Proposed Fundraising to raise up to £29.2 million
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX 1.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("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.
28 July 2026
Likewise Group plc
("Likewise" or the "Company")
Proposed Fundraising to raise up to approximately £29.2 million
and
Proposed acquisition of new distribution facility
Likewise Group plc (AIM:LIKE), the fast-growing and progressive flooring distributor in the UK, announces a proposed equity fundraising to raise gross proceeds of up to approximately £29.2 million, comprising a firm placing (the "Firm Placing"), a conditional placing (the "Conditional Placing" and together with the Firm Placing, the "Placing"), a firm subscription (the "Firm Subscription"), a conditional subscription (the "Conditional Subscription") (together with the Firm Subscription, the "Subscription") and a conditional retail offer, in each case at a price of 28.5 pence per share (the "Issue Price")(the "Fundraising").
The Company today also announces that it is at the latter stages of discussions before entering into a conditional agreement to acquire the freehold of a new 60,000 sq. ft. high-bay distribution facility in Corby, England from PBBE Corby B.V. for total consideration due on completion of £9.5 million (inclusive of stamp duty). A further announcement will be made if and when the acquisition exchanges and subsequently completes.
Key highlights
· Proposed Fundraising of up to approximately £29.2 million
· Proposed acquisition of a new 60,000 sq. ft. freehold high-bay distribution centre in Corby, creating Likewise Floors' fifth distribution hub, supporting continued growth and providing the infrastructure to deliver Group revenue of £300 million
· Fundraising to support the Corby acquisition, strengthen the balance sheet, fund transaction costs and provide flexibility to execute the Group's growth strategy, including additional strategic acquisitions
· Corby acquisition further expands the Group's freehold property portfolio, strengthening operational capacity, supporting margins and reducing exposure to rising rental costs
· Placing of approximately £24.2 million to be conducted by way of an accelerated bookbuild ("ABB") launching immediately following this Announcement, comprising two tranches: (i) the Firm Placing, to be undertaken by way of a non-pre-emptive cash box structure, and (ii) the Conditional Placing, conditional upon the passing of certain of the Resolutions by Shareholders at the General Meeting
· Subscription of approximately £3.0 million by certain investors comprising two tranches: (i) the Firm Subscription, to be undertaken on a non-pre-emptive basis using the existing authorities granted at the 2026 AGM, and (ii) the Conditional Subscription, conditional upon the passing of the Resolutions by Shareholders at the General Meeting
· Retail Offer to raise up to £2.0 million to be launched following the close of the ABB on the BookBuild Platform, conditional on the passing of the Resolutions by Shareholders at the General Meeting
· Issue Price of 28.5 pence per Fundraising Share
· Management to provide an investor presentation at 2:00 p.m. on 29 July 2026
· The issue of the Firm Placing Shares is to be effected by way of a non-pre-emptive cash box placing of new Ordinary Shares for non-cash consideration. Zeus Capital Limited ("Zeus") will subscribe for redeemable preference shares and ordinary shares in a Jersey special purpose vehicle, which will be majority owned by the Company ("JerseyCo") in an amount approximately equal to the net proceeds of the Firm Placing. The Company will allot and issue the Firm Placing Shares to placees in consideration for Zeus transferring its holdings of redeemable preference shares and ordinary shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the allotment and issue of the Firm Placing Shares, the Company will, conditional on First Admission and following the conclusion of the Firm Placing, own all of the issued ordinary shares and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the proceeds of the Firm Placing (net of any agreed commission and expenses).
· Completion of the Conditional Placing, Conditional Subscription and the Retail Offer is subject to, inter alia, certain of the Resolutions being passed at the General Meeting of the Company
· A General Meeting of the Company's Shareholders will take place at 10:00 a.m. on 14 August 2026
· Zeus is acting as Nominated Adviser, Joint Bookrunner to the Company in connection with the Fundraising
· Ravenscroft is acting as Joint Bookrunner to the Company in connection with the Placing
Acquisition financing
The Company intends to finance the £9.5 million cash consideration due on Acquisition Completion by partial utilisation of the Placing and Subscription which is due to raise approximately £27.2 million at a price of 28.5 pence per Ordinary Share with institutional and other investors.
The Company also intends to raise approximately £9.0 million from its current lenders National Westminster Bank Plc ("NatWest") in the form of a new £7.2 million commercial mortgage facility and a £1.8 million VAT bridging facility, in order to provide further flexibility to support the Group with its growth strategy. The Company has received credit approval from NatWest for the new facility, but it remains subject to agreeing legal documentation. The agreement may be entered into on or after Acquisition Completion, subject to agreement between the parties.
Placing and ABB
The Placing will be conducted through an ABB, which will be launched immediately following the release of this Announcement. Zeus and Ravenscroft are acting as Joint Bookrunners in relation to the Placing. A Placing Agreement has been entered into today between the Company, Zeus and Ravenscroft in connection with the Placing.
It is intended that the Placing will raise approximately £24.2 million in gross proceeds at a price of 28.5 pence per Placing Share, which will be used, inter alia, to part fund the cash consideration due on Acquisition Completion and meet the expenses related to the Acquisition and the Fundraising of approximately £1.3 million. The Issue Price represents a discount of approximately 14.9 per cent. to the Closing Price of 33.5 pence per Ordinary Share on 28 July 2026, being the last practicable date prior to this Announcement. The Placing is subject to the terms and conditions set out in Appendix 1 of this Announcement (the "Terms and Conditions"). Further details of the proposed Placing are detailed in this Announcement.
The Placing is to be conducted in a single ABB but comprises two tranches: the Firm Placing, to be effected by way of a non-pre-emptive cash box structure and settled at First Admission, and the Conditional Placing, comprising Placing Shares in excess of the authorities granted at the 2026 AGM, which is conditional upon, inter alia, the passing of the Resolutions and, if the Resolutions are passed, will be settled at Second Admission. The allocation of the Placing Shares between the Firm Placing and the Conditional Placing shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company.
The Firm Placing is not conditional on the Conditional Placing and the placing of the Firm Placing Shares may still complete if the placing of the Conditional Placing Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.
Subscription
Concurrently with the Placing (and conditional upon the Placing Agreement remaining in full force and effect and not having been terminated), the Company is proposing to offer and sell to certain Subscribers the Subscription Shares at the Issue Price. The Subscription is being undertaken outside of the cash box structure described above. The Subscription of the Subscription Shares does not form part of the Placing.
It is intended that the Subscription will raise approximately £3.0 million in gross proceeds at the Issue Price, which will be used, inter alia, to part fund the cash consideration due on Acquisition Completion and meet the expenses related to the Acquisition, and the Fundraising.
The issue of the Firm Subscription Shares is to be effected by way of a non-pre-emptive subscription and issue of new Ordinary Shares for cash consideration, utilising the Company's existing authorities granted at the 2026 AGM. The issue of the Conditional Subscription Shares will be conditional on, inter alia, the passing of the relevant Resolutions at the General Meeting.
The Firm Subscription is not conditional on the Conditional Subscription.
Retail Offer
The Retail Offer will be undertaken via the BookBuild Platform, to raise up to £2.0 million of gross proceeds. The Retail Offer is being undertaken to allow qualifying existing retail shareholders in the United Kingdom an opportunity to participate in the Fundraising at the Issue Price. The Retail Offer is conditional on, inter alia, the passing of the Resolutions at the General Meeting. It is expected that the Retail Offer will launch shortly and will be open for applications until 4:30 p.m. on 4 August 2026 (or such later time and date as the Company, Zeus and the BookBuild Platform may agree). There can be no guarantee that the Retail Offer will be fully subscribed.
Further announcements will be made shortly in connection with the Retail Offer and its terms. The Firm Placing and Firm Subscription are not conditional upon the Retail Offer and, for the avoidance of doubt, neither the Retail Offer nor the Subscription form part of the Placing.
Further information on the Fundraising
The Firm Fundraising is not conditional upon the approval by the Company's shareholders. By using the cash box structure described above in connection with the Firm Placing, the Company is not issuing New Ordinary Shares on a non-pre-emptive basis for cash consideration. Additionally, the Company is utilising the existing authorities granted at the 2026 AGM for the Firm Subscription. As a result, shareholder approval is not required to effect the Firm Fundraising.
The Company acknowledges that it is seeking to issue New Ordinary Shares representing up to approximately 40.5 per cent. of its existing issued ordinary share capital on a non-pre-emptive basis and has therefore consulted, where possible, with the Company's major shareholders ahead of this Announcement.
The Conditional Placing, the Conditional Subscription and the Retail Offer will be conditional on, inter alia, the passing of the relevant Resolutions at the General Meeting. A circular containing further details of the Fundraising and Notice of General Meeting (together the "Circular") will be posted to Shareholders shortly after the results of the ABB and will be made available on the Company's website at www.likewiseplc.com/documents-reports-and-presentations.
The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to either First Admission (in the case of the Firm Placing) or Second Admission (in the case of the Conditional Placing). The Placing is not conditional on a minimum amount being raised.
If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms prior to First Admission, the Placing Shares will not be issued, and the Company will not receive the associated placing monies. In this scenario, the Retail Offer and the Subscription will similarly not proceed.
If the conditions relating to the issue of the Conditional Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms prior to Second Admission, the Conditional Placing Shares will not be issued, and the Company will not receive the associated placing monies. In this scenario, the Retail Offer and the Conditional Subscription will similarly not proceed. The Firm Placing and the Firm Subscription is not conditional on the Conditional Placing or the Conditional Subscription and the placing of the Firm Placing Shares and the issue of the Firm Subscription Shares may still complete if the placing of the Conditional Placing Shares or the Conditional Subscription Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.
Applications will be made to the London Stock Exchange for the admission of the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted to trading on AIM. It is currently expected that First Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 7 August 2026. The Firm Placing Shares and the Firm Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares. It is currently expected that Second Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 17 August 2026. The Conditional Placing Shares, the Conditional Subscription Shares and the Retail Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.
Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix 2 of this Announcement unless the context requires otherwise.
For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of the Company is Tony Brewer, Chief Executive Officer.
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For further information, please contact: |
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Likewise Group plc Tony Brewer, Chief Executive |
Tel: +44 (0) 121 817 2900 |
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Zeus (Nominated Adviser, Broker and Joint Bookrunner) Jordan Warburton / James Edis (Investment Banking) Dominic King / Fraser Marshall (Corporate Broking) |
Tel: +44 (0) 20 3829 5000 |
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Ravenscroft (Joint Bookrunner) Jim McInnes / Natalie Le Cras |
Tel: +44 (0) 1481 735 340 |
Information on Likewise
Introduction
Likewise is a fast-growing and progressive flooring distributor supplying customers throughout the United Kingdom. Since its formation in 2018, the Group has invested significantly in developing a comprehensive national distribution network, combining strategic acquisitions with the establishment of new distribution centres and logistics hubs. The Group now has comprehensive geographical coverage of the UK and continues to invest in its infrastructure, product offering, sales and marketing activities to further increase market presence and support future growth.
Market Opportunity
The Directors believe that the UK flooring industry presents substantial opportunities for further growth. The Group has consistently increased sales revenue and market share through investment in logistics infrastructure, product development and extensive sales and marketing initiatives. The enhanced logistics infrastructure allows the Group to take full advantage of the many opportunities presented in the UK flooring industry, whilst supporting customers through an increasingly comprehensive product range and nationwide distribution capability. The Directors believe that continued investment in strategically located logistics facilities will further strengthen the Group's market position and support its objective of growing sales revenue towards £300 million over the medium term.
Product, Sales and Marketing
The Group's management continues to work extremely closely with all key suppliers to be at the forefront of product development providing our customers, independent flooring retailers and contractors, with a constant stream of new products. These are positioned within innovative Point of Sale Displays allowing ease of selection for the ultimate end user.
Absolutely fundamental to the Group's ongoing development and success is the excellent management, sales team and people throughout the business, who have a broad knowledge of all aspects of flooring sales, distribution and finance.
Current Trading and Outlook
As recently reported in the Company's RNS announcement on 17 June 2026 entitled "AGM Statement", year to date total revenue to 16 June 2026 increased 17.0% on a like-for-like basis to £83.0 million (Revenue to 16 June 2025: £71.0 million). Since then year to date total revenue to 20 July 2026 has increased by 17.8% on a like for like basis.
H1 2026 Group revenue increased by 16.3% to £91.1 million (H1 2025: £78.3 million) with a gross margin improvement of 0.7% to 32.1%.
The Group has had a particularly positive H1 and looks forward to the traditionally stronger H2 and remains on track to deliver in line with market forecasts1 while absorbing annualised higher fuel costs of c.£0.5 million arising from tensions in the Middle East.
The Board is committed to improving operating margins whilst continuing to invest in the infrastructure and general business development. The Board believes that there are clear opportunities to build a significantly larger business and that the ongoing investment in infrastructure and people, provides an exciting future for all stakeholders.
1Market expectations as at the date of this announcement for FY26 (Zeus): revenue of £174.1 million, adjusted EBITDA of £11.6 million and adjusted profit before tax of £4.0 million
Background to and reasons for the Fundraising
Over the last six years the Group has invested in eleven projects to create an extensive logistics infrastructure. Distribution Hubs have been established in Leeds, Birmingham, Glasgow and imminently Newport. Logistics Centres have been created in Newcastle, Manchester, Newbury, Sidcup and Plymouth.
Following the acquisition of Valley Wholesale Carpets in 2022 the Derby facility was extended and a 5-metre-wide cutting machine installed to create an additional Distribution Hub.
The Board is developing a medium-term five-year strategy to provide the infrastructure, with the Fundraising and planned additional £7.2 million commercial mortgage facility from NatWest putting the Group in a stronger position to take full advantage of the many opportunities in the UK Flooring Industry. There are numerous projects to be completed in the coming years to elevate the Group to achieve its future aspirations of delivering revenues in excess of £300 million.
Investment and Operations
The next major investment is to acquire the Freehold of a new 60,000 sq. ft. High Bay Distribution Centre in Corby East Midlands. This new Centre will create the fifth Distribution Hub for Likewise Floors. The proposed acquisition aligns with the Group's strategy of increasing its freehold property portfolio, supporting improved operating margins, and mitigating rising rent costs.
The Group will also spend c.£2.0 million on capital expenditure before opening the new facility which will be funded through an asset finance facility. The remaining funds from the Fundraising and NatWest facility will provide the Group with a stronger balance sheet and future flexibility.
Corby represents a major enhancement to the Likewise Logistics Network, adding significant storage, processing and cutting capacity. In addition to alleviating existing capacity constraints, the facility will improve distribution efficiency across the national network, support further market share gains and provide the infrastructure required to deliver the Group's medium-term sales growth objectives.
Assuming the Acquisition completes, it is intended that Corby will be operational at the beginning of 2027.
In the last eight months, the Group has added meaningful logistics capacity to support all of the Product, Sales and Marketing activities of Likewise Floors, A&A, Delta, H&V, Likewise Rugs & Matting, Lewis Abbott and Valley Wholesale Carpets.
In Glasgow, additional Pallet capacity has been created and further enhanced by the investment in a VNA Man Up Order Picker to streamline processing. This followed the introduction of a second Cutting Shift to increase volume in the Likewise Logistics Network.
The purchase earlier this year to acquire the freehold of a second Distribution Hub in Leeds was specifically to improve the supply chain management of Palletised products and is already delivering operational benefits across the network.
The Group also invested in a new 5-metre-wide cutting machine in Leeds during December to improve reliability and productivity.
In Valley Wholesale Carpets, the Group has now commenced cutting in Derby and can extend this to a second shift when volumes justify the investment. Between the Erith and Derby Distribution Hubs the Group has significant capacity to materially increase the Valley business.
The extension in Newport including a 5-metre-wide cutting machine, creating the fourth Hub for the Likewise Logistics Network is poised to become operational.
The combination of Derby, Newport and Corby (subject to exchange and completion) can add c.50% to the Group's current volumes. This substantiates and provides confidence that the Group can achieve £300 million in annual sales revenue.
From the start of 2025 the Group has established a policy of purchasing delivery trucks rather than leasing. This makes the fleet in excess of 160 vehicles, is considered a more cost-effective long-term approach and, together with the expansion of the Group's freehold property portfolio, supports improved operating margins and progressively strengthening the balance sheet.
Use of Proceeds
The proceeds from the Fundraising, as well as any funds from the NatWest facilities, will be used as follows:
· Purchasing the freehold of the Corby property;
· To fund transaction costs associated with the acquisition of Corby and the Fundraising;
· Strengthen the Group's balance sheet; and
· Provide flexibility to execute the Group's growth strategy, including additional strategic acquisitions, with a number of additional 60,000 sq. ft. high bay distribution facilities and 25,000 sq. ft. logistic centres under consideration.
Information on the Fundraising
Placing
The Placing will be conducted by Zeus and Ravenscroft as Joint Bookrunners on behalf of the Company. The Placing will be conducted by way of an ABB which will commence immediately following this Announcement. The Placing is subject to the detailed Terms and Conditions contained in Appendix 1 to this Announcement, which should be read in its entirety.
The Placing is comprised of two tranches: the Firm Placing and the Conditional Placing. The Firm Placing is not conditional on the Conditional Placing. The number of Firm Placing Shares and Conditional Placing Shares will be determined by the Joint Bookrunners and the Company, and will be confirmed orally or by email following the close of the ABB. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.
The timing of the closing of the ABB and allocations are at the absolute discretion of the Joint Bookrunners having consulted with the Company. Details of the results of the Placing will be announced as soon as practicable after the close of the ABB.
By choosing to participate in the Placing and by making a legally binding Recorded Commitment to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the appendices) and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Terms and Conditions.
Firm Placing
The Firm Placing is not conditional on the Resolutions being passed at the General Meeting with the Firm Placing Shares being issued using part of the Company's existing share allotment authority approved by Shareholders at the 2026 AGM.
The issue of the Firm Placing Shares is to be effected by way of a non-pre-emptive cash box placing of new Ordinary Shares for non-cash consideration. Zeus will subscribe for redeemable preference shares and ordinary shares in JerseyCo in an amount approximately equal to the net proceeds of the Firm Placing. The Company will allot and issue the Firm Placing Shares to placees in consideration for Zeus transferring its holdings of redeemable preference shares and ordinary shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the allotment and issue of the Firm Placing Shares, the Company will, conditional on First Admission and following the conclusion of the Firm Placing, own all of the issued ordinary shares and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the proceeds of the Firm Placing (net of any agreed commission and expenses).
Conditional Placing
The Conditional Placing (which is not being underwritten) is conditional, amongst other things, upon:
(a) the issue of the Firm Placing Shares and First Admission occurring by no later than 7 August 2026 (or such other date as the Company and Zeus may agree);
(b) the Resolutions being passed by Shareholders at the General Meeting;
(c) the Placing Agreement becoming unconditional in all respects (save for Admission) and not having been terminated in accordance with its terms prior to Admission;
(d) Admission of the Conditional Placing Shares becoming effective on or before 8:00 a.m. on 17 August 2026 or such later time and/or date as the Company and the Joint Bookrunners may agree, being no later than 8:00 a.m. on the Long Stop Date.
If such conditions are not satisfied or, if capable of waiver, waived, by the date(s) and time(s) referred to above, the Conditional Placing will not proceed.
The Placing Agreement
In connection with the Placing, the Company and the Joint Bookrunners have entered into the Placing Agreement. Pursuant to the terms of the Placing Agreement, the Joint Bookrunners have severally (and not jointly or jointly and severally) conditionally agreed to use their reasonable endeavours, as agents for the Company, to procure Placees for the Placing Shares at the Issue Price. Neither the Firm Placing nor the Conditional Placing are being underwritten.
The Placing Agreement is conditional, amongst other things, on the conditions in the Placing Agreement being satisfied or (if capable of waiver) waived and the Placing Agreement not having been terminated in accordance with its terms prior to either First Admission (in the case of the Firm Placing) or Second Admission (in the case of the Conditional Placing), First Admission occurring on or before 8:00 a.m. on 7 August 2026 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 8:00 a.m. on the Long Stop Date), and Second Admission occurring on or before 8:00 a.m. on 17 August 2026 (or such later date as the Company and the Joint Bookrunners may agree, not being later than 8:00 a.m. on the Long Stop Date).
The Placing Agreement contains certain customary warranties given by the Company in favour of the Joint Bookrunners in relation to, inter alia, matters relating to the Company and its business.
In addition, the Company has agreed to indemnify the Joint Bookrunners in relation to certain liabilities its business may incur in respect of the Placing.
Zeus has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, in particular, in the event of a breach of the warranties given in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement or the occurrence of a force majeure event or a material adverse change affecting the financial position, business or prospects of the Company.
The Placing is not conditional on the Subscription or the Retail Offer proceeding or on any minimum take-up under the Retail Offer.
Subscription
The Company has entered into the Subscription Letters with certain Subscribers pursuant to which the Company has agreed to issue the Subscription Shares to the Subscribers, at the Issue Price, raising gross proceeds for the Company of approximately £3.0 million.
The Subscription Shares will be subscribed for on the basis agreed pursuant to the Subscription Letters, rather than pursuant to the terms and conditions of the Placing.
The issue of the Firm Subscription Shares is to be effected by way of a non-pre-emptive subscription and issue of new Ordinary Shares for cash consideration, utilising the Company's existing authorities granted at the 2026 AGM.
The issue of the Conditional Subscription Shares will be conditional on the passing of the relevant Resolutions at the General Meeting.
The Subscription is not underwritten.
Retail Offer
The Company values its Shareholder base and believes that it is appropriate to provide its eligible Retail Investors in the United Kingdom the opportunity to participate in the Retail Offer. The Retail Offer will allow existing Retail Investors to participate in the Fundraising by subscribing for Retail Offer Shares at the Issue Price.
Conditional on, amongst other things, the Firm Fundraising proceeding, First Admission, the Conditional Placing, the Conditional Subscription and Second Admission, up to 7,017,544 Retail Offer Shares will be issued to eligible Retail Investors by way of the Retail Offer at the Issue Price to raise proceeds of up to approximately £2.0 million (before expenses).
The Retail Offer Shares are not part of the Placing and are not Placing Shares. The Retail Offer is not being underwritten. No prospectus will be published in connection with the Retail Offer.
Further information on the Retail Offer and how Retail Investors can participate in the Fundraising will be contained in a further announcement.
Director and non-Board PDMR participation in the Placing
Each of the Directors, certain non-Board PDMRs and the Company Secretary have indicated their intention to participate in the Fundraising. Their intended participation is as below:
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Director / PDMR |
Position |
Intended participation |
Number of Fundraising Shares at the Issue Price |
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Tony Brewer |
Chief Executive Officer |
£45,675 |
160,263 |
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Paul Bassi |
Chairman |
£427,500 |
1,500,000 |
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Andrew Simpson |
Non-executive director |
£18,383 |
64,500 |
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Mike Steventon |
Non-executive director |
£29,872 |
104,815 |
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Adrian Laffey |
Residential Director |
£34,730 |
121,858 |
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Ben Baker- Ashforth |
Head of Financial Accounting & Reporting |
£1,970 |
6,912 |
Investor Presentation
The Company will provide a live presentation and Q&A for investors Retail Investors and any other interested parties via Investor Meet Company at 2:00 p.m. on 29 July 2026.
The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet Likewise via:
https://www.investormeetcompany.com/likewise-group-plc/register-investor
Investors who already follow Likewise on the Investor Meet Company platform will automatically be invited.
Expected Timetable of Principal Events
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2026 |
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Result of ABB |
7:00 a.m. on 29 July |
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Launch of Retail Offer |
8:00 a.m. on 29 July |
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Close of Retail Offer |
4:30 p.m. on 4 August |
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First Admission and commencement of dealings in the Firm Fundraising Shares on AIM |
8:00 a.m. on 7 August |
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CREST accounts expected to be credited with Firm Fundraising Shares in uncertificated form (uncertificated holders only) |
7 August |
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Expected dispatch of definitive share certificates in respect of Firm Fundraising Shares to be issued in certificated form (certificated holders only) |
Within 10 business days of First Admission |
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General Meeting |
10:00 a.m. on 14 August |
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Results of General Meeting |
14 August |
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Second Admission and commencement of dealings in the Conditional Fundraising Shares on AIM |
8:00 a.m. on 17 August |
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CREST accounts expected to be credited with Conditional Fundraising Shares in uncertificated form (uncertificated holders only) |
17 August |
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Expected dispatch of definitive share certificates in respect of Conditional Fundraising Shares to be issued in certificated form (certificated holders only) |
Within 10 business days of Second Admission |
Notes:
1. Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED TERRITORY"). ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, 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.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, the Republic of South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, the Republic of South Africa or Japan (as the case may be).
No public offering of the Placing Shares is being made in Australia, Canada, the Republic of South Africa or Japan or elsewhere.
No action has been taken by the Company, Zeus, Ravenscroft or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such offering document or prospectus is required to be published by the Company.
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by any of these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place specific reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Zeus and Ravenscroft expressly disclaims any obligation or undertaking to update or revise 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.
Zeus, which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as nominated adviser, sole broker and joint bookrunner exclusively for the Company and no one else in connection with the Placing or any other matter referred to in this Announcement, and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone (including any Placees) other than the Company in connection with the Placing or for providing the protections afforded to their clients or for giving advice in relation to the Placing or any other matters referred to in this Announcement. The responsibilities of Zeus, as nominated adviser, are owed solely to 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. No representation or warranty, express or implied, is made by Zeus as to, and no liability whatsoever is accepted by Zeus in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).
Ravenscroft, which is licensed and regulated in Guernsey by the Guernsey Financial Services Commission, is acting as Joint Bookrunner to the Company in connection with the proposed Placing. Ravenscroft will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to clients of Ravenscroft or for providing advice in relation to the contents of this Announcement or any other matter.
This Announcement is being 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 or on behalf of Zeus (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder), Ravenscroft and/or by any of their respective affiliates and/or a Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Zeus, Ravenscroft and/or any of their respective affiliates and/or Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Zeus, Ravenscroft and/or any of their respective affiliates and/or Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a 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 or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation").
No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with the EU Prospectus Regulation or the POATR) to be published. All offers of the Placing Shares will be made available pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce an admission document or prospectus.
The contents of this Announcement have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have 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, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Fundraise will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.
INFORMATION TO DISTRIBUTORS
UK PRODUCT GOVERNANCE
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EEA PRODUCT GOVERNANCE
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix 1 to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to 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.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
THE INFORMATION AND TERMS CONTAINED IN THIS ANNOUNCEMENT (THE "TERMS AND CONDITIONS") ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED TERRITORY").
THIS APPENDIX GIVES DETAILS OF THE TERMS AND CONDITIONS OF, AND THE MECHANICS OF PARTICIPATION IN, THE PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMENDED FROM TIME TO TIME) (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024/105 (THE "POATR")("UK QUALIFIED INVESTORS"), AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken or will be taken by the Company, the Nominated Adviser, or the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company, the Nominated Adviser, and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or forms part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) Australia, Canada, Japan, the Republic of South Africa or to any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa or to any corporation, partnership or other entity created or organised under the laws thereof, or to any persons in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. No public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation, as appropriate, from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand or 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 the United States, Australia, Canada, Japan, New Zealand, or the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
The Nominated Adviser and the Joint Bookrunners are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company, the Nominated Adviser or the Joint Bookrunners or any of their respective affiliates makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in these Terms and Conditions.
By participating in the Placing, each person who chooses to participate in the Placing (a "Placee") 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 Announcement.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges to the Joint Bookrunners and the Company (amongst other things) that:
(a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(b) it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
(c) in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
(i) it is a Qualified Investor within the meaning of paragraph 15 of part 2 of Schedule 1 of the POATR; and
(ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 7(4) of the POATR:
(A) 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 other than to UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or
(B) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than to UK Qualified Investors, the offer of those Placing Shares to it is not treated under the POATR as having been made to such persons;
(d) in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:
(i) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:
(A) 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 a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or
(B) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
(e) 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 Announcement;
(f) except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph (b) above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act;
(g) it acknowledges that the Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and
(h) the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
No prospectus
No offering document or prospectus has been or will be submitted to be approved by the FCA (or any other authority) or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares.
Placees' commitments will be made solely on the basis of (i) publicly available information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, (ii) the information contained in this Announcement and (iii) business and financial information published in accordance with the rules and practices under the AIM Rules and the UK version of the Market Abuse Regulation (Regulation 596/2014) which is part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR") (together, the "Publicly Available Information") and subject to the further terms set forth in the form of confirmation referred to below.
Each Placee, by participating 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 Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, the Nominated Adviser or the Joint Bookrunners or any other person and none of the Company, the Nominated Adviser, the Joint Bookrunners nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Details of the Placing Agreement and the Placing Shares
Zeus is acting as Nominated Adviser, sole broker and a bookrunner in connection with the Placing, as agent for and on behalf of the Company, and Admission. Ravenscroft Corporate Finance Limited ("Ravenscroft" and, together with Zeus, the "Joint Bookrunners") is acting as a bookrunner to the Placing, as agent for and on behalf of the Company.
The Joint Bookrunners have today entered into the Placing Agreement with the Company under which, amongst other things, the Joint Bookrunners as agents for and on behalf of the Company, have (acting severally and not jointly or jointly and severally) agreed to use their reasonable endeavours to procure Placees for the Placing Shares, in each case at the Issue Price.
The Joint Bookrunners will today commence the ABB to determine demand for participation in the Placing by Placees immediately following the publication of this Announcement. The Placing is not being underwritten. Members of the public are not entitled to participate in the Placing. The Placing Shares are not part of the Retail Offer or the Subscription.
The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the ABB as it may, in its discretion following consultation with the Company, determine.
The Placing is to be conducted in a single ABB but comprises two separate tranches: the Firm Placing, to be effected by way of a non-pre-emptive cash box structure and settled at First Admission, and the Conditional Placing, comprising Placing Shares in excess of the authorities granted at the 2026 AGM, which is conditional upon, amongst other things, the passing of the Resolutions and, if the Resolutions are passed, will be settled at Second Admission. The allocation of the Placing Shares between the Firm Placing and the Conditional Placing shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company.
The Firm Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Firm Placing Shares. It is currently expected that First Admission will become effective, and that dealings in the Firm Placing Shares will commence on AIM, on or around 7 August 2026. The Conditional Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Conditional Placing Shares. It is currently expected that Second Admission will become effective, and that dealings in the Firm Placing Shares will commence on AIM, on or around 17 August 2026.
The allotment and issue of the Firm Placing Shares will be effected by way of a cash box placing of new Ordinary Shares in the Company for non-cash consideration in accordance with the Placing Agreement and a subscription and transfer agreement entered into between the Company, Zeus and Teammate Finance (Jersey) Limited ("JerseyCo"), a Jersey incorporated majority owned subsidiary of the Company (the "Subscription and Transfer Agreement"). Zeus will subscribe for ordinary shares and redeemable preference shares in JerseyCo for an amount approximately equal to the net proceeds of the Firm Placing. The Company will allot and issue the Firm Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer by Zeus of the ordinary shares and redeemable preference shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the issue of the Firm Placing Shares, the Company will, conditional on Admission and following the conclusion of the Firm Placing, own all of the issued share capital of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Firm Placing. By taking up or purchasing Firm Placing Shares and submitting a valid payment in respect thereof, a Placee instructs Zeus to hold such payment and: (i) to the extent of a successful application under the Firm Placing, to apply such payment solely for Zeus to subscribe (as principal) for redeemable preference shares in JerseyCo; and (ii) to the extent of an unsuccessful application under the Firm Placing, Zeus or Ravenscroft to return the relevant payment without interest to the applicant. Zeus also has the right to terminate the Placing Agreement in certain circumstances.
The Firm Placing is not conditional on the Conditional Placing and the placing of the Firm Placing Shares may still complete if the placing of the Conditional Placing Shares does not complete, whether by reason of a failure to obtain shareholder approval or non-satisfaction of the other conditions.
The Conditional Placing is conditional on, amongst other things, the passing of the Resolutions by Shareholders at the General Meeting.
Further details of the placing procedure and terms on which the Placing Shares are being offered are set out below.
Application for admission to trading on AIM
Subject to the Placing Agreement becoming unconditional, Application will be made to the London Stock Exchange for admission of the Firm Placing Shares to trading on AIM. It is expected that First Admission will become effective at 8.00 a.m. on or around 7 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date) and that dealings in the Firm Placing Shares on AIM will commence at the time of First Admission.
Subject to the Placing Agreement becoming unconditional, Application will be made to the London Stock Exchange for admission of the Conditional Placing Shares to trading on AIM. It is expected that Second Admission will become effective at 8.00 a.m. on or around 17 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date) and that dealings in the Conditional Placing Shares on AIM will commence at the time of Second Admission.
Participation in the Placing
This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
No Placee will be entitled to receive any fee or commission in respect of any Placing Shares. The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method as they may, in their sole discretion, determine.
Principal terms of the Placing
(a) Zeus is acting as a bookrunner to the Placing, as agent for and on behalf of the Company. Zeus is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting for the Company (in respect of the Placing Shares) 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 for providing the protections afforded to the customers of Zeus or for providing advice in relation to the matters described in this Announcement.
(b) Ravenscroft is acting as a bookrunner to the Placing, as agent for and on behalf of the Company. Ravenscroft is licensed and regulated in Guernsey by the Guernsey Financial Services Commission and is acting for the Company (in respect of the Placing Shares) 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 for providing the protections afforded to the customers of Ravenscroft or for providing advice in relation to the matters described in this Announcement.
(c) Participation in the Placing will only be available to persons who may lawfully do so, and who are invited by a Joint Bookrunner to participate in the Placing. Each Joint Bookrunner and any of its affiliates are entitled to participate in the Placing as principal.
(d) The final number of Placing Shares, to be issued or acquired at the Issue Price will be agreed and determined between the Joint Bookrunners and the Company and such details will be announced by the Company through a RIS as soon as reasonably practicable following completion of the ABB pursuant to the "Result of Placing" announcement. The allocation of the Placing Shares between the Firm Placing and the Conditional Placing shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company.
(e) To bid in the ABB, prospective Placees should communicate their bid by telephone to their usual contact at the relevant Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by the Joint Bookrunner on the basis referred to in paragraph (i) below.
(f) The timing of the closing of the ABB will be at the discretion of the Joint Bookrunners. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
(g) The ABB is expected to close on 28 July 2026, but may close later subject to the agreement of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids, either in whole or in part, that are received after the ABB has closed.
(h) Each Placee's allocation in the Placing shall be determined by the applicable Joint Bookrunner. Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by Zeus or Ravenscroft and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Zeus' or Ravenscroft's oral confirmation will give rise to an immediate, separate, irrevocable and binding obligation, undertaking and commitment by that person (who at that point becomes a Placee), in favour of that Joint Bookrunner and the Company, under which it agrees to subscribe for and/or acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Announcement (including these Terms and Conditions) and in accordance with the Company's articles of association. Except with the relevant Joint Bookrunner's written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted. The terms of this Announcement will also be deemed incorporated in the form of confirmation.
(i) A Joint Bookrunner may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Joint Bookrunners may also, notwithstanding paragraphs (f) and (g) above, subject to the prior consent of the Company:
(A) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; or
(B) allocate Placing Shares after the ABB has closed to any person submitting a bid after that time.
(j) Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be subscribed for and/or acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
(k) All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" (including, with respect to the Conditional Placing, the passing of the Resolution) and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
(l) 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.
(m) To the fullest extent permissible by law and applicable FCA rules, none of: (a) the Joint Bookrunners, (b) any of the Joint Bookrunners' respective affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Joint Bookrunners), (d) any person acting on a Joint Bookrunner's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Joint Bookrunners, nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners shall have no liability to the Placees for any failure by the Company to fulfil those obligations.
(n) The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunner's conduct of the Placing.
(o) The times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.
Registration and Settlement
Following the close of the ABB, each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by or on behalf of the relevant Joint Bookrunner (or either of them) as agent for the Company and the relevant Joint Bookrunner will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
Settlement of transactions in the Firm Placing Shares following First Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place in respect of the Firm Placing Shares on 7 August 2026 and First Admission is expected to occur no later than 8.00 a.m. on 7 August 2026 unless otherwise notified by the Joint Bookrunners.
Subject to the passing of the Resolutions by Shareholders at the General Meeting, settlement of transactions in the Conditional Placing Shares following Second Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place in respect of the Conditional Placing Shares on 17 August 2026 and Second Admission is expected to occur no later than 8.00 a.m. on 17 August 2026 unless otherwise notified by the Joint Bookrunners.
Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Firm Placing Shares or the Conditional Placing Shares to CREST or the use of CREST in relation to the Firm Placing or the Conditional Placing, the Company and the Joint Bookrunners may agree that the Firm Placing Shares or the Conditional Placing Shares (as applicable) should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
It is expected that settlement will take place in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing SONIA (Sterling Overnight Index Average) rate as determined by the Joint Bookrunners.
Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.
Each Placee agrees that, if it does not comply with these obligations and make payment by the date specified, either Joint Bookrunner may sell, charge by way of security (to any funder of either Zeus or Ravenscroft) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Bookrunners' own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by the relevant Joint Bookrunner as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The obligations of the Joint Bookrunners under the Placing Agreement and in respect of the Firm Placing are, conditional upon, amongst other things:
(a) the Company allotting the Firm Placing Shares in accordance with the terms of the Placing Agreement;
(b) the performance by the Company and the Directors of their obligations under the Placing Agreement to the extent that they fall to be performed prior to First Admission;
(c) Zeus not having exercised its right to terminate the Placing Agreement prior to First Admission; and
(d) First Admission occurring by not later than 8.00 a.m. on 7 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date).
The obligations of the Joint Bookrunners under the Placing Agreement in respect of the Conditional Placing are, conditional upon, amongst other things:
(a) satisfaction of the conditions to the Firm Placing;
(b) the passing of the Resolutions by Shareholders at the General Meeting;
(c) the Company allotting the Conditional Placing Shares in accordance with the terms of the Placing Agreement;
(a) the performance by the Company and the Directors of their obligations under the Placing Agreement to the extent that they fall to be performed prior to Second Admission;
(b) Zeus not having exercised its right to terminate the Placing Agreement prior to Second Admission;
(c) Second Admission occurring by not later than 8.00 a.m. on 17 August 2026 (or such later date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than the Long Stop Date).
All conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "conditions".
If: (i) any of the conditions relating to the Firm Placing contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in, amongst other circumstances, the circumstances specified below, the Placing (both the Firm Placing and the Conditional Placing) will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
If: (i) any of the conditions relating to the Conditional Placing contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in so far as it applies to the Conditional Placing in, amongst other circumstances, the circumstances specified below, the Conditional Placing will lapse and the Placees' rights and obligations hereunder in relation to the Conditional Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof. The Joint Bookrunners may, at their discretion, waive satisfaction in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to First Admission and/or Second Admission (as applicable) taking place, the Company allotting and issuing the Placing Shares and, with respect to the Conditional Placing, the Resolution being passed at the General Meeting may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.
Certain conditions may be waived in whole or in part by the Joint Bookrunners, in their absolute discretion by notice in writing to the Company and the Joint Bookrunners may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Zeus may terminate the Placing Agreement in certain circumstances, details of which are summarised below.
Neither the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers, employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them may make as to the satisfaction of any condition or in respect of the Placing and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing
Zeus may terminate the Placing Agreement, in accordance with its terms, at any time prior to First Admission if, amongst other things:
1. either Joint Bookrunner becomes aware that any statement contained in the Placing Documents (as such term is defined in the Placing Agreement) has become or been discovered to be untrue, incorrect or misleading in any material respect; or
2. either Joint Bookrunner becomes aware that any of the warranties was, when given, untrue, inaccurate or misleading in any material respect; or
3. either Joint Bookrunner becomes aware that any of the warranties is not, or has ceased to be, true, accurate or not misleading in any material respect; or
4. either Joint Bookrunner becomes aware that there is a breach by the Company or a Director of its respective obligations under the Placing Agreement which is in the opinion of Zeus (acting reasonably) is material; or
5. either Joint Bookrunner becomes aware there has occurred, in the opinion of Zeus (acting in good faith), a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company; or
6. there has occurred a force majeure event, which, in the opinion of Zeus (acting in good faith), would or would be likely to prejudice materially the Group or the Placing, or make the success of the Placing doubtful.
Zeus is entitled, at any time after First Admission of the Firm Placing Shares and prior to Second Admission of the Conditional Placing Shares to terminate the Placing Agreement in so far as it relates to the Conditional Placing, in accordance with its terms, in substantially similar circumstances to those described above.
If the Placing Agreement is terminated in accordance with its terms prior to First Admission, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
If the Placing Agreement is terminated in accordance with its terms after First Admission but prior to Second Admission, the rights and obligations of each Placee in respect of the Conditional Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.
By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or either Joint Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners and that neither of the Company nor the Joint Bookrunners need make any reference to such Placee and that neither the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Joint Bookrunners of a form of confirmation confirming each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing and submitting a bid in the ABB, each Placee (and any person acting on such Placee's behalf) confirms, represents, warrants, acknowledges, agrees and undertakes with the Joint Bookrunners and the Company (for itself and for any such prospective Placee) that (save where the Joint Bookrunners expressly agree in writing to the contrary):
(a) it has read and understood this Announcement in its entirety and that its subscription or acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
(b) no offering document, admission document or prospectus has been or will be prepared in connection with the Placing (nor is one required under the POATR or other applicable law) and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
(c) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Group in accepting a participation in the Placing and neither the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
(d) neither the Joint Bookrunners, nor any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available 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;
(e) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for and/or acquire the Placing Shares is contained in the Publicly Available Information and this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information and the information contained in this Announcement;
(f) neither the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information and the information contained in this Announcement;
(g) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
(h) it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
(i) the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that none of the Joint Bookrunners or any persons acting on behalf of it is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Announcement shall exclude any liability of any person for fraudulent misrepresentation;
(j) the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will an offering document or prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within a Restricted Territory or in any country or jurisdiction where any such action for that purpose is required;
(k) it and/or each person on whose behalf it is participating:
(i) is entitled to subscribe for and/or acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
(ii) has fully observed such laws and regulations;
(iii) has capacity and authority and is entitled to enter into and perform its obligations as a subscriber and/or an acquirer of Placing Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription or acquisition of Placing Shares;
(l) it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed for and/or acquired will not be, a resident of, or with an address in, or subject to the laws of, any Restricted Territory, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of any Restricted Territory and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
(m) the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
(n) it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act;
(o) it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the US Securities Act;
(p) it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
(q) neither the Joint Bookrunners, their affiliates, agents, directors, officers or employees nor 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 a client of the Joint Bookrunners and the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
(r) it has the funds available to pay for the Placing Shares for which it has agreed to subscribe for and/or acquire and acknowledges and agrees that it will make payment to the Joint Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement and as agreed with the Joint Bookrunner, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Bookrunners may, in their absolute discretion determine without liability to the 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 any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
(s) no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
(t) the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to subscribe for and/or acquire Placing Shares pursuant to the Placing and agrees to pay the Joint Bookrunners in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Zeus or Ravenscroft or transferred to a CREST stock account of Zeus or Ravenscroft (or such account as may be nominated by either of them) who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
(u) it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
(v) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
(w) that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
(x) that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or any offer of relevant securities to the public within the meaning of the POATR (as the case may be) of those Placing Shares to be subscribed for and/or purchased by it;
(y) it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
(z) it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
(aa) if it is within the United Kingdom, it is a UK Qualified Investor and who is (i) a person falling within the definition of an 'Investment Professional" in article 19(5) of the Order or (ii) persons who fall within article 49(2)(A) to (D) (High Net Worth Companies, Unincorporated Companies, Unincorporated Associations, etc) of the Order, or if it is in the EEA, it is an EEA Qualified Investor, or, in each case, is a person to whom the Placing Shares may otherwise lawfully be offered, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom or the EEA would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook;
(bb) that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 7(4) of the POATR, (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, (a) persons in any Member State of the European Economic Area which has implemented the EU Prospectus Regulation or (b) persons in the UK, respectively, other than Qualified Investors or in circumstances in which the prior consent of the relevant Joint Bookrunner has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA, or the UK respectively, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the POATR (as the case may be) as having been made to such persons;
(cc) if it is a pension fund or investment company, it represents, warrants and undertakes that its subscription for Placing Shares is in full compliance with applicable laws and regulations;
(dd) it has neither received nor relied on any confidential price sensitive information about the Group, other than as disclosed in this Announcement, in accepting this invitation to participate in the Placing;
(ee) neither the Joint Bookrunners nor any of their affiliates, agents, directors, officers or employees 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 for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
(ff) neither the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of either of the Joint Bookrunners, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
(gg) the Joint Bookrunners may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account and, except as required by applicable law or regulation, the Joint Bookrunners will not make any public disclosure in relation to such transactions;
(hh) the Joint Bookrunners and each of their affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by either of the Joint Bookrunners and/or any of their affiliates, acting as an investor for its or their own account(s). None of the Joint Bookrunners or the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
(ii) it has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations;
(jj) it is not:
(i) an entity or an individual with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or is the subject of any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the relevant Joint Bookrunner such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the relevant Joint Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the relevant Joint Bookrunner may decide at its sole discretion;
(kk) it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
(ll) in order to ensure compliance with Money Laundering Regulations, any of the Joint Bookrunners or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Joint Bookrunners' or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Bookrunners' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Bookrunners' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Joint Bookrunners' or the Company's registrars have not received evidence satisfactory to them, the Joint Bookrunners and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
(mm) its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;
(nn) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. 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 is 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 affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
(oo) it irrevocably appoints any duly authorised officer of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf (without any obligation to do so) necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;
(pp) the Company, the Joint Bookrunners and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Bookrunners, on their own behalf and on behalf of the Company and are irrevocable;
(qq) if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
(rr) neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described herein;
(ss) that, unless otherwise agreed by the relevant Joint Bookrunner, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
(tt) it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
(uu) 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 or any related company subject to UK MAR and the securities of the Company or any such related company, it has not:
(i) dealt (or attempted to deal) in the securities of the Company or any related company;
(ii) encouraged, recommended or induced another person to deal in the securities of such company; or
(iii) unlawfully disclosed inside information in respect of the Company or any related company to any person, prior to the information being made publicly available;
(vv) it undertakes to the Joint Bookrunners at the time of making its commitment to acquire Placing Shares that it will confirm in writing to the relevant Joint Bookrunner in the form of confirmation sent by the Joint Bookrunners to Placees the number of Placing Shares it intends to acquire;
(ww) as far as it is aware, it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other person in relation to the Company;
(xx) its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
(yy) it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Joint Bookrunners to provide any legal, tax or other advice to it;
(zz) that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the relevant Joint Bookrunner;
(aaa) it will not distribute any document relating to the Placing Shares except to underlying investors and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) or for an execution-only or other non-discretionary account or accounts (as to which it has been given the authority to make and is deemed to make the statements set out herein for and on behalf of any and all underlying clients) for investment purposes only;
(bbb) that any acquisition of Firm Placing Shares is not subject to the passing of the Resolutions at the General Meeting, that the Conditional Placing is subject to the passing of the Resolutions at the General Meeting and, if the Resolutions are not passed, the Firm Placing may proceed without the Conditional Placing proceeding and, as such, the Company may be required to seek further funding in the future;
(ccc) it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for (1) an account with respect to which it exercises sole investment discretion, or (2) an execution-only or other non-discretionary account, and it has the authority or has been given the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
(ddd) that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Joint Bookrunners to provide any legal, financial, tax or other advice to it;
(eee) that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Joint Bookrunners shall notify it of such amendments;
(fff) time is of the essence as regards its obligations under this Announcement;
(ggg) the Placing Shares will be issued subject to the terms and conditions of this Announcement; and
(hhh) these terms and conditions in this Announcement and all documents into which this Announcement is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the confirmations, representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by the Joint Bookrunners, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company or the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Joint Bookrunners accordingly. In addition, Placees should note that they will be liable for any capital duty, 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 United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that either the Company and/or any of the Joint Bookrunners has incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and undertakings contained in this Announcement are given to the Joint Bookrunners and the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any confirmations, representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners may (at their absolute discretion) satisfy their several obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners 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 relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules. As a consequence, this money will not be segregated from the Joint Bookrunners' money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.
References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment. 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 rights and remedies of the Joint Bookrunners and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
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 pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
APPENDIX 2
DEFINITIONS
The following definitions apply throughout this Announcement and the Terms and Conditions unless the context otherwise requires:
|
"2026 AGM" |
the annual general meeting of the Company held on 17 June 2026; |
|
"ABB" |
the accelerated bookbuild launched as a result of this Announcement; |
|
"Acquisition" |
the proposed acquisition of a new 60,000 sq. ft. freehold high-bay distribution centre in Corby; |
|
"Acquisition Completion" |
completion of the Acquisition; |
|
"Act" |
the Companies Act 2006 (as amended); |
|
"Admission" |
either the First Admission and/or the Second Admission as the context requires |
|
"AIM" |
a market operated by the London Stock Exchange; |
|
"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange; |
|
"Announcement" |
this announcement; |
|
"BookBuild Platform" |
the online platform through which the Retail Offer is being conducted; |
|
"certificated" or "in certificated form" |
the description of an Ordinary Share or other security which is not in uncertificated form (that is not in CREST); |
|
"Closing Price" |
the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange; |
|
"Company" |
Likewise Group plc registered in England and Wales under number 08010067 whose registered office is at Unit 4 Radial Park, Radial Way, Birmingham Business Park, Solihull, Birmingham, United Kingdom, B37 7WN
|
|
"Conditional Fundraising" |
the Conditional Placing, the Conditional Subscription and the Conditional Retail Offer; |
|
"Conditional Fundraising Shares" |
up to 18,886,807 New Ordinary Shares comprising the Conditional Placing Shares, the Conditional Subscription Shares and the Retail Offer Shares; |
|
"Conditional Placing" |
the Placing of the Conditional Placing Shares at the Issue Price by the Joint Bookrunners, as agents on behalf of the Company, in accordance with the Placing Agreement; |
|
"Conditional Placing Shares" |
10,560,023 New Ordinary Shares conditionally placed at the Issue Price pursuant to the Conditional Placing and the allotment of which is conditional upon, inter alia, the passing of Resolutions 1 and 3 at the General Meeting and Second Admission; |
|
"Conditional Subscription" |
the Subscription for the Conditional Subscription Shares pursuant to the terms of a subscription letter and conditional upon, inter alia, the passing of Resolutions 1 and 3 at the General Meeting and Second Admission; |
|
"Conditional Subscription Shares" |
1,309,240 New Ordinary Shares to be issued by the Company pursuant to the Conditional Subscription at the Issue Price and the allotment of which is conditional upon, inter alia, the passing of Resolutions 1 and 3 at the General Meeting and Second Admission; |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear; |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) (as amended from time to time); |
|
"Directors" or "Board" |
the directors of the Company or any duly authorised committee thereof; |
|
"Enlarged Share Capital" |
the issued share capital of the Company immediately following Admission (comprising the Existing Ordinary Shares and the New Ordinary Shares, assuming full take-up under the Retail Offer); |
|
"Euroclear" |
Euroclear UK & International Limited; |
|
"EU Prospectus Regulation" |
Regulation (EU) 2017/1129; |
|
"Existing Ordinary Shares" |
the 252,983,480 Ordinary Shares in issue at the date of this Announcement, including 1,793,218 that are held in treasury, all of which are admitted to trading on AIM and being the entire issued ordinary share capital of the Company prior to the Fundraising; |
|
"FCA" |
the Financial Conduct Authority of the United Kingdom; |
|
"Firm Fundraising" |
the Firm Placing and the Firm Subscription; |
|
"Firm Fundraising Shares" |
83,559,800 New Ordinary Shares comprising the Firm Placing Shares and the Firm Subscription Shares; |
|
"Firm Placing" |
the Placing of the Firm Placing Shares at the Issue Price by Zeus, as agent on behalf of the Company, at the Issue Price, in accordance with the Placing Agreement; |
|
"Firm Placing Shares" |
74,342,726 New Ordinary Shares placed at the Issue Price pursuant to the Conditional Placing and the allotment of which is conditional upon Admission; |
|
"Firm Subscription" |
the Subscription for the Firm Subscription Shares pursuant to the terms of a subscription letter and conditional upon Admission; |
|
"Firm Subscription Shares" |
9,217,074 New Ordinary Shares to be issued by the Company pursuant to the Firm Subscription at the Issue Price; |
|
"First Admission" |
admission of the 83,559,800 New Ordinary Shares being issued pursuant to the Firm Fundraising to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules; |
|
"FSMA" |
the Financial Services and Markets Act 2000, as amended; |
|
"Fundraising" |
together the Placing, the Subscription and the Retail Offer; |
|
"General Meeting" |
the general meeting of the Company convened for 10:00 a.m. on 14 August 2026 at Unit 4 Radial Park, Radial Way, Birmingham Business Park, Solihull, Birmingham B37 7WN to approve the Resolutions, or any adjournment thereof, notice of which is set out at the end of the Circular; |
|
"Group" |
the Company and its subsidiaries as at the date of this Announcement; |
|
"Intermediaries" |
any financial intermediaries that are appointed by Zeus as the "Retail Offer Coordinator" in connection with the Retail Offer; |
|
"Issue Price" |
28.5 pence per New Ordinary Share; |
|
"Joint Bookrunners" |
Zeus and Ravenscroft; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"Long Stop Date" |
31 August 2026; |
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"New Ordinary Shares" |
the new ordinary shares to be issued pursuant to the Placing, the Subscription and the Retail Offer; |
|
"Notice of General Meeting" |
the notice convening the General Meeting which is set out at the end of the Circular; |
|
"Ordinary Shares" |
ordinary shares of £0.01 (1 pence) each in the capital of the Company; |
|
"PDMR" |
a person discharging managerial responsibilities as defined in article 3(25) of UK MAR |
|
"Placee" or "Placees" |
the persons with whom Placing Shares are placed pursuant to the Placing; |
|
"Placing" |
the proposed Placing of the Placing Shares by the Joint Bookrunners, as agents on behalf of the Company, at the Issue Price, in accordance with the Placing Agreement; |
|
"Placing Agreement" |
the agreement between the Company and the Joint Bookrunners dated 28 July 2026 in connection with the Placing; |
|
"Placing Conditions" |
the conditions to the Placing contained in the Placing Agreement; |
|
"Placing Shares" |
84,902,749 new Ordinary Shares allotted and issued by the Company pursuant to the Placing; |
|
"POATR" |
the Public Offers and Admissions to Trading Regulations 2024; |
|
"Ravenscroft" |
Ravenscroft Corporate Finance Limited; |
|
"Recorded Commitment" |
either (i) a recorded telephone conversation or (ii) email correspondence, in either case between representatives of a Joint Bookrunner and the relevant Placee; |
|
"Regulatory Information Service" |
a service approved by the FCA for the distribution to the public of AIM announcements and included within the list on the website of the FCA; |
|
"Regulation S" |
Regulation S under the Securities Act; |
|
"Resolutions" |
the resolutions contained in the Notice of General Meeting; |
|
"Restricted Territory" |
the United States, Australia, Canada, The Republic of South Africa, Japan or any other jurisdiction in which release, publication or distribution of this Announcement and any accompanying materials would be unlawful; |
|
"Retail Investors" |
existing Shareholders of the Company who are resident in the United Kingdom and who are a customer of an Intermediary who agree conditionally to subscribe for Retail Offer Shares in the Retail Offer; |
|
"Retail Offer" |
means the proposed conditional offer of New Ordinary Shares to be subscribed for by Retail Investors via the BookBuild Platform at the Issue Price, to be admitted to trading as part of Second Admission;
|
|
"Retail Offer Shares" |
up to 7,017,544 New Ordinary Shares to be issued pursuant to the Retail Offer;
|
|
"Second Admission" |
admission of the 18,886,807 New Ordinary Shares being issued pursuant to the Conditional Fundraising to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules;
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"Shareholders" |
holders of Ordinary Shares from time to time; |
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"Subscribers" |
subscribers procured by the Company to conditionally subscribe for Subscription Shares at the Issue Price pursuant to the provisions of the Subscription Letters;
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"Subscription" |
the Firm Subscription and the Conditional Subscription;
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"Subscription Letters" |
the subscription letters entered into between the Company and each of the Subscribers in connection with the Subscription; |
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"Subscription Shares" |
10,526,314 New Ordinary Shares to be issued by the Company pursuant to the Subscription at the Issue Price; |
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"Terms and Conditions" |
the terms and conditions to the Placing contained in Appendix 1 to the Announcement; |
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"UK MAR" |
the Market Abuse Regulation No. 596/2014 (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018, as amended) |
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"uncertificated" or "in uncertificated form" |
recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
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"United States" or "US"
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the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction; |
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"US Securities Act" |
the U.S. Securities Act of 1933, as amended; |
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"Warranties" |
the warranties and undertakings contained in the Placing Agreement; and |
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"Zeus" |
Zeus Capital Limited, the Company's nominated adviser for the purposes of the AIM Rules. |
All references in this document to "£", "pence", "p", or "pounds sterling" are to the lawful currency of the UK.
Any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension of it.
Words importing the singular include the plural and vice versa and words importing the masculine gender shall include the feminine or neuter gender.
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