Proposed Placing and Acquisition of Optima Health
The headline for the Marlowe announcement released on 20 January 2022 at 7.00am under RNS No 0702Z should read "Proposed Placing and Acquisition of Optima Health".
The announcement text is unchanged and is reproduced in full below.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE ANY SECURITIES OF THE COMPANY.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF The Market Abuse Regulation (EU) 596/2014 AS AMENDED BY REGULATION 11 OF the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
20 January 2022
Marlowe plc
("Marlowe", the "Company" or the "Group")
Acquisition of Optima Health
Proposed Placing to raise c.£130 million by way of an accelerated bookbuild
Marlowe, the leader in business-critical services and software which assure regulatory compliance, announces that it has entered into a binding agreement to acquire Optima Health Group Limited ("Optima") for £135 million (the "Acquisition").
Highlights
· £135 million acquisition of Optima, the leading provider of technology-enabled Occupational Health services in the UK, is consistent with the Group's strategy to become the leader in the Occupational Health sector, a core compliance market for Marlowe within its Governance, Risk & Compliance ("GRC") division. Following the Acquisition GRC will contribute in the region of 60% of the Group's annualised profits.
The Board expects the Acquisition to be 10%+ accretive to Marlowe's adjusted earnings per share in the first 12 months post-completion.
· Optima provides services which assure the health and wellbeing of employees in line with the Health & Safety At Work Act 1974, lowering workplace risk and increasing corporate productivity. Optima serves private and public sector customers throughout the UK and generates revenue of £68 million and adjusted EBITDA of £11 million.
· Optima is a major step in the Marlowe compliance vision and confirms our position as leader in the regulatory compliance software and service arena in line with our Deepen, Broaden, Strengthen & Digitalise growth strategy.
· The Group expects to generate synergies of at least £2 million in the first 12 months post -completion through the combination of Optima with its existing Occupational Health business.
· Pre-synergies the Acquisition will increase Marlowe's run rate revenues and adjusted EBITDA to c.£400 million and c.£71 million respectively, with an adjusted Divisional EBITDA margin of c.19%.
· The Acquisition builds further confidence in achieving the Group's previously stated target of achieving £100 million of run-rate adjusted EBITDA materially ahead of the original end of FY2024 target.
· The Group is launching a placing to raise c.£130 million to fund the Acquisition. Following the Acquisition the Group will have proforma net debt of 1.5x Adjusted EBITDA and be strongly positioned to continue consolidating its fragmented compliance service and software markets.
The Group announces a proposed placing to raise gross proceeds of c.£130 million through the issue of new ordinary shares of 50 pence each (the "Placing Shares") at the Placing Price to new and existing investors (the "Placing"). The net proceeds of the Placing will be used to fund the Acquisition consideration. Funding the Acquisition via the Placing and the issue of the Placing Shares will further strengthen the Group's financial position and will, in conjunction with an intended refinancing of the Company's existing banking facilities currently expected to conclude in early 2022, create significant capacity for further growth.
The Placing will be conducted by way of an accelerated bookbuild process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. Further details in relation to the Placing are set out below.
Alex Dacre, Chief Executive of Marlowe plc, said:
"The acquisition of Optima significantly strengthens our Governance, Risk and Compliance division and builds further confidence in the delivery of our FY 2024 strategy, which is materially ahead of schedule. Optima provides technology-enabled occupational health services, assuring the health and wellbeing of employees and aligning companies to regulatory requirements. The combination of Optima with our existing GRC businesses is highly complementary and will enable us to offer customers a broader range of services whilst delivering synergies. The proposed fundraising, alongside an intended refinancing of our existing bank facilities, will enable us to deliver on our strategy at pace with significant capacity for further acquisition-led growth."
The Acquisition
Headquartered in Redditch, UK with operational hubs in Glasgow, Sheffield, London and Taunton, Optima is the UK's leading provider of technology enabled corporate health and wellbeing solutions. It aims to empower organisations to bring out the best in their people by actively managing their health and wellbeing, and it supports workplace wellbeing with digitally connected health solutions. Optima leverages its proprietary technology and flexible delivery model to foster healthy high performance, underpinned by a robust clinical governance framework. Optima has c. 1000 employees, of which c. 600 are clinical professionals.
Optima is part of a £1 billion UK Occupational Health market, which is growing at 4-5% per annum. Increasing corporate and societal focus on employee health and wellbeing is driving the structural growth in this market, as are trends towards outsourcing and digitalisation.
Optima helps its customers stay compliant with health & safety regulations and saves costs by improving employee wellbeing and productivity and reducing absence. The economic cost of absence and presenteeism is estimated to be £90 billion per annum in the UK.
The Acquisition will increase the Group's run rate revenues and adjusted EBITDA (pre-synergies) to c.£400 million and c.£71 million respectively, with an adjusted Divisional EBITDA margin of c.19%. The Acquisition will also increase Marlowe's GRC division run rate revenues and adjusted EBITDA (pre-synergies) by 74% and 38%, to c.£157 million and c.£40 million respectively - representing c.40% of Group revenues and c.56% of Group EBITDA on a run-rate basis.
In addition, the Group expects to generate significant cost and revenue synergies through the combination of Optima with its existing Occupational Health division, including cost savings on property, back-office, IT and other duplicated costs. These are expected to be at least £2 million in the 12 months post completion. Marlowe has a well-rehearsed process for integration in its Occupational Health business with a dedicated integration team who have a successful track record of integrating bolt-on acquisitions.
In the year to 31 December 2020, Optima generated revenues of £56.4 million and adjusted EBITDA of £4.8 million. As at 30 September 2021, on a last twelve months basis, Optima generated revenues of £66.3 million and adjusted EBITDA of £9.4 million and had net assets of £22.0 million, excluding private equity loan notes. For the year ended 31 December 2021, Optima is expected to generate £67.9 million of revenue and a pro-forma adjusted EBITDA of £10.7 million.
The Acquisition is conditional on, inter alia, admission of the Placing Shares to trading on AIM. The Acquisition consideration of £135 million, of which £6 million is proposed to be re-invested by Optima senior management into a future Group occupational health business incentive scheme, is payable in cash on completion and shall be funded from the net proceeds of the Placing and the Group's existing cash resources.
For further information:
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Marlowe plc
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www.marloweplc.com |
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Alex Dacre, Chief Executive |
Tel: +44 (0) 203 841 6194 |
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Adam Councell, Chief Financial Officer |
IR@marloweplc.com |
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Julian Wais, Head of Investor Relations |
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Cenkos Securities plc Nominated Adviser, Joint Broker & Lead Bookrunner |
Tel: +44 (0)20 7397 8900 |
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Nicholas Wells |
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Ben Jeynes |
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George Lawson |
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Joh. Berenberg, Gossler & Co. KG, London Branch Joint Broker & Lead Bookrunner |
Tel: +44 (0)20 3207 7800 |
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Mark Whitmore |
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Ben Wright |
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Dan Gee-Summons |
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Stifel Nicolaus Europe Limited Bookrunner |
Tel: +44 (0)20 7710 7600 |
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Matthew Blawat |
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Francis North |
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FTI Consulting |
Tel: +44 (0)20 3727 1340 |
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Nick Hasell |
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Alex Le May |
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About Marlowe plc
Marlowe is a UK leader in business-critical services and software which assure safety and regulatory compliance. The company was formed to create sustainable shareholder value through the acquisition and development of businesses that provide regulated safety and compliance services. It is focused on compliance software, eLearning, health & safety, employment law and HR compliance, fire safety & security, water & air hygiene and occupational health services - all of which are vital to the wellbeing of its customers operations and are invariably governed by regulation. Marlowe currently provides software to over 1 million users and services to over 25% of Britain's commercial premises. The Group provides customers with a single outsourced, nationwide, provider of a range of regulated compliance and safety solutions. Our customers can be found in office complexes, high streets and leisure facilities, manufacturing plants and industrial estates, and include thousands of SMEs, local authorities, facilities management providers, multi-site NHS trusts and FTSE 100 companies.
Proposed Placing
The Group is proposing to raise gross proceeds of c.£130 million through the issue of the Placing Shares at the Placing Price. The net proceeds of the Placing (expected to be approximately £126.7 million) will be used to satisfy the Acquisition consideration. Notably, the management of Optima will be reinvesting £6 million into the Acquisition.
The Placing will be conducted by way of an accelerated bookbuild process ("Bookbuild") which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. Cenkos and Berenberg are acting as lead bookrunners in connection with the Placing, and Stifel is acting as bookrunner (together, the "Bookrunners"). The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares will be determined at the discretion of the Group, Cenkos, Berenberg and Stifel.
The Bookrunners reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand.
A further announcement will be made following closing of the Placing, confirming the final details.
The issue of the Placing Shares is not conditional on Shareholder approval.
Structure of the Placing
Marlowe intends to issue the Placing Shares by way of a non pre-emptive cashbox placing. This structure has been chosen as it minimises time to completion and management time. The Board has consulted with the Company's major shareholders, ahead of the release of this Announcement, who have endorsed this strategy and the consultation has confirmed the Boards' view that the Placing is in the best interest of shareholders, as well as wider stakeholders in the Group.
The Company and Berenberg have agreed to subscribe for ordinary shares in Project Ohio (Jersey) Limited ("JerseyCo"). The funds received from Placees taking up Placing Shares will be paid to an account with Berenberg. Berenberg (acting as principal) will apply the net proceeds of the Placing in such account to subscribe for redeemable preference shares in JerseyCo.
The Company will allot and issue the Placing Shares to those persons entitled to them in consideration for Berenberg transferring its holdings of ordinary shares and redeemable preference shares in JerseyCo to the Company. Accordingly, instead of receiving cash consideration for the issue of Placing Shares, following completion of the Placing, the Company will own the entire issued share capital of JerseyCo, whose principal assets will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing. The Company will then be able to access those funds by redeeming the redeemable preference shares it holds in JerseyCo, or, alternatively, during any interim period before redemption, by procuring that JerseyCo lends the amount to the Company.
Accordingly, by taking up or purchasing Placing Shares under the Placing and submitting a valid payment in respect thereof, a Placee instructs Berenberg to hold such payment on behalf of Berenberg and: (i) to the extent of a successful application under the Placing, to apply such payment on behalf of Berenberg solely for Berenberg to subscribe (as principal) for redeemable preference shares in JerseyCo; and (ii) to the extent of an unsuccessful application under the Placing, to return the relevant payment without interest to the applicant.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below.
The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
Application will be made for the Placing Shares to be admitted to trading on AIM. It is expected that Admission of the Placing Shares will become effective and that dealings in the Placing Shares will commence on AIM on 24 January 2022.
The Placing Shares will rank, on issue, pari passu in all respects with the Existing Ordinary Shares and will be issued free from all liens, charges and encumbrances.
Placing Agreement
On 20 January 2022, the Company, Cenkos, Berenberg and Stifel entered into the Placing Agreement pursuant to which Cenkos, Berenberg and Stifel agreed, subject to certain conditions, to use their reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing. The obligations of the Bookrunners under the Placing Agreement are conditional, inter alia, upon:
(i) the Acquisition Agreement not having lapsed, been terminated or rescinded (or allegedly been terminated or rescinded) and having been completed in accordance with its terms (excluding the condition relating to Admission);
(ii) the Admission of the Placing Shares occurring not later than 24 January 2022 or such later time and/or date as the Bookrunners and the Company may agree (but in any event not later than 7 February 2022 ) ; and
(iii) the Company having complied in all material respects with its obligations which fall to be performed on or prior to Admission under the Placing Agreement, the Option Agreement and the Subscription and Transfer Agreement.
Under the Placing Agreement, which may be terminated by Cenkos, Berenberg and Stifel in certain circumstances prior to Admission, the Company has given certain warranties and indemnities to Cenkos, Berenberg and Stifel concerning, inter alia, the accuracy of the information contained in this Announcement. The Placing is not being underwritten.
The Company has undertaken to the Bookrunners that, between the date of the Placing Agreement and 60 days after the date of Admission, it will not, without the prior written consent of the bookrunners (such consent not to be unreasonably withheld or delayed) enter into certain transactions involving the ordinary shares, subject to certain customary carve-outs.
Expected Timetable of Principal Events
2022
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Announcement of the Acquisition and Placing |
7.00 a.m. on 20 January |
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Latest date for announcement of the results of the Placing |
8.00 a.m. on 21 January |
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Admission and commencement of dealings of the Placing Shares |
8.00 a.m. on 24 January |
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Placing Shares credited to CREST stock accounts |
24 January |
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Despatch of definitive share certificates for Placing Shares, if applicable |
week commencing 7 February |
Notes:
(i) References to times are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the revised times and/or dates will be notified by the Group via an announcement to an RIS.
(iii) The timing of the events in the above timetable are indicative only.
Definitions
The following definitions apply throughout this Announcement, unless the context requires otherwise or unless it is otherwise specifically provided:
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IMPORTANT NOTICE
This Announcement, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada (save to accredited investors and permitted clients), Australia (save to professional investors and sophisticated investors), Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The Placing Shares referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, expect pursuant to an applicable exemption from registration. No public offering of Placing Shares is being made in the United States.
This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company or the Bookrunners or any of their respective directors, officers, partners, agents, employees, advisers or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This Announcement is directed only at: (a) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended), (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 "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc." in Article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended ("FSMA") or (c) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, Investors represent and agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.
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.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by the Bookrunners or any other person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation or the Prospectus Regulation) to be published.
Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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 Group.
Cenkos and Stifel are authorised and regulated in the United Kingdom by the FCA, and Berenberg is authorised and regulated by the Federal Financial Supervisory Authority in Germany and subject to limited regulation in the UK by the Financial Conduct Authority. The Bookrunners are acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos, Stifel and Berenberg or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Cenkos, Berenberg or Stifel or by their affiliates or their respective agents, directors, officers, partners, employees and advisers as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to trading on AIM.
The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
Notice to distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules") , and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cenkos, Stifel and Berenberg will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "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 EU 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, Cenkos, Stifel and Berenberg are only procuring 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 of 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 - TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"), (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 "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
(a) Introduction
These terms and conditions apply to persons making an offer to acquire Placing Shares under the Placing, unless otherwise specifically agreed. Each person to whom these conditions apply, as described above, who confirms his agreement to any of the Bookrunners (whether orally or in writing) to acquire Placing Shares under the Placing (an "Investor") hereby agrees with the Bookrunners and the Company to be bound by the trade confirmation issued by the relevant Bookrunner to such Investor and these terms and conditions, unless otherwise specifically agreed, being the terms and conditions upon which Placing Shares will be sold under the Placing. An Investor shall, without limitation, become so bound when a Bookrunner confirms to such Investor its allocation of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the Placing, an Investor shall be contractually committed to acquire the number of Placing Shares allocated to them at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.
The Placing is not being underwritten. The Bookrunners reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand.
(b) Application for Admission
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 24 January 2022 .
(c) Bookbuilding Process
Commencing today, the Bookrunners will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.
(d) Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners.
The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing at the Placing Price.
The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 8.00 a.m. on 21 January 2022, but may be closed at such earlier or later time as the Bookrunners may, in their absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Placing Price.
A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunners' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone or in writing to its usual sales contact at either Cenkos, Berenberg or Stifel. Each bid should state the number of Placing Shares that the prospective Placee wishes to subscribe for at the Placing Price. If successful, the relevant Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. A Bookrunner's confirmation (either oral or written) of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by the relevant Bookrunner to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.
The Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Bookrunners.
Each Placee's obligations will be owed to the Company and to the relevant Bookrunner. Following the oral or written confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner to pay to the relevant Bookrunner (or as the relevant Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee.
To the fullest extent permissible by law, none of the Bookrunners, any subsidiary of the Bookrunners, any branch, affiliate or associated undertaking of the Bookrunners or any such subsidiary, nor any of their respective directors, officers, partners, employees, agents or advisers (each a "Bookrunner Affiliate") nor any person acting on their behalf shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Bookrunners, any Bookrunner Affiliate nor any person acting on their behalf shall have any responsibility or liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Bookrunners may determine.
All obligations of the Bookrunners under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".
(e) 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 the Bookrunners under the Placing Agreement are conditional, among other things, upon:
(i) the release of this Announcement;
(ii) the Acquisition Agreement not having lapsed, been terminated or rescinded (or allegedly been terminated or rescinded) and having been completed in accordance with its terms (excluding the condition relating to Admission);
(iii) the Admission of the Placing Shares occurring not later than on 24 January 2022 , or such later time and/or date as the Bookrunners and the Company may agree (but in any event not later than on 7 February 2022 ) ;
(iv) the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at Admission;
(v) the Option Agreement and the Subscription and Transfer Agreement having duly executed and delivered by the parties thereto and there having occurred no event of default or breach of the terms thereof and the Option Agreement and the Subscription and Transfer Agreement remaining in full force and effect and having become wholly unconditional (save for any conditions therein relating to Admission);
(vi) there not having arisen or occurred before Admission any matter, fact, circumstance or event, such that in the opinion of any of the Bookrunners, a circular or announcement is required to be made unless a document has been published or an announcement has been released to a RIS; and
(vii) the Company having complied with its obligations and undertakings under the Placing Agreement to the extent they fall to be performed prior to Admission.
If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Bookrunners), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.
Neither of the Bookrunners, any Bookrunner Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Company Affiliate") 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition in the Placing Agreement or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners.
By participating in the Placing, each Placee agrees that the Bookrunner's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Each Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, where any warranty or undertaking was, when given, untrue, inaccurate or misleading, or where any warranty is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the relevant time, where the Company has failed to comply with certain of its obligations under the Placing Agreement, or upon the occurrence of a force majeure event or a material adverse change in the financial or trading position or prospects of any member of the Group.
By participating in the Placing, each Placee agrees with its respective Bookrunner that the exercise by the Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that the Bookrunners and the Company need not make any reference to, or consultation with, the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, the Bookrunners, any Bookrunner Affiliate nor any Company Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.
(g) No Prospectus
No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the UK Prospectus Regulation or the Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information), Bookrunners (other than the amount of the relevant Placing participation in the oral or written confirmation given to Placees and the trade confirmation referred to below), any Bookrunner Affiliate, any persons acting on its or their behalf or the Company or any Company Affiliate and neither the Bookrunners, any Bookrunner Affiliate, nor any persons acting on their respective behalf, the Company, any Company Affiliate nor any persons acting on their respective behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with its respective Bookrunner, for itself and as agent for the Company that (except for, in relation to the Company, the information contained in this Announcement) it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means as they may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Placing Shares
|
Trade Date |
on 20 January 2022 |
|
Settlement Date |
on 24 January 2022 |
|
ISIN Code |
GB00BD8SLV43 |
|
SEDOL |
BD8SLV4 |
|
Deadline for input instruction into CREST |
on 21 January 2022 |
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant Bookrunner and settlement instructions. Placees should settle against the CREST ID provided to them by either Cenkos, Stifel or Berenberg. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Cenkos, Berenberg or Stifel, as applicable.
The Company will deliver the Placing Shares to a CREST account operated by Berenberg as agent for the Company and Berenberg will enter its delivery (DEL) instruction into the CREST system. Berenberg will hold any Placing Shares delivered to this account as nominee for the Placees. 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.
It is expected that settlement will take place on the settlement date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Bookrunners.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Bookrunner may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the relevant Bookrunner's own account and profit, 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 such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, none of the Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on 24 January 2022 (or such later time and/or date as the Company and the Bookrunners may agree) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) the trade confirmation mentioned under paragraph (a) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Placing Price. The number of Placing Shares acquired by such Investor under the Placing shall be in accordance with the arrangements described above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the Placing Shares acquired by such Investor in such manner as shall be directed by the relevant Bookrunner or Berenberg. In the event of any failure by an Investor to pay as so directed, the relevant Investor shall be deemed hereby to have appointed the relevant Bookrunner, Berenberg or their respective nominee to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment has not been made as so directed and to have agreed to indemnify on demand that relevant Bookrunner in respect of any liability for stamp duty and/or stamp duty reserve tax (together with any interest and penalties) arising in respect of any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent applicable, any person confirming his agreement to acquire Placing Shares on behalf of an Investor or authorising any of the Bookrunners to notify an Investor's name to the Registrars, is deemed to irrevocably acknowledge, confirm, agree, undertake, represent and warrant to each Bookrunner, the Registrars and the Company that:
(i) it has read and understood this Announcement, including this Appendix, in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. It agrees that these terms and conditions and the trade confirmation issued by either Cenkos, Berenberg or Stifel to it represent the whole and only agreement between the Investor, the relevant Bookrunner and the Company in relation to the Investor's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. It agrees that none of the Company, the Company Affiliates, the Bookrunners nor the Bookrunner Affiliates will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(ii) that certain Ordinary Shares are admitted to trading on the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with Market Abuse Regulation and the rules and practices of the London Stock Exchange and/or the FCA (collectively, the "Exchange Information"), 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 similar statements for preceding financial years and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information;
(iii) the content of this Announcement is exclusively the responsibility of the Company and the Directors and that neither the Bookrunners, nor the Bookrunner Affiliates or acting on their respective behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. It further represents, warrants and agrees that the only information on which it is entitled to rely and on which it has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Bookrunners or the Company and none of the Bookrunners or the Company will be liable for its decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
(iv) it has conducted and acknowledges and agrees that it has relied on its own investigation with respect to the business, financial or other position in the Company and the Group as a whole and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Investor deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Investor has concluded that an investment in the Placing Shares is suitable for it or, where the Investor is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;
(v) it has not relied on the Bookrunners or any Bookrunner Affiliate in connection with any investigation of the accuracy of any information contained in this Announcement or the Exchange Information, or its investment decision;
(vi) it has not relied on any information relating to the Company contained in any research reports prepared by the Bookrunners, any Bookrunner Affiliate or any person acting on the their behalf and understands that none of the Bookrunners, any Bookrunner Affiliate nor any person acting on their respective behalf (i) has or shall have any liability for public information or any representation; (ii) has or shall have any liability for any additional information that has otherwise been made available to it, whether at the date of publication, the date of this Announcement or otherwise; or (iii) makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
(vii) in agreeing to acquire Placing Shares under the Placing, it is relying on this Announcement and not on any draft hereof or other information or representation concerning the Group, the Placing or the Placing Shares. It agrees that neither the Company nor the Bookrunners nor their respective officers, directors, agents, employees or advisers will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(viii) acknowledges and agrees that it will not hold any of the Bookrunners or any Bookrunner Affiliates or any person acting on their respective behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that none of the Bookrunners or any Bookrunner Affiliates or any person acting on their respective behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
(ix) that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Group taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Bookrunners, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, any Company Affiliate, the Bookrunners, any Bookrunner Affiliate or any person acting on their respective behalf for all or part of any such loss or losses it or they may suffer;
(x) none of the Bookrunners are making any recommendations to it or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Placing, and it acknowledges that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunners and that the Bookrunners are acting for the Company and no one else, and the Bookrunners will not be responsible to anyone else for the protections afforded to its clients, and that the Bookrunners will not be responsible for anyone other than the Company for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangements or other matters referred to herein, and the Bookrunners will not be responsible for anyone other than the relevant parties to the Placing Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of the Bookrunner's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
(xi) save in the event of fraud on its part (and to the extent permitted by the rules of the Financial Conduct Authority), neither the Bookrunners nor their respective directors, officers, partners, employees, agents or advisers shall be liable to it for any matter arising out of the role of the Bookrunners as the Company's brokers (and in the case of Cenkos, as nominated adviser to the Company pursuant to the AIM Rules) or otherwise, and that where any such liability nevertheless arises as a matter of law each Investor will immediately waive any claim against the Bookrunners and their respective directors and employees which an Investor may have in respect thereof;
(xii) that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (iii) it has not taken any action which will or may result in the Company, the Bookrunners, any Company Affiliate, any Bookrunner Affiliate or any person acting on their respective behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing;
(xiii) it has complied with all applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise, and it will not infringe any such applicable laws and regulations as a result of its agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from its rights and obligations under its agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;
(xiv) the Investor has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Investor in relation to the Placing in, from or otherwise involving the UK;
(xv) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Bookrunners, any Bookrunner Affiliate, the Company or any Company Affiliate acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
(xvi) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable it lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. Its entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate: (a) its constitutional documents; or (b) any agreement to which it is a party or which is binding on it or its assets;
(xvii) it understands that no action has been or will be taken in any jurisdiction by the Company, the Bookrunners or any other person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required; and that, if it is in a relevant EEA member state or the United Kingdom, it is: (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legal entity which has two or more of: (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43,000,000; and (c) an annual net turnover of more than €50,000,000, in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and the UK Prospectus Regulation (as applicable) or other applicable laws; or (iv) in the case of any Placing Shares acquired by an Investor as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation and the UK Prospectus Regulation (as applicable), either:
(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 placing or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Regulation Rules, or in circumstances in which the prior consent of the Bookrunners has been given to the placing or resale; or
(B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the placing of those Placing Shares to it is not treated under the Prospectus Regulation Rules as having been made to such persons;
(xviii) to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;
(xix) acknowledges that (i) the Placing Shares have not been and will not be registered under the Securities Act or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa or where to do so may contravene local securities laws or regulations; (ii) subject to certain exceptions the Placing Shares are being offered and sold outside the United States in reliance on Regulation S; and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except in transactions not requiring registration under the Securities Act;
(xx) it represents and warrants that, subject to certain exceptions, (a) each of it and each beneficial owner of the Placing Shares for whom it is acting is and at the time the Placing Shares are acquired will be, located outside the United States and is and will be acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S and (b) it will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" in accordance with Regulation S or in the United States pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
(xxi) it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or any form of directed selling efforts (as defined in Regulation S);
(xxii) if it is acquiring the Placing Shares for the account of one or more other persons: (i) it is duly authorised to do so and has full power and authority to make, and does make, the representations, warranties, agreements and acknowledgements herein on behalf of each such account; and (ii) it is and will remain liable to the Bookrunners and the Company for the performance of all its obligations as an Investor in respect of the Placing (regardless of the fact that it is acting for another person);
(xxiii) the Company, the Registrars or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Investor, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;
(xxiv) it invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;
(xxv) it or, where it is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;
(xxvi) there may be adverse consequences to the Investor under tax laws in other jurisdictions resulting from an investment in the Placing Shares and the Investor has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;
(xxvii) it is not a resident of Australia (other than in the case of professional investors and sophisticated investors resident in Australia), Canada (other than in the case of accredited investors and permitted clients), Japan, the Republic of South Africa or any other Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of Australia, Canada, Japan, the Republic of South Africa or any other Restricted Jurisdiction and, subject to certain exceptions, the Placing Shares may not be offered or sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;
(xxviii) if the Investor is resident in Australia, it is a "professional investor" or a "sophisticated investor" within the meaning of sections 708(11) and 708(8) respectively of the Australian Corporations Act 2001 (Cth);
(xxix) if the Investor is resident in Canada, it is: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws;
(xxx) none of the funds that it is using to purchase the Securities are to its knowledge, proceeds obtained or derived, directly or indirectly, as a result of illegal activities, are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") and to the best of its knowledge such funds (i) have not been or will not be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are not being tendered on behalf of a person or entity (A) with whom the Company or the Bookrunners would be prohibited from dealing with under applicable money laundering, terrorist financing, economic sanctions, criminal or other similar laws or regulations or (B) who has not been identified to the Bookrunners;
(xxxi) that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. It is 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 UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares. It agrees to indemnify each of the Bookrunners, the Bookrunner Affiliates, the Company and the Company Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Berenberg who will hold them as nominee on behalf of such Investor until settlement in accordance with its standing settlement instructions;
(xxxii) in the case of a person who confirms to any of the Bookrunners on behalf of an Investor an agreement to acquire Placing Shares under the Placing and/or who authorises any of the Bookrunners to notify such Investor's name to the Registrars, that person represents that he has authority to do so on behalf of the Investor;
(xxxiii) it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and in connection with money laundering and terrorist financing under the Money Laundering Regulations 2017 and the Money Laundering Sourcebook of the FCA and any other applicable law, regulations or guidance issued, administered or enforced by any government agency having jurisdiction in respect thereof (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. If within a reasonable time after a request for verification of identity, the Bookrunners have not received such satisfactory evidence, the Bookrunners may, in their absolute discretion, terminate the Investor's Placing participation in which event all funds delivered by the Investor to the Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
(xxxiv) it agrees that, due to anti-money laundering and the countering of terrorist financing requirements, any of the Bookrunners and/or the Company may require proof of identity of the Investor and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by it or the Investor to produce any information required for verification purposes, any of the Bookrunners and/or the Company may refuse to accept the application and the moneys relating thereto. The Investor holds harmless and will indemnify the Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
(xxxv) it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Investors or sold as the Bookrunners may in their absolute discretion determine and without liability to it. It will, however, 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 Placing Shares on its behalf;
(xxxvi) 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 liability under any of sections 67, 70, 93 and 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 to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
(xxxvii) if the Investor is in the UK, the Investor is a person: (i) who has professional experience in matters relating to investments falling within article 19(5) of the FPO; or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the FPO or (ill) is a person to whom this announcement may otherwise be lawfully communicated, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the Financial Conduct Authority Conduct of Business Rules;
(xxxviii) if it is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex 11/Article 24 (2) of MiFID and is not participating in the Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis;
(xxxix) each Investor in a relevant member state of the EEA or the United Kingdom who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of the Bookrunners and the Company that: (i) it is a qualified investor within the meaning of the law in that relevant member state implementing Article 2(e) of the Prospectus Regulation or the UK Prospectus Regulation (as applicable); 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 Prospectus Regulation or the UK Prospectus Regulation (as applicable): (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 any relevant member state other than qualified investors, as that term is defined in the Prospectus Regulation and the UK Prospectus Regulation, or in other circumstances falling within Article 3(2) of the Prospectus Regulation or the UK Prospectus Regulation (as applicable) and the prior consent of the Bookrunners has been given to the offer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state or the United Kingdom other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation and UK Prospectus Regulation as having been made to such persons;
(xl) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
(xli) represents and warrants that 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;
(xlii) in the case of a person who confirms to any of the Bookrunners on behalf of an Investor an agreement to acquire Placing Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Investor (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;
(xliii) the exercise by any of the Bookrunners of any rights or discretions under the Placing Agreement shall be within the absolute discretion of the Bookrunners and none of the Bookrunners need not have any reference to, or consultation with, any Investor and shall have no liability to any Investor whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Investor agrees that it shall have no rights against the Bookrunners or any of their directors or employees under the Placing Agreement;
(xliv) if it has received any inside information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the Market Abuse Regulation, prior to the information being made publicly available;
(xlv) it irrevocably appoints any director of any of Cenkos, Berenberg or Stifel (as relevant to its participation in the Placing) as its agent for the purposes of executing and delivering to the Company and/or the Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;
(xlvi) it will indemnify (on an after-tax basis) and hold the Company, any Company Affiliate, the Bookrunners, any Bookrunner Affiliate and any person acting on their respective behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix will survive after completion of the Placing;
(xlvii) that each of the Bookrunners and the Company will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each of the Bookrunners on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Bookrunners and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
(xlviii) it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Investors will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunners' conduct of the Placing;
(xlix) each of the Bookrunners and the Bookrunner Affiliates 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 and, except as required by applicable law or regulation, none of the Bookrunners or any of the Bookrunner Affiliates intends to make any public disclosure in relation to such transactions. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Bookrunners and/or any Bookrunner Affiliate acting in such capacity. In addition the Bookrunners and any Bookrunner Affiliate may enter into financing arrangements and swaps with Investors in connection with which the Bookrunners may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares; and
(l) that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it subjects (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Bookrunners or the Company in any jurisdiction in which the relevant Investor is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
(li) the Bookrunners and any Bookrunner Affiliate, 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 any of the Bookrunners and the Bookrunner Affiliates, acting as an investor for its or their own account(s). Neither the Bookrunners, the Bookrunner Affiliates 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.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as each of the Bookrunners (for their own benefit and, where relevant, the benefit of any Company Affiliate, the Bookrunner Affiliate (as the case may be) and any person acting on their respective behalf) and are irrevocable. Each Investor, and any person acting on behalf of an Investor, acknowledges that none of the Bookrunners, the Bookrunner Affiliates or the Company Affiliates owes any fiduciary or other duties to any Investor in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
The Company and the Bookrunners will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.
Each Investor and any person acting on behalf of each Investor acknowledges and agrees that any of the Bookrunners or any Bookrunner Affiliate may, at its absolute discretion, agree to become an Investor in respect of some or all of the Placing Shares. Each Investor acknowledges and is aware that the Bookrunners are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.
When an Investor or person acting on behalf of the Investor is dealing with the Bookrunners, any money held in an account with any of the Bookrunners on behalf of the Investor and/or any person acting on behalf of the Investor will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Investor acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Bookrunners money in accordance with the client money rules and will be used by the Bookrunners in the course of its own business; and the Investor will rank only as a general creditor of the Bookrunners.
All times and dates in this Announcement may be subject to amendment by the Bookrunners (in its absolute discretion). The Bookrunners shall notify the Investor and any person acting on behalf of the Investor of any changes.
(l) Supply and disclosure of information
If any of the Bookrunners, the Registrars or the Company or any of their respective agents request any information about an Investor's agreement to acquire Placing Shares, such Investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Bookrunners, the Registrars 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.
(i) On application, each Investor may be asked to disclose, in writing or orally to any of the Bookrunners:
(A) if he is an individual, his nationality; or
(B) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to the relevant Bookrunner.
(iii) Each Investor agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which such Investor has agreed to acquire have been acquired by such Investor.
(iv) These provisions may be waived, varied or modified as regards specific Investors or on a general basis by the Bookrunners.
(v) The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Bookrunners, the Company and the Registrars, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares, references to an "Investor" in these terms and conditions are to each of such Investors and such joint Investors' liability is joint and several.
(vii) The Bookrunners and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.
(n) Stifel prescribed notifications to permitted clients
Stifel provides the following notifications for the purposes of Canadian securities law;
(i) Stifel is not registered in Ontario, Canada to make the trade contemplated by this Announcement and these terms and conditions;
(ii) Stifel is a company registered in England & Wales (registered number: 03719559);
(iii) all or substantially all of the assets of Stifel may be situated out of Canada;
(iv) there may be difficulty enforcing legal rights against Stifel (or the Company) because of the above; and
(v) the name and address of the agent for service of process of Stifel in Toronto, Ontario, Canada, is as follows:
|
Ontario |
Service of Process Agent: 152928 Canada Inc. |
c/o Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Canada |
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