Placing, Open Offer and Trading Update
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER THE "ANNOUNCEMENT"), IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Prior to publication, this Announcement contained inside information within the meaning of Article 7 of the EU Market Abuse Regulation 596/2014. With the publication of this Announcement, this information is now considered to be in the public domain.
26 November 2018
Location Sciences Group PLC
("Location Sciences" or the "Company")
PLACING BY WAY OF ACCELERATED BOOKBUILD TO RAISE A MINIMUM OF £2.3 MILLION AND OPEN OFFER TO RAISE UP TO £0.47 MILLION THROUGH THE ISSUE OF NEW ORDINARY SHARES AT 2.25 PENCE PER SHARE
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TRADING UPDATE
Location Sciences Group PLC (AIM: LSAI), the leading mobile location data and intelligence expert, announces a proposed non pre-emptive placing to raise a minimum of £2.3 million and a maximum of £3.0 million (both before expenses) through the issue of New Ordinary Shares of 1 pence each ("Placing Shares") in the share capital of the Company (the "Placing") at 2.25 pence per share.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild ("Bookbuild"), which will be launched immediately following the release of this Announcement. Stockdale Securities Limited ("Stockdale") is acting as Nominated Adviser and Broker to the Company in connection with the Placing.
The Company also announces that it proposes to raise up to, approximately, a further £0.47 million by way of an open offer to Qualifying Shareholders (the "Open Offer").
In addition, the Company provides below an update on trading.
Summary of the Placing
· Placing to raise a minimum of £2.3 million and a maximum of £3.0 million (both before expenses) by way of the Bookbuild which will open immediately following the release of this Announcement;
· The net proceeds of the Placing and the Open Offer will be used primarily to seek to deliver the potential of the Company's Verify product globally, particularly in the United States;
· Price per Placing Share and Open Offer Share will be 2.25 pence per share (the "Issue Price");
· The Placing is conditional upon, inter alia, Admission (defined below) which is expected to occur on 29 November 2018;
· The Company has received EIS Advance Assurance;
· The maximum number of Placing Shares being offered in the Placing represents approximately 63.5 per cent. of the Company's issued share capital prior to the Placing;
· The Placing will utilise some of the Company's existing shareholder authorities granted at the Company's general meeting held on 21 November 2018;
· The Placing is not underwritten; and
· The appendix to this Announcement (the "Appendix") (which forms part of this Announcement) contains the detailed terms and conditions of the Placing (the "Terms and Conditions").
Background to and reasons for the Placing
The Directors believe that further funds will enable Location Sciences to maintain its leading position in the UK location data and insights market and allow the Company to accelerate the growth of Verify, its leading location data verification product, both in the UK and overseas.
Use of proceeds
The Company is seeking to deliver the potential of its Verify product globally, particularly in the United States, and expects to use the gross proceeds of the Placing (based on a minimum Placing of £2.3 million) for the following purposes:
- £450,000 for US business development;
- £350,000 for US accreditation;
- £100,000 for UK business development;
- £50,000 for European business development;
- £50,000 for business development in the rest of the world;
- £250,000 costs of the transaction and adviser fees; and
- £1,050,000 for general working capital purposes
Details of the Placing
Stockdale is acting as Nominated Adviser and Broker to the Company in connection with the Placing.
The Bookbuild will be launched immediately following the release of this Announcement in accordance with the Terms and Conditions. The Bookbuild will determine demand for, and participation in, the Placing. The exact number of Placing Shares to be placed will be determined by the Company and Stockdale at the close of the Bookbuild and will be announced by the Company shortly thereafter. The Bookbuild is expected to close no later than 4.30 p.m. on 26 November 2018. However, Stockdale reserves the right to close the Bookbuild earlier or later without further notice. Allocations shall be determined by Stockdale and will be confirmed to placees orally by Stockdale following the close of the Bookbuild.
A further announcement will be made following the close of the Bookbuild.
Under the terms of the Placing, the Company intends to raise a minimum of £2.3 million and a maximum of £3.0 million (both before expenses). The maximum number of Placing Shares being offered in the Placing represents approximately 63.5 per cent. of the Company's issued share capital prior to the Placing. The Placing is being undertaken using some of the Company's existing shareholder authorities granted at the Company's general meeting held on 21 November 2018.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares including in respect of the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.
Members of the public are not entitled to participate in the Placing.
The Company has received the EIS Advance Assurance, meaning that HMRC would be able to authorise the Company to issue compliance certificates under section 204(1) of the ITA 2007 in respect of the Placing Shares following receipt of a form EIS1 satisfactorily completed.
The Company has applied for admission of the Placing Shares to trading on the AIM market of London Stock Exchange plc ("Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading will commence at 8.00 a.m. on 29 November 2018.
The Placing is conditional upon, inter alia, Admission becoming effective not later than 8.00 a.m. on 29 November 2018 (or such later time and/or date as the Company and Stockdale may agree not being later than 12 noon on 31 December 2018) and the placing agreement between the Company and Stockdale (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms. Further details of the Placing Agreement can be found in the Terms and Conditions.
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for the Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix), in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed Terms and Conditions of the Placing which are set out in the Appendix.
The Open Offer
The Company is proposing to raise up to approximately £0.47 million (before expenses) pursuant to the Open Offer at the Issue Price. The Open Offer will be made on a pre-emptive basis, allowing all Qualifying Shareholders with the opportunity to subscribe for 1 New Ordinary Share for every 10 Existing Ordinary Shares held at the Record Date.
The Open Offer will provide Shareholders with the opportunity to apply to acquire New Ordinary Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. There will also be the opportunity for Qualifying Shareholders to make applications for New Ordinary Shares in the Open Offer in excess of their pro rata entitlements which may be awarded to the extent that other Qualifying Shareholders do not take up their pro rata entitlements.
A further announcement will be made providing further information on and setting out full details of the Open Offer in conjunction with, or following, the announcement following the close of the Bookbuild.
Trading Update
Location Sciences is pleased to announce that it has reached the milestone of £100,000 of monthly revenue in October 2018. This is more than double the revenue run rate of close to £50,000 per month in August 2018, as announced in the Company's interim results statement on 5 September 2018.
This strong performance has been driven by growth in its UK data insights division with the majority of income now being generated through long term contracts or repeat revenues. The recently launched Verify product, for authenticating the accuracy of location-based advertising campaigns, is also gaining significant traction in the UK and US and the Company has signed contracts with two major UK media buying agencies in recent weeks, which includes London agency the7stars. The Directors believe that these recent contacts are a significant proof point in the roll out of Verify.
The Company is trading in line with market expectations.
For further information please contact:
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Location Sciences Group PLC |
Via Newgate Communications |
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Mark Slade, Chief Executive Officer |
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David Rae, Chief Financial Officer |
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Stockdale Securities Limited |
Tel: +44 (0)20 7601 6100 |
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Tom Griffiths Andy Crossley |
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Ed Thomas |
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Newgate Communications |
Tel: +44 (0)20 3757 6880 |
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Bob Huxford |
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Fiona Norman |
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About Location Sciences Group PLC:
Location Sciences helps companies connect the online world with the offline world using mobile location technology data. We combine cutting-edge mobile location data collection with proprietary machine learning analytics to create new value and insights from location information.
Location Sciences is media-agnostic and works with a variety of media, advertising and technology partners - plus the world's biggest brands. Our technology is well positioned to fulfil the need for greater accuracy and accountability in a growing market that is increasingly looking for superior data and verification.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
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"Act" |
the Companies Act 2006 as amended |
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"Admission" |
admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies |
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"AIM" |
the market of that name operated by the London Stock Exchange |
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"AIM Rules for Companies" |
the AIM Rules for Companies and guidance notes, as published from time to time by the London Stock Exchange (as amended from time to time) |
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"Articles of Association" |
the articles of association of the Company at the date of this announcement |
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"Company" or "Location Sciences" |
Location Sciences Group plc, a public limited company incorporated in England and Wales under registered number 06458458 and having its registered office at 3 Bunhill Road, London EC1Y 8YZ |
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"CREST" |
the relevant system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force |
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"Directors" |
the directors of the Company |
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"EIS Advance Assurance" |
advance assurance from HMRC that HMRC would be able to authorise the Company to issue compliance certificates under section 204(1) of the ITA 2007 in respect of the Placing Shares following receipt of a form EIS1 satisfactorily completed |
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"EIS Placing Shares" |
the New Ordinary Shares which are to be issued under the Placing to certain Placees seeking to benefit from EIS Relief |
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"EIS Relief" |
enterprise investment scheme relief pursuant to the provisions of Part 5 of the Income Tax Act 2007 |
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"EU" |
the European Union |
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"Euroclear" |
Euroclear UK and Ireland Limited, the operator of CREST |
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"Existing Ordinary Shares" |
ordinary shares of 1p each in the capital of the Company in issue at the date of this announcement |
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"FCA" |
the Financial Conduct Authority |
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"FSMA" |
the Financial Services and Markets Act 2000, as amended |
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"Group" |
the Company and its subsidiaries at the date of this announcement |
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"HMRC" |
Her Majesty's Revenue & Customs |
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"Investment Company Act" |
the US Investment Company Act of 1940 |
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"Issue Price" |
2.25p per Placing Share |
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"ITA 2007" |
the Income Tax Act 2007 |
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"London Stock Exchange" |
London Stock Exchange plc |
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"MAR" |
Market Abuse Regulation (596/2014) |
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"New Ordinary Shares" |
the new Ordinary Shares of 1p each in the capital of the Company to be issued pursuant to the Placing or, as the case may be, the Open Offer |
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"Open Offer" |
means the conditional invitation to Qualifying Shareholders of the Company to subscribe for New Ordinary Shares at the Issue Price on the terms and subject to the conditions to be set out in a circular to be published by the Company on or about 27 November 2018 |
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"Ordinary Shares" |
the Existing Ordinary Shares or the New Ordinary Shares as the circumstances dictate |
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"Placees" |
any person who has agreed to subscribe for New Ordinary Shares pursuant to the Placing |
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"Placing" |
the conditional placing by Stockdale of the Placing Shares with the Placees on the terms and conditions set out or referred to in the Placing Agreement |
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"Placing Agreement" |
the agreement dated 26 November 2018 and made between the Company and Stockdale |
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"Placing Shares" |
the New Ordinary Shares which are to be issued and allotted by the Company to Placees under the Placing |
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"Qualifying Shareholders" |
holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Shareholder who has a registered address in the United States or any of the other Restricted Jurisdictions) |
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"Record Date" |
close of business on 23 November 2018 |
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"Registrars" or "Share Registrars" |
Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ |
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"Regulatory Information Service" or "RIS" |
a regulatory information service that is approved by the FCA and that is on the list of regulatory information service providers as maintained by the FCA |
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"Securities Act" |
the US Securities Act of 1933 (as amended) |
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"Shareholders" |
holders of Ordinary Shares from time to time |
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"Sterling", "£", "pence" or "p" |
the lawful currency of the UK |
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"Stockdale" |
Stockdale Securities Limited, a company incorporated in England and Wales with registered number 00762818 |
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"Takeover Panel" |
the UK Panel on Takeovers and Mergers |
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"uncertificated" or "uncertificated form" |
recorded on the relevant register of Ordinary Shares as being held in Uncertificated Form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
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"United States", "USA", or "US" |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
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"VAT" |
value added tax |
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"VCT Placing Shares" |
the New Ordinary Shares which are to be issued under the Placing to certain Placees seeking to include the Placing Shares in a VCT Qualifying Holding |
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"VCT Qualifying Holding" |
a qualifying holding for the purposes of Chapter 4 of Part 6 of ITA 2007 |
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"$" |
US dollars, the lawful currency of the US |
APPENDIX TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THIS APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED THEREIN (TOGETHER, THE "ANNOUNCEMENT") 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, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE REPUBLIC OF IRELAND OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) ARE PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
INFORMATION TO DISTRIBUTORS
FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH OF (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND FOR NO OTHER PURPOSES, STOCKDALE SECURITIES LIMITED ("STOCKDALE") HAS CARRIED OUT AN ASSESSMENT OF THE ORDINARY SHARES AND HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").
ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (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 HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL CIRCUMSTANCES, STOCKDALE WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR OTHERWISE; 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 ORDINARY SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
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 OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR 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 SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. 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.
No action has been taken by the Company, Stockdale 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 the Placing Shares in any jurisdiction where action for that purpose is required.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan, the Republic of Ireland or New Zealand 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.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or New Zealand, or in any other jurisdiction. Accordingly, the Placing Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
This announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this announcement
Each person who is invited to and 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 subscribing for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
2.1. it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive;
2.2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:
2.2.1.the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Stockdale has been given to the offer or resale; or
2.2.2.where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
3. 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 this announcement;
4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and
5. 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 3 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.
No prospectus
No prospectus or other offering document has been or will be submitted to be approved by the FCA or any other regulatory body in any Relevant Member State in relation to the Placing or the Placing Shares.
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 not relied on any information, representation, warranty or statement made by or on behalf of Stockdale, the Company or any other person and none of Stockdale, the Company or any other person acting on such person's behalf nor any of their respective affiliates 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. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stockdale has today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Stockdale, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Issue Price, such subscription commitments being conditional upon the conditions (summarised below) being satisfied by the Company or otherwise waived by Stockdale.
The Placing Shares will, when issued, be subject to the Articles of Association and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Existing Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place at 8.00 a.m. on 29 November 2018 and that dealings in the Placing Shares on AIM will commence at the same time.
Principal terms of the Placing
1. Stockdale is acting as nominated adviser and broker to the Company, and as agent for and on behalf of the Company. Stockdale is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company 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 its customers or for providing advice in relation to the matters described in this announcement.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Stockdale to participate. Stockdale and any of its affiliates are entitled to participate in the Placing as principals.
3. The price per Placing Share will be payable by all Placees to Stockdale (as agent of the Company). The Issue Price and number of Placing Shares will be agreed between the Company and Stockdale at the close of the bookbuild and confirmed to Placees by telephone and/or email along with their final allocation and will be disclosed in the announcement confirming the result of the Placing.
4. Each Placee's allocation is determined by Stockdale in its discretion and has been or will be confirmed orally by Stockdale and a Form of Confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Stockdale and the Company, under which it agrees to 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 Appendix and in accordance with the Articles of Association. Except with Stockdale's prior written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.
5. Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to each such Placee by Stockdale. The terms and conditions of this Appendix will be deemed incorporated in that Form of Confirmation.
6. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Stockdale (as agent for the Company), to pay to Stockdale (or as Stockdale may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
7. 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 issued pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
8. All obligations of Stockdale under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
9. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
10. To the fullest extent permissible by law and applicable FCA rules, none of (a) Stockdale, (b) any of its affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a), any person connected with Stockdale as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Stockdale) or (d) any person acting on Stockdale'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, none of Stockdale or any of its 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 Stockdale and the Company may agree.
Further details regarding the EIS Placing Shares and VCT Placing Shares
The Company has received advance assurance from HMRC that HMRC would be able to authorise the Company to issue compliance certificates under section 204(1) of the ITA 2007 in respect of the Placing Shares following receipt of a form EIS1 satisfactorily completed. If the Company carries on activities beyond those disclosed to HMRC, then Shareholders may cease to qualify for the tax benefits. The Company has not received any advance assurance as regards whether the VCT Placing Shares will be regarded as being comprised in a VCT Qualifying Holding. The actual availability of EIS relief and qualifying status for VCT purposes would be contingent upon certain conditions being met by both the Company and the relevant investors.
Investors must take their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances and rely on it.
Registration and Settlement
Settlement of transactions in the Placing Shares will take place inside the CREST system
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST.
The Company will procure the delivery of the Placing Shares to CREST accounts operated by Stockdale for the Company and Stockdale will enter their delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
Interest may be charged in respect of payments not received for value at that time.
The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in Stockdale's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the bookbuild for the Placing, each Placee allocated Placing Shares in the Placing may be sent a conditional trade confirmation stating the number of Placing Shares, the Issue Price and the subscription amount payable to be allocated to it and will be required to provide Stockdale with funds sufficient to purchase such securities prior to the Settlement Date (see below).
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
It is expected that settlement will take place on 29 November 2018 in CREST on a basis in accordance with the instructions set out in the conditional trade confirmation. Settlement will be through Stockdale against CREST ID: MAMAY (as applicable).
Following the close of the bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a conditional trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Issue Price 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 applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with Stockdale.
If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the conditional trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Trade Date: 27 November 2018
Settlement Date: 29 November 2018 (Electronic)
ISIN code for the Placing Shares: GB00BGT36S19
SEDOL code for the Placing Shares: BGT36S1
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which none of the Company or Stockdale will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Stockdale in the event that the Company or Stockdale has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Stockdale accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of Stockdale under the Placing Agreement are, and the Placing is, conditional upon, inter alia:
a) none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading in any material respect at any time before Admission, and no fact or circumstance having arisen which would constitute a material breach of any of the warranties or undertakings given in the Placing Agreement or which would constitute a Specified Event (as defined in the Placing Agreement) which is material in the context of the Placing and Admission taken as a whole, in each case in the good faith opinion of Stockdale;
b) the performance by the Company of its obligations under the Placing Agreement to the extent they fall to be performed prior to Admission;
c) the Company issuing and allotting the Placing Shares prior to and, conditional only on Admission, in accordance with the Placing Agreement;
d) Admission occurring by not later than 8.00 a.m. on 29 November 2018 (or such later date as the Company and Stockdale may agree in writing, in any event being not later than 12.00 noon on 31 December 2018),
(All conditions to the obligations of Stockdale included in the Placing Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Stockdale may agree) the Placing Agreement and the rights and obligations in it shall terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
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 Stockdale, in its absolute discretion and Stockdale 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.
Stockdale may terminate the Placing Agreement in certain circumstances, details of which are set out below.
Neither Stockdale, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of Stockdale.
Termination of the Placing
Stockdale may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:
1. it comes to the attention of Stockdale that any of the warranties in the Placing Agreement were not true or accurate, or were misleading (a) when given or deemed given; or (b) at any time if they were to be repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) would no longer by true or accurate, or would be misleading; or
2. it comes to the attention of Stockdale that the Company has failed to comply with its obligations under the Placing Agreement, FSMA, the AIM Rules for Companies or other applicable law; or
3. it comes to the attention of Stockdale that any statement contained in, inter alia, this announcement or the investor presentation has become or is discovered to be untrue, inaccurate or misleading,
in each case in a respect which is material (in Stockdale's good faith opinion) in the context of the Placing and Admission as a whole.
Stockdale may also terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:
1. there shall have been, occurred, happened or come into effect any event or omission which materially (in the good faith opinion of Stockdale) and adversely affects the financial position and/or prospects of the Group as a whole, or which in the good faith opinion of Stockdale is or will or may be materially prejudicial to the Company or which materially and adversely affects the Company, the Placing or Admission or the subscription of Placing Shares by Placees; or
2. there shall have occurred any change in national or international financial, monetary, economic, political, environmental or stock market conditions, which in the good faith opinion of Stockdale will or is likely to be, materially prejudicial to the Group, the Placing, or Admission or the subscription of Placing Shares by Placees; or
3. the Group's situation is such that Admission may, in the good faith opinion of Stockdale, be detrimental to the ordinary operation or reputation of AIM.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this announcement shall 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 Stockdale that the exercise by the Company or Stockdale 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 Stockdale and that neither the Company nor Stockdale need make any reference to such Placee and that neither Stockdale, 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 of this Appendix and will not be capable of rescission or termination by it after the issue by Stockdale 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, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where Stockdale expressly agrees in writing to the contrary):
1. it has read and understood this announcement in its entirety and that its subscription for 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;
2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Placing;
3. the Existing Ordinary Shares are (and the New Ordinary Shares will be) admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing and neither Stockdale, 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; nor has it requested any of Stockdale, 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;
5. the content of this announcement is exclusively the responsibility of the Company and the directors and neither Stockdale nor any person acting on behalf of Stockdale or any of its affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this announcement, the investor presentation or any information previously published by or on behalf of the Company or any member of the Group;
6. neither Stockdale, 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 information contained in this announcement or the investor presentation;
7. 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;
8. it has not relied on any investigation that Stockdale, the Company or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
9. the content of this announcement has been prepared by and is exclusively the responsibility of the Company and the directors and that neither Stockdale, nor any person acting on its behalf 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 investor presentation 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 or the investor presentation. Nothing in this this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
10. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa, Japan, the Republic of Ireland or New Zealand and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Canada, Australia, the Republic of South Africa, Japan, the Republic of Ireland, New Zealand or in any country or jurisdiction where any such action for that purpose is required;
11. it and/or each person on whose behalf it is participating:
11.1. is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
11.2. has fully observed such laws and regulations;
11.3. has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
11.4. 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 Appendix) 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 for Placing Shares;
12. 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 will not be, a resident of, or with an address in, or subject to the laws of, Canada, Australia, the Republic of South Africa, Japan, the Republic of Ireland or New Zealand 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 Canada, Australia, the Republic of South Africa, Japan, the Republic of Ireland or New Zealand and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
13. the Placing Shares have not been, and will not be, registered under the 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 Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 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 Securities Act for the re-offer, resale, pledge or transfer of the Placing Shares;
14. the Company is not registered under the Investment Company Act and that the Company has put in place restrictions to ensure that it is not and will not be required to register under the Investment Company Act;
15. 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 Securities Act;
16. it is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S under the Securities Act;
17. if the Placing Shares are being acquired for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;
18. it (and any account for which it is purchasing) is acquiring the Placing Shares for investment purposes only and is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof in violation of the Securities Act or any other securities laws of any state or other jurisdiction of the United States;
19. the Company is not obliged to file any registration statement in respect of any resales of the Placing Shares in the United States with the US Securities and Exchange Commission or with any securities administrator of any state or other jurisdiction of the United States;
20. if in the future it decides to offer, sell, transfer, assign or otherwise dispose of the Placing Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act;
21. 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;
22. neither Stockdale, any of its affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Stockdale and Stockdale has 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;
23. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Stockdale 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, failing which the relevant Placing Shares may be placed with others on such terms as Stockdale may, in its 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;
24. no action has been or will be taken by any of the Company, Stockdale 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;
25. 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 Stockdale 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 acquire Placing Shares pursuant to the Placing and agrees to pay the Company and Stockdale 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 Stockdale or transferred to a CREST stock account of Stockdale who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
26. 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 Stockdale 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);
27. 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;
28. it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Order and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) of the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
29. 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 FSMA) relating to Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges:
29.1. 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 FSMA in respect of anything done in, from or otherwise involving the United Kingdom);
29.2. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of Stockdale has been given to the offer or resale;
29.3. it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;
29.4. neither Stockdale nor any of its 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, the investor presentation 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 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;
29.5. neither Stockdale, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of Stockdale, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing 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 Stockdale's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
29.6. acknowledges and accepts that Stockdale may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise and, except as required by applicable law or regulation, Stockdale will not make any public disclosure in relation to such transactions;
29.7. Stockdale and its 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 Stockdale and/or any of its affiliates, acting as an investor for its or their own account(s). Neither Stockdale nor 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;
29.8. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
29.9. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
29.10. in order to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Stockdale (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Stockdale or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Stockdale's absolute discretion (as the case may be) or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Stockdale's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Stockdale (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Stockdale and/or the Company may, at its absolute discretion, terminate its 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;
29.11. acknowledges that 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 Stockdale's conduct of the Placing;
29.12. 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;
29.13. it irrevocably appoints any duly authorised officer of Stockdale as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe upon the terms of this announcement;
29.14. the Company, Stockdale 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 Stockdale on its own behalf and on behalf of the Company and are irrevocable;
29.15. 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 account;
29.16. time is of the essence as regards its obligations under this Appendix;
29.17. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Stockdale;
29.18. the Placing Shares will be issued subject to these terms and conditions of this Appendix; and
29.19. these terms and conditions and all documents into which they are 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 Stockdale in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
30. by participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Stockdale 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 representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Stockdale, 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 Appendix shall remain in full force and effect after 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 Stockdale 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 should notify Stockdale 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 Stockdale in the event that the Company and/or Stockdale has incurred any such liability to such taxes or duties; and
31. the representations, warranties, acknowledgements and undertakings contained in this this Appendix are given to Stockdale for itself and on behalf of the Company and are irrevocable;
Each Placee and any person acting on behalf of the Placee acknowledges that Stockdale do not owe any fiduciary or other duties to any Placee in respect of any 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 Stockdale may (at its absolute discretion) satisfy its obligation 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 Stockdale, any money held in an account with Stockdale 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 Stockdale's 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 price of shares and any income expected from them may go down as well as up and investors may not receive the full amount invested upon disposal of the Placing 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 or sold 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.
Pursuant to the General Data Protection Regulation as implemented in the UK by the Data Protection Act 2018 ("GDPR") the Company and/or Stockdale may hold personal data (as defined in the GDPR) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Company and/or Stockdale will only process such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data to the extent and in such manner as is necessary for the performance of their obligations under the contractual arrangements between them, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares; (c) provide personal data to such third parties as the Company and/or Stockdale may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the GDPR may require, including to third parties outside the EEA; and (d) without limitation, provide such personal data to their respective affiliates for processing, notwithstanding that any such party may be outside the EEA; and (e) process its personal data for the Company's and/or Stockdale's internal administration.
By becoming registered as a holder of Placing Shares, it acknowledges and agrees that the processing by the Company and/or Stockdale of any personal data relating to it in the manner described above is undertaken: (a) for the purposes of performance of the contractual arrangements between them; and (b) to comply with applicable legal obligations. In providing the Company and/or Stockdale with information, it hereby represents and warrants to each of them that it has notified any data subject of the processing of their personal data (including the details set out above) by the Company and/or Stockdale and their respective affiliates and group companies, in relation to the holding of, and using, their personal data for the Purposes. Any individual whose personal information is held or processed by a data controller has the right: (a) to ask for a copy of their personal information held; (b) to ask for any inaccuracies to be corrected or for their personal information to be erased; (c) object to the ways in which their information is used, and ask for their information to stop being used or otherwise restricted; and (d) to ask for their personal information to be sent to them or to a third party (as permitted by law). A data subject seeking to enforce these rights should contact the relevant data controller. Individuals also have the right to complain to the UK Information Commissioner's Office about how their personal information has been handled.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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