMA relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such market has been made); and (b) the transparency rules made by the UKLA under section 73A(6) of Part VI of FSMA in relation to major shareholdings and the notification and dissemination of information by issuers of transferable securities (and, in each case, as that guidance and those rules may be amended from time to time) |
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"EU" |
the European Union |
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"EUWA" |
means the European Union (Withdrawal) Act 2018 |
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"Existing Ordinary Shares" |
the 32,945,875 existing Ordinary Shares in issue as at the date of this announcement |
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"Financial Conduct Authority" or "FCA" |
the Financial Conduct Authority of the United Kingdom |
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"First Admission" |
the admission to trading on AIM of the Cash Placing Shares, which is expected to occur on or around 8.00 a.m. on 17 September 2021 (or such later date as may be agreed between the Company and the Banks, being no later than the First Long Stop Date) |
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"First Long Stop Date" |
30 September 2021 |
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"FSMA" |
the Financial Services and Markets Act 2000 (as amended, modified, consolidated, re-enacted or replaced from time to time) |
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"GH Acquisition Co" |
Gresham House Holdings Limited, a company registered in England and Wales with registered number 09514560 |
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"Group" |
the Company and its subsidiary undertakings from time to time |
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"Jefferies" |
Jefferies International Limited being the Company's joint bookrunner, joint broker and joint global co-ordinator |
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"London Stock Exchange" |
London Stock Exchange plc |
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"Mobeus" |
Mobeus Equity Partners LLP being the Seller of the assets to be purchased by GH Acquisition Co pursuant to the Acquisition
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"Neville Registrars Limited" or "Registrar" |
Neville Registrars Limited, the Company's registrar |
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"Official List" |
the official list of the Financial Conduct Authority |
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"Ordinary Shares" |
ordinary shares of 25 pence each in the share capital of the Company |
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"Placing" |
together, the Cash Placing and the Vendor Placing |
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"Placing and Arrangement Agreement" |
the conditional agreement dated 10 September 2021 between the Company, Canaccord and Jefferies relating to the Cash Placing and the arrangement of the Vendor Placing |
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"Placing Price" |
910 pence per Placing Share |
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"Placing Shares" |
means the Cash Placing Shares and the Vendor Placing Shares |
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"Prospectus Regulation" |
the Prospectus Regulation ((EU) 2017/1129) |
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"Restricted Jurisdictions" |
any jurisdiction where the extension or availability of an offer of Placing Shares would be prohibited by, or would breach, any applicable law or regulation |
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"Second Admission" |
the admission to trading on AIM of the Vendor Placing Shares, which is expected to occur on or around 8.00 a.m. on 30 September 2021 (or such later date as may be agreed between the Company and the Banks, being no later than the Second Long Stop Date) |
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"Second Long Stop Date" |
15 October 2021 |
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"Sellers" |
the members of Mobeus, being the sellers of the Vendor Placing Shares |
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"Shareholders" |
holders of Ordinary Shares from time to time |
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"subsidiary" |
as defined in section 1159 and Schedule 6 of the Act |
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"subsidiary undertaking" |
as defined in section 1162 and Schedule 6 of the Act |
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"Transaction" |
together, the Acquisition, the Placing and Admission |
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"UK MAR" |
means the UK version of the Market Abuse Regulation (EU 596/2014), which is part of the laws of England and Wales by virtue of the EUWA and certain other enacting measures; |
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"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
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"UK Prospectus Regulation" |
means the UK version of the Prospectus Regulation, which forms part of the laws of England and Wales by virtue of the EUWA and certain other enacting measures |
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"uncertificated" or "in uncertificated form" |
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of the CREST system |
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
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"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
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"US Securities Act" |
the United States Securities Act of 1933, as amended |
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"Vendor Placing" |
the conditional placing by Canaccord and Jefferies of the Vendor Placing Shares on the terms and subject to the conditions contained in the Vendor Placing Agreement and this Announcement |
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"Vendor Placing Agreement" |
means the conditional agreement dated 10 September 2021 between Mobeus, the Sellers, the Banks and the Company, pursuant to which, inter alia, each of the Sellers has agreed to appoint each of the Banks as his or her agent to procure Placees for the Vendor Placing Shares |
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"Vendor Placing Shares" |
up to 2,197,802 Consideration Shares to be purchased by institutional and other investors procured by Canaccord and Jefferies at the Placing Price under the Vendor Placing |
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Unless otherwise stated, all times referred to in this Announcement are references to the time in London.
All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
For the purpose of this Announcement, ''subsidiary'', ''subsidiary undertaking'' and ''undertaking'' have the meanings respectively given to them by the Companies Act and ''associated undertaking'' has the meaning given to it by paragraph 19 of schedule 6 of the large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (but ignoring for this purpose sub- paragraph 1(b) thereof).
References to ''£'', ''sterling'', ''p'' and ''pence'' are to the lawful currency of the United Kingdom.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BANKS, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA") (THE "UK PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS"); AND (II) ARE EITHER "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE BANKS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER FOR THE SALE OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.
ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OF AMERICA IN CONNECTION WITH THE PLACING OR OTHERWISE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES. PAST PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to purchase Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained, in this Appendix. In particular each such Placee represents, warrants and acknowledges to the Company, Canaccord and Jefferies that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the UK Prospectus Regulation or the Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or any Member State of the European Economic Area which has implemented the Prospectus Regulation other than Qualified Investors or in circumstances in which the prior consent of Canaccord or Jefferies has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom or any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation or UK Prospectus Regulation as having been made to such persons;
3. it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are either (a)(i) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (ii) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the US Securities Act ("Regulation S"); or (b) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (a "QIB") for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account (if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such person) who has executed and delivered a US investor letter substantially in the form provided to it; and
4. 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.
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 Placing Shares are being offered and sold outside the United States in accordance with Regulation S. Any offering to be made in the United States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.
The Company, Canaccord and Jefferies will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to purchase any Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of the Placing Shares is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of 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 or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, 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, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to purchase Placing Shares has been given.
Information for Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (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 such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Ordinary 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, Canaccord and Jefferies 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 Directive 2014/65/EU or the UK MiFID Laws, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares pursuant to the Placing.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
"UK MiFID Laws" means: (i) the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other implementing measure which operated to transpose EU MiFID II into UK law before 31 January 2020 (as amended and supplemented from time to time); and (ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriate advice before taking any action.
These terms and conditions apply to persons acquiring Placing Shares pursuant to the Placing. Each Placee hereby agrees with Canaccord and Jefferies and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if Canaccord or Jefferies confirms to such Placee its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.
Details of the Cash Placing and Vendor Placing
Canaccord and Jefferies have entered into the Placing and Arrangement Agreement with the Company pursuant to which the Banks have been appointed, on the terms and subject to the conditions set out therein, as its agents in connection with the Cash Placing and Admission and to provide all reasonable assistance to the Company for the purpose of arranging and facilitating the Placing and Admission and in placing the Cash Placing Shares. In addition, the Banks have also entered into a Vendor Placing Agreement with the Company, Mobeus and the Sellers, pursuant to which the Banks have conditionally agreed, on the terms and subject to the conditions set out therein, as agents for the Sellers, to use their respective reasonable endeavours to place the Vendor Placing Shares at the Placing Price with certain institutional and other investors. The Placing is not being underwritten by Canaccord, Jefferies or any other person.
All Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue (the "Existing Ordinary Shares"), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the relevant Placing Shares.
Applications for admission to trading
The Placing is being conducted in two stages (respectively, the Cash Placing and the Vendor Placing).
Admission to trading on AIM of the Cash Placing Shares will occur at the time of First Admission and admission to trading on AIM of the Vendor Placing Shares will occur at the time of Second Admission.
Applications have been, or will be, made to the London Stock Exchange for the admission of the Cash Placing Shares and the Vendor Placing Shares to trading on AIM (together, "Admission").
It is expected that:
(a) First Admission will become effective on or around 8.00 a.m. on 17 September 2021 and that settlement of the Cash Placing Shares with Placees will occur shortly thereafter; and
(b) Second Admission will become effective on or around 8.00 a.m. on 30 September 2021 and that settlement of the Vendor Placing Shares with Placees will occur shortly thereafter.
If there is any change to these dates, an announcement will be made.
First Admission is conditional, inter alia, upon the Placing and Arrangement Agreement not having been terminated and having become unconditional (other than in respect of First Admission occurring). Second Admission is conditional, inter alia, upon the Vendor Placing Agreement not having been terminated and becoming unconditional (other than in respect of Second Admission occurring).
Participation in, and principal terms of, the Placing
1. Canaccord and Jefferies have each been appointed as the Company's joint bookrunners and joint global co-ordinators in connection with the Placing and as agents for and on behalf of the Company in respect of the Cash Placing and for and on behalf of the Sellers in respect of the Vendor Placing. Each of Canaccord and Jefferies is regulated by the FCA, is acting exclusively for the Company, the Sellers and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company and the Sellers for providing the protections afforded to the customers of Canaccord and Jefferies or for providing advice in relation to the matters described in this Announcement. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks. Each Bank and its respective affiliates are entitled to acquire Placing Shares as principal.
2. Each Placee's allocation of Placing Shares will be confirmed to Placees orally, or by email, by Canaccord and/or Jefferies and a trade confirmation or contract note will be dispatched in connection therewith. A bookrunner's oral or emailed confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Canaccord or Jefferies, the Company, the Sellers and Mobeus (as the case may be), under which it agrees to purchase the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company's Articles of Association.
3. Subject to paragraphs 1 and 2 above, the Banks may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at their discretion (in consultation with the Company), may allocate Cash Placing Shares or Vendor Placing Shares (in consultation with the Company) at their discretion and may scale down any bids for this purpose on such basis as they may determine (in consultation with the Company). Canaccord and Jefferies may also, notwithstanding paragraphs 1 and 2 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the announcement of the Placing to any person submitting a bid after that time.
4. Placing Shares will be acquired on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Canaccord or Jefferies, 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 Canaccord or Jefferies, to pay to Canaccord or Jefferies (or as Canaccord or Jefferies may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placee has agreed to subscribe for or purchase. Each Placee's obligations will be owed to Canaccord or Jefferies.
5. Except as required by law or regulation, no press release or other announcement will be made by Canaccord, Jefferies or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
6. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Cash Placing Shares to be acquired pursuant to the Cash Placing will be required to be made at the same time and settlement for all Vendor Placing Shares to be acquired pursuant to the Vendor Placing will be required to be made at the same time, in each case on the basis explained below under "Registration and Settlement".
7. All obligations 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 the Placing".
8. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
9. To the fullest extent permissible by law and the applicable rules of the FCA, neither Canaccord nor Jefferies or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, each Placee acknowledges and agrees that the Company is responsible for the allotment of the Vendor Placing Shares to the Sellers at the time of completion of the Acquisition and that the Company and the Sellers will be responsible for the subsequent transfer of the Vendor Placing Shares to Placees. Accordingly, neither Banks shall have any liability to the Placees for the failure of the Company and/or any of the Sellers to fulfil those obligations. In particular, neither Bank nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Canaccord's or Jefferies' conduct of the accelerated book build or of such alternative method of effecting the Placing (in whole or in part) as Canaccord and Jefferies and the Company may agree.
Conditions of the Placing
Completion of the Cash Placing is conditional on, inter alia:
(a) the Placing and Arrangement Agreement: (i) not having been terminated or varied or amended; and (ii) having become unconditional in all respects in respect of the Cash Placing, save for any condition relating to First Admission;
(b) the Company having complied with its obligations under the Placing and Arrangement Agreement to the extent that such obligations fall to be performed prior to First Admission;
(c) the warranties contained in the Placing and Arrangement Agreement being true, accurate and not misleading as at the date of the Placing and Arrangement Agreement and at all times up to and including First Admission by reference to the facts and circumstances existing from time to time; and
(d) First Admission becoming effective by no later than 8.00 a.m. on 17 September 2021 (or such later date as the Company and the Banks may agree (being not later than 8.00 a.m. on 30 September 2021 ("First Long Stop Date")).
If: (i) any of the conditions contained in the Placing and Arrangement Agreement relating to the Cash Placing and First Admission are not fulfilled or waived by the Banks by the respective time or date where specified (or such later time or date as the Company and the Banks may agree, but not being later than 8.00 am on 15 October 2021 ("Second Long Stop Date")); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing and Arrangement Agreement is terminated in its entirety in the circumstances specified below, the Cash Placing will lapse and the Placee's rights and obligations hereunder in relation to the Cash Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against the Banks in respect thereof. In such circumstances, the relevant Bank shall return monies to Placees who have agreed to acquire Cash Placing Shares pursuant to the Cash Placing.
The Vendor Placing is conditional upon, inter alia:
(a) the warranties contained in each of the Placing and Arrangement Agreement and Vendor Placing Agreement being true, accurate and not misleading as at the date of the Vendor Placing Agreement and at all times up to and including Second Admission;
(b) Each Seller and the Company having complied with its respective obligations under the Vendor Placing Agreement to the extent that such obligations fall to be performed prior to Second Admission;
(c) the Company having complied with its obligations under the Placing and Arrangement Agreement to the extent that such obligations fall to be performed prior to Second Admission; and
(d) the Placing and Arrangement Agreement remaining in full force, it not having been terminated or any of its terms having been breached prior to Second Admission;
(e) the Acquisition Agreement remaining in full force, it not having been terminated or varied without the prior written consent of each Bank and it having become unconditional in all respects, save for any condition relating to completion of the Vendor Placing Agreement and/or Second Admission; and
(f) Second Admission occurring not later than 8.00 am on 30 September 2021 (or such later time or date as the Banks may agree with the Company, in any event being no later than 15 October 2021 ("Second Long Stop Date")).
Placees should note that should the conditions relating to the Vendor Placing not be satisfied or waived (where capable of waiver) then the Vendor Placing will not proceed, even though the Cash Placing may have already completed at such time, and the Placee's rights and obligations hereunder in relation to the Vendor Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against the Banks in respect thereof. In such circumstances, the relevant Bank shall return monies to Placees who have agreed to acquire Vendor Placing Shares pursuant to the Vendor Placing.
The Banks may, at their discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Arrangement Agreement and/or Vendor Placing Agreement (as applicable), save that the conditions above relating to the relevant Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Banks 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 condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Banks.
Right to terminate the Cash Placing and/or Vendor Placing
The Banks are entitled, at any time before First Admission (in respect of the Cash Placing) to terminate their respective obligations under the Placing and Arrangement Agreement, including, inter alia:
(a) where the Company has failed to comply with any of its material obligations under the Placing and Arrangement Agreement or under the Act, FSMA, UK MAR, the AIM Rules, the Financial Services Act 2021 or any other applicable law; or
(b) if any of the Warranties was not true or accurate, or was misleading when given or deemed given or at any time if they were to be repeated or deemed repeated (by reference to the facts and circumstances then existing) would no longer be true and accurate, or would be misleading; or
(c) it comes to the notice of a Bank that any statement contained in the investor presentation or this Announcement was untrue, incorrect or misleading at the date of such document in any respect which the Banks consider, acting in good faith, to be material; or
(d) in either Bank's opinion, there having been a material adverse change in the financial position and/or prospects of the Company and subsidiary undertakings; or
(e) the occurrence of a force majeure event which, in the opinion of either Bank, will or is likely to be prejudicial to the Group or the Placing.
The Banks are entitled, at any time before Second Admission (in respect of the Vendor Placing) to terminate their respective obligations under the Placing and Arrangement Agreement and Vendor Placing Agreement, including, inter alia:
(f) where the Company has failed to comply with any of its material obligations under the Placing and Arrangement Agreement or under the Act, FSMA, UK MAR, the AIM Rules, the Financial Services Act 2021 or any other applicable law; or
(g) if any of the warranties contained in the Acquisition Agreement was not true or accurate, or was misleading when made or if any has ceased to be true or accurate or has become misleading at any time if they were to be repeated or deemed repeated (by reference to the facts and circumstances then existing) or if the Acquisition Agreement has been breached or terminated by either party thereto; or
(h) if any of the warranties contained in the Vendor Placing Agreement was not true or accurate, or was misleading when made or if any has ceased to be true or accurate or has become misleading at any time if they were to be repeated or deemed repeated (by reference to the facts and circumstances then existing) or if the Vendor Placing Agreement has been breached or terminated by either party thereto;
(i) it comes to the notice of a Bank that any statement contained in the investor presentation or this Announcement was untrue, incorrect or misleading at the date of such document in any respect which the Banks consider, acting in good faith, to be material; or
(j) if there has been a breach of the Placing and Arrangement Agreement which either Bank, acting in good faith, deems to be material or the Placing and Arrangement Agreement has otherwise terminated in accordance with its terms;
(k) in either Bank's opinion, there having been a material adverse change in the financial position and/or prospects of the Company and subsidiary undertakings; or
(l) the occurrence of a force majeure event which, in the opinion of either Bank, will or is likely to be prejudicial to the Group or the Placing.
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, the Placees agree that the exercise of the Banks of any right of termination or other discretion under the Placing and Arrangement Agreement or the Vendor Placing Agreement shall be within the absolute discretion of either Bank, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.
Upon termination, the respective parties to the Placing and Arrangement Agreement and Vendor Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing and Arrangement Agreement and Vendor Placing Agreement, subject to certain exceptions.
No Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and any Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Exchange Information (as defined further below).
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, either Bank, Mobeus or the Sellers or any other person and neither the Banks, the Company, Mobeus or the Sellers nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by any of Canaccord, Jefferies, the Company, Mobeus or the Sellers, or their respective officers, directors, employees or agents.
Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. None of the Company, the Banks, Mobeus or any of the Sellers is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB0003887287) following First Admission and Second Admission, respectively, will take place within the system administered by Euroclear UK & Ireland Limited (CREST) provided that, subject to certain exceptions, Canaccord and Jefferies reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion 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 any Placee's jurisdiction.
Following the close of the accelerated book build, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with Canaccord or Jefferies, stating the number of Placing Shares (including the split between Cash Placing Shares and Vendor Placing Shares to be acquired by Placees) allocated to it at the Placing Price, the aggregate amount owed by such Placee to Canaccord or Jefferies (in GBP) and the relevant settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Canaccord or Jefferies.
The Cash Placing Shares will be allotted (conditional on First Admission) to Placees and with First Admission expected to take place at 8.00 a.m on 17 September 2021 (or such later date as may be agreed by the Company and the Banks, being no later than 30 September 2021 ("First Long Stop Date")). It is expected that CREST accounts will be credited on the day of First Admission.
The Vendor Placing Shares will be allotted (conditional on Second Admission) to the Sellers under the Acquisition Agreement at the time of completion of the Acquisition, expected to occur on 30 September 2021, and Second Admission is expected to occur on 30 September 2021 (or such later date as may be agreed by the Company and the Banks, being no later than 15 October 2021 ("Second Long Stop Date")) and the Company will procure that the Vendor Placing Shares are delivered, credited as fully paid, to the relevant CREST accounts operated by the Banks on behalf of the Sellers. As soon as reasonably practicable following Second Admission, each Bank will credit the relevant CREST accounts of each Placees with the relevant number of Vendor Placing Shares and it is expected that settlement will take place shortly thereafter on 30 September 2021, on a delivery versus payment basis.
In the event that completion of the Acquisition and, therefore, Second Admission is delayed, then Placees will be informed of the revised trade and settlement dates of the Placing Shares (it being noted that Second Admission must occur no later than 15 October 2021 ("Second Long Stop Date")).
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 (2) percentage points above LIBOR as determined by each Bank.
Each Placee is deemed to agree that, if it does not comply with these obligations, Canaccord or Jefferies 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 Bank's account and benefit (as agents for the Company or the relevant Seller(s) (as the case may be)), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on each Bank all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which a Bank lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company, the Banks, Mobeus and the Sellers:
1. it represents and warrants that it has read and understood this Announcement, including the Appendix, in its entirety and that its purchase of any Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. it acknowledges that if: (i) any of the conditions in the Placing and Arrangement Agreement or Vendor Placing Agreement are not satisfied (or, where relevant, waived), or (ii) either the Placing and Arrangement Agreement or Vendor Placing Agreement is terminated or (iii) either the Placing and Arrangement Agreement or Vendor Placing Agreement does not otherwise become unconditional in all respects, the Cash Placing and/or Vendor Placing (as applicable) will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;
3. it acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;
4. it acknowledges that the Existing Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively " Exchange Information ");
5. it acknowledges that none of Canaccord, Jefferies, the Company, Mobeus or the Sellers or any of their respective affiliates 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 other than this Announcement; nor has it requested any of Canaccord, Jefferies, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
6. it acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Canaccord, Jefferies, Mobeus, the Sellers, 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 this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary 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 any of Canaccord or Jefferies or the Company or Mobeus or the Sellers, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee) and none of Canaccord, Jefferies, the Company, Mobeus or the Sellers will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Canaccord or Jefferies, their affiliates or any person acting on behalf of any of them has or may have conducted;
7. it represents and warrants that it has neither received nor relied on any unpublished price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
8. it acknowledges that none of Canaccord or Jefferies, their affiliates or any person acting on behalf of any of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
9. it acknowledges that it is acquiring the Placing Shares for its own account or for one or more accounts for which, in each case, it exercises sole investment discretion, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States and that it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
10. it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
11. (i) unless otherwise specifically agreed in writing with Canaccord or Jefferies, it represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the Australia, New Zealand, Canada, Japan or the Republic of South Africa; (ii) it and each account it represents is either (1)(a) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (b) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; or (2) a QIB which is acquiring the Placing Shares for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account, who has executed and delivered a US investor letter substantially in the form provided to it; and (iii) it is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) of Regulation D under the Securities Act;
12. (i) it and each account it represents is acquiring the Placing Shares for investment purposes, and is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares in or into the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful; and (ii) it understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, Japan and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
13. it 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 transfer Placing Shares into a clearance system;
14. it represents and warrants that: (i) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (ii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the " Regulations "); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Canaccord or Jefferies such evidence, if any, as to the identity or location or legal status of any person which Canaccord or Jefferies may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Canaccord or Jefferies on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Canaccord or Jefferies may decide at their discretion;
15. it represents and warrants that, to the extent 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, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
16. it acknowledges that it has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in the Financial Services and Markets Act 2000 (" FSMA ")) which makes it an "insider" for the purposes of Part V of FSMA and UK MAR, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by either of the Banks or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which it is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;
17. if it is a financial intermediary, as that term is used in the UK Prospectus Regulation or the Prospectus Regulation, it represents and warrants that the Placing Shares purchased 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 a Member State of the European Economic Area which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the prior consent of the Banks has been given to the offer or resale;
18. it represents and warrants that it has not offered or sold and, prior to the expiry of a period of six (6) months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
19. it represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or European Economic Area prior to the Placing completing and the Placing Shares having been transferred to it and settled in its name, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom or any member state of the European Economic Area within the meaning of the Prospectus Regulation;
20. it represents and warrants 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 which do not require the approval of the communication by an authorised person under section 21(1) of the FSMA;
21. it represents and warrants 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;
22. if in a Member State of the European Economic Area, unless otherwise specifically agreed with Canaccord or Jefferies in writing, it represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Regulation;
23. if in the United Kingdom, it represents and warrants that it is a person: (i) who is an investment professional within the meaning of Article 19(5) of the Order; (ii) who falls within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;
24. it 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 all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions 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 Announcement) and will honour such obligations;
25. where it is acquiring Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Canaccord or Jefferies;
26. it undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or purchasers as Canaccord or Jefferies may in their discretion determine and without liability to such Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;
27. it acknowledges that none of Canaccord, Jefferies, their respective affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of either Bank and that neither Bank has any duties or responsibilities 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 Arrangement Agreement or Vendor Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
28. it undertakes that the person whom it specifies for registration as the holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither of the Banks nor the Company nor Mobeus nor the Sellers will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and each Bank in respect of the same on the basis that the Placing Shares will be delivered to the CREST stock account of the relevant Bank who will hold them as nominee on behalf of the Company and/or the Sellers initially pending the relevant Admission and subsequently for each such Placee until settlement occurs in accordance with its standing settlement instructions;
29. it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, Canaccord or Jefferies 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;
30. it acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix to the Announcement;
31. it agrees it will be bound by the terms of the Company's Articles of Association;
32. it agrees that the Company, each Bank and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to each Bank on their own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
33. it agrees to indemnify on an after-tax basis and hold the Company, each Bank, Mobeus and the Sellers and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
34. it acknowledges that no action has been or will be taken by any of the Company, Canaccord, Jefferies or any person acting on behalf of the Company, Canaccord or Jefferies 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;
35. it acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of purchasing any Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved; and
36. it acknowledges that its commitment to purchase Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.
The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Canaccord and Jefferies for themselves and on behalf of the Company and are irrevocable. Each Placee not acquiring the Placing Shares in an "offshore transaction" pursuant to Regulation S shall make specific representations, warranties, agreements and acknowledgements pursuant to a US investor representation letter.
The agreement to settle a Placee's purchase (and/or the purchase by a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a purchase by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being purchased in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either Bank will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue, transfer or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Canaccord and Jefferies in the event that any of the Company and/or Canaccord and/or Jefferies has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord or Jefferies accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the purchase by them of any Placing Shares or the agreement by them to purchase any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that neither Canaccord nor Jefferies owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Canaccord or Jefferies or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Canaccord or Jefferies, any money held in an account with Canaccord or Jefferies on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Canaccord or Jefferies's money in accordance with the client money rules and will be used by Canaccord or Jefferies in the course of their own business and the Placee will rank only as a general creditor of Canaccord or Jefferies, as applicable.
All times and dates in this Announcement may be subject to amendment. Canaccord or Jefferies 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, 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.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued and sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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.
[1] As at 31 March 2021
[2] Pro-forma based on 30 June 2021 AUM of £4,722m, plus £352 million raised post period end and £369 million AUM of Mobeus VCTs
[3] On a NAV total return basis
[4] Unaudited management accounts
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