Acquisition of Earlybird funds & proposed placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
This announcement contains inside information.
21 January 2019
Draper Esprit plc
("Draper Esprit" or the "Company")
Furthering of strategic partnership with Earlybird through acquisition of interests in certain Earlybird funds
Proposed placing to raise gross proceeds of £100 million
Introduction
Draper Esprit (AIM: GROW, ESM: GRW), a leading venture capital firm investing in and developing high growth digital technology businesses across Europe, is pleased to announce that it is furthering the strategic partnership with Earlybird Digital West, as announced in July 2018. As part of this, it has conditionally agreed to acquire a 27 per cent. interest in Earlybird GmbH & Co. Beteiligungs-KG IV ("EB IV") for approximately €63 million (approximately £55 million) and separately a 5 per cent. interest in Digital East Fund 2013 SCA SICAR ("DEF") for approximately US$20 million (approximately £16 million) (together, the "Acquisitions"). As a result, Draper Esprit will acquire underlying holdings in smava, Peak Games, Nfon, B2X, Socialbakers and UiPath, which, along with underlying holdings in 13 other companies, will be added to its portfolio.
The Company also announces a proposed Placing to raise gross proceeds of £100 million at an issue price of 530 pence per Placing Share (the "Issue Price") to fund the Acquisitions as well as financing further direct and secondary investment opportunities.
The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement. Numis and Goodbody are acting as joint brokers in connection with the Bookbuild.
Completion of the Acquisitions is conditional upon, amongst other things, admission of the Placing Shares to trading on AIM and ESM.
acquisition highlights
· The Acquisitions represent a furthering of the Company's strategic partnership with Earlybird Digital West. In addition to the acquisition of interests in two separate Earlybird funds (EB IV and DEF), Draper Esprit will commit €5 million to the Earlybird Digital East 2 fund through the Company's fund of funds programme.
· The investment in these funds provides Draper Esprit with access to underlying holdings in high quality, well positioned and fast growing European assets. This is in line with Draper Esprit's successful strategy since IPO of investing in early and growth stage digital European technology businesses in order to deliver attractive long term returns to investors.
· The following companies which EB IV and DEF hold stakes in, and the Company will therefore have underlying holdings in, will be added to Draper Esprit's portfolio at a discount to the unaudited NAV as at 30 September 2018:
o smava, a consumer loan portal in Germany, which has raised around $135 million to date and has over 300,000 customers who have transacted over €3 billion through its platform over the lifetime of the start-up;
o Peak Games, a developer of mobile video games, including two top-ten grossing games in the United States, Toy Blast and Toon Blast;
o UiPath, a provider of robotic process automation, most recently valued at US$3 billion and which the Directors believe is likely to be one of the fastest growing enterprise software companies in recent history;
o B2X, a global after sales service provider for smartphones and consumer electronics which connects over 500 authorised service partners and more than 1500 industry experts in 140 countries;
o Nfon, a provider of cloud based telephony recently listed on the Frankfurt Stock Exchange (NFN.F); and
o Socialbakers, an enterprise software company offering solutions through an AI-powered social media marketing suite.
· Further to these additions, 13 other underlying holdings will be added to the Company's portfolio.
Placing summary
· The purpose of the Placing is to fund the Acquisitions and to raise further funds for deployment into a strong pipeline of potential future investment opportunities.
· The allotment of the Placing Shares is conditional, inter alia, upon the Company obtaining approval of the Shareholders at a general meeting of the Company to be convened for 10.00 a.m. on 7 February 2019 (the "General Meeting") to grant the Directors the authority to allot the Placing Shares and to dis-apply statutory pre-emption rights which would otherwise apply to such allotment.
· The Issue Price represents a discount of 12.4 per cent. to the closing mid-market price of 605 pence per Ordinary Share on 18 January 2019.
· The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and the Brokers.
· A further announcement will be made following the close of the Bookbuild, confirming final details of the Placing.
Simon Cook, CEO Draper Esprit commented:
"We passionately believe in the potential for Europe to become a high-tech powerhouse and are putting our money where our mouth is by furthering our strategic partnership with Earlybird. This allows us to cement our position as a leading VC in Europe, whilst simultaneously offering investors access to exciting and high quality underlying assets.
"These acquisitions represent an exceptional opportunity made available to us through our strategic partnership with Earlybird. The two funds include a number of high quality, well positioned and fast growing European assets, the prospects of which we are very excited about. We're also supplementing our current financial resources to continue to invest in our strong pipeline of potential future investment opportunities.
"We're pleased to have the support of our current investors in this fundraise, along with welcoming new investors from the UK and Europe."
OVERVIEW OF EARLYBIRD
Earlybird is a leading venture capital partnership based in Germany, investing in all development and growth phases of technology companies. It is one of the most active venture capital partnerships in Europe with 23 investment professionals and over €1 billion of assets under management, and has made investments in leading technology companies such as N26 (a German digital bank most recently valued at US$2.7 billion), Peak Games, smava, Nfon and UiPath. It has three specialised teams focusing on different geographies and sectors:
· the Digital West Team - early stage digital technology opportunities in GSA, Nordics, Benelux, France and Southern Europe, with which the Company has an existing strategic partnership as announced in July 2018;
· the Digital East Team - early stage investment opportunities in Eastern Europe and Turkey, and in which the Company will commit to invest €5m through a fund of funds programme; and
· the Health Tech Team - early and later stage investment opportunities in digital health, medical devices, diagnostics and enabling technologies throughout Europe.
On 4 July 2018, Draper Esprit announced a strategic partnership agreement with Earlybird Digital West to share dealflow, investment resources and expertise to co-invest in high growth European technology companies. In addition, the Company took a significant stake in Earlybird DWES Fund VI GmbH & Co. KG ("EB VI") with an initial funding commitment of €18 million and a further commitment of approximately €17 million per annum over the following four years and took a minority stake in the management company of EB VI.
Since Draper Esprit's initial investment, the NAV of Draper Esprit's stake in EB VI has increased by £2.4 million. Alongside this, the Company has acquired multiple underlying holdings through its stake in EB VI in companies including Movinga, Onefootball, MediDate and Shapeshift.
THE ACQUISITIONS
Draper Esprit has conditionally agreed to acquire a 27 per cent. interest in EB IV for approximately €63 million (approximately £55 million) and separately a 5 per cent. interest in DEF for US$20 million (approximately £16 million). The Company will also commit €5m in Digital East 2 fund via its fund of funds programme.
EB IV contains eight investments, with Peak Games and smava considered by the Directors to be the key value drivers (estimated to be approximately 78 per cent. of the unaudited NAV as at 30 September 2018). DEF contains eleven investments, with UiPath considered by the Directors to be the key value driver (estimated to be approximately 85 per cent. of the unaudited NAV as at 30 September 2018).
The Acquisitions will result in Draper Esprit acquiring underlying holdings, to the average value of £18m each, in Peak Games, smava and UiPath, as well as underlying holdings in 16 other assets including B2X, Nfon and Socialbakers, at a combined discount of £15 million to the unaudited NAV as at 30 September 2018.
Completion of the Acquisitions is conditional upon, amongst other things, admission of the Placing Shares to trading on AIM and ESM.
core portfolio additions
As at 30 September 2018, the Gross Primary Portfolio Value of the Group was £354 million, of which the value of the Group's core portfolio was £235 million. Draper Esprit has since made £67 million of investments, and fair value increases in portfolio companies and the unwinding of discount on escrows received have resulted in the Gross Primary Portfolio Value increasing to £463 million as at 31 December 2018, with the value of the core portfolio increasing to £316 million.
The Acquisitions will result in the addition of underlying holdings in Peak Games, smava and UiPath to the Company's core portfolio, increasing its value to £371 million following the completion of the Acquisitions. The average gross profit margin of the core portfolio is expected to increase marginally to approximately 66 per cent. and the average revenue and growth rates of the core portfolio are expected to increase substantially.
Peak Games is a leading name in the gaming industry. Founded in 2010 and based in Turkey, Peak Games produces highly-rated mobile games including the top-10 grossing Toy Blast and the recently launched Toon Blast. Peak Games is one of the top 10 mobile games companies in the USA with over 275 million users globally having installed at least one product.
smava is a consumer loan portal in Germany, striving to make personal loans transparent, fair and affordable. Based on digital processes, smava provides a market overview of 70 loan offers from 25 banks, ranging in value from €1,000 to €120,000. Borrowers can then choose a deal that suits them best.
UiPath provides a comprehensive robotic software solution for IT-based process automation, which provides "virtual resources" (i.e. software robots) to automate and manage rule-based, manual processes across various software applications. It is one of three global leaders alongside Blue Prism and Automation Anywhere and has earned "co-sell ready" status through the Microsoft One Commercial Partner Program.
Further investment opportunities
Since 30 September 2018, the Company has continued to invest actively according to the quality of investment opportunities it has been exposed to via its network and brand. The Company has invested in two new assets: FinalCad, the digital mobile platform for the construction industry, and Form3, the real-time payments solution for banks and fintechs.
In addition, the Company continues to support investments within its existing portfolio, having invested further in Graphcore, the machine intelligence company whose valuation has now grown to $1.7 billion, Fluidic Analytics, the protein analytics firm and Crowdcube, a leading equity crowdfunding platform.
The Company also acquired DFJ Europe X L.P. to increase its stakes in existing core portfolio companies, including Trustpilot, Graze, Sportpursuit, M-Files and Lyst.
This has resulted in the Company's cash on balance sheet reducing from £104 million as at 30 September 2018 to approximately £42 million as at 31 December 2018.
The Company continues to see strong investment opportunities and is therefore raising a further £29 million of gross proceeds to add to its cash on balance sheet to finance further direct and secondary investment opportunities. Further to this, the Company expects to add approximately £40m of its EIS and VCT managed capital to deploy in 2019.
The Placing
Numis and Goodbody are acting as joint brokers in connection with the Placing. The Placing is subject to the terms and conditions set out in the Appendix to this announcement.
The Placing Shares are being offered by way of the Bookbuild which will be launched immediately following this announcement. The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and the Brokers. A further announcement will be made following the closing of the Placing, confirming the final details of the fundraising.
The Issue Price represents a discount of approximately 12.4 per cent. to the closing mid-market price of 605 pence per Ordinary Share on 18 January 2019 (being the last practical date prior to this announcement).
The Placing is conditional, inter alia, on the approval of Resolutions 1 and 2 at the General Meeting of the Company to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU, at 10.00 a.m. on 7 February 2019 and upon Admission of the Placing Shares to trading on AIM and ESM. It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on 8 February 2019.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Numis and Goodbody have each agreed, subject to certain conditions, to use their reasonable endeavours to place the Placing Shares at the Issue Price.
The Placing Agreement contains certain warranties from the Company in favour of Numis and Goodbody in relation to, inter alia, certain matters relating to the Company and its business. In addition, the Company has agreed to indemnify Numis and Goodbody in relation to certain liabilities either may incur in respect of the Placing. The Acquisitions are conditional upon the Transaction Agreements remaining in full force and effect and having not been terminated or capable of being terminated. Numis and Goodbody have the right to terminate the Placing Agreement in certain circumstances prior to Admission including, without limitation, in the event of a material breach by the Company of its obligations under the Placing Agreement and the occurrence of certain force majeure events or a material adverse change in the financial condition of the Group.
In consideration for their services in relation to the Placing and Admission and conditional upon completion of the Placing, Numis and Goodbody will be paid a commission based on the aggregate value of the Placing Shares at the Issue Price.
Admission and dealings
Application will be made to the London Stock Exchange and the Irish Stock Exchange (trading as Euronext Dublin) for the Placing Shares to be admitted to trading on AIM and ESM respectively. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid following Admission.
It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 8 February 2019.
Enquiries
|
Draper Esprit plc Simon Cook (Chief Executive Officer) Ben Wilkinson (Chief Financial Officer) |
+44 (0)20 7931 8800 |
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Numis Securities Nominated Adviser & Joint Broker Alex Ham Richard Thomas Jamie Loughborough |
+44 (0)20 7260 1000 |
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Goodbody Stockbrokers ESM Adviser & Joint Broker Corporate Finance: Don Harrington / Richard Tunney Corporate Broking: Linda Hickey / Charlotte Craigie |
+44 (0)20 3841 6202 |
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MHP Communications (PR) Reg Hoare Pete Lambie Flo Mayo |
+44 (0)20 3128 8570 draperesprit@mhpc.com |
EXPECTED TIMETABLE
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Publication of the Circular |
22 January 2019 |
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Latest time and date for receipt of Forms of Proxy |
10.00 a.m. on 5 February 2019 |
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General Meeting |
10.00 a.m. on 7 February 2019 |
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Admission of Placing Shares |
8.00 a.m. on 8 February 2019 |
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Expected time and date for CREST accounts to be credited in relation to the Placing Shares |
8.00 a.m. on 8 February 2019 |
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Completion of the Acquisitions expected by no later than |
15 February 2019 |
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Despatch of definitive share certificates (where applicable) in relation to the Placing Shares expected by no later than |
the week commencing 11 February 2019 |
Notes:
1. Certain of the events in the above timetable are conditional upon, amongst other things, the approval of Resolutions 1 and 2 at the General Meeting.
2. If any of the events contained in the timetable should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
IMPORTANT NOTICE
The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Numis or Goodbody. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.
The Ordinary Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any other jurisdiction of the United States. The Ordinary Shares may not be offered or sold, directly or indirectly, in or into the United States (except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act). No public offering of the Ordinary Shares is being made in the United States. The Ordinary Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in reliance on, Regulation S under the US Securities Act.
The Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and Ireland may be restricted by law. No action has been taken by the Company, Numis or Goodbody that would permit (i) a public offer of Ordinary Shares in any jurisdiction or (ii) possession of this announcement in any jurisdiction outside the UK and Ireland, where action for that purpose is required. Persons outside the UK and Ireland who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.
Members of the public are not eligible to take part in the Placing or the Subscription. This announcement is directed only at persons who are: (a) if in a member state of the European Economic Area ("EEA"), persons who are who are qualified investors, being persons falling within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), or (b) if in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (c) are persons to whom they may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
All offers of the Placing Shares and the Subscription Shares in the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.
Numis, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the FCA and is acting as nominated adviser to the Company for the purposes of the AIM Rules and as joint broker to the Company in connection with the Placing. Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Numis as to, and no liability is accepted by Numis in respect of, any of the contents of this announcement.
Goodbody, which is authorised and regulated by the Central Bank of Ireland, is acting as ESM Adviser for the purposes of the ESM Rules and joint broker to the Company. Persons receiving this announcement should note that Goodbody is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person for providing the protections afforded to customers of Goodbody or for advising any other person in connection with the Placing. Goodbody's responsibilities as the Company's ESM Adviser and broker under the ESM Rules are owed solely to the Irish Stock Exchange (trading as Euronext Dublin) and are not owed to any other person. No representation or warranty, express or implied, is made by Goodbody as to, and no liability is accepted by Goodbody in respect of, any of the contents of this announcement.
FORWARD-LOOKING STATEMENTS
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Placing, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the Irish Stock Exchange (trading as Euronext Dublin), the AIM Rules, the ESM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("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 the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis and Goodbody have only procured investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix - Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"), OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (C) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
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 THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis and Goodbody has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
3. (a) it is not (i) in the United States or a U.S. Person (as defined in Regulation S) and/or (ii) acting for the account or benefit of a person in the United States or a U.S. Person (as defined in Regulation S): or (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US Person as defined in, and in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; and
4. it is not, and is not acting for the account or benefit of a person who is, a national of Canada, Australia, Japan or the Republic of South Africa.
The Company, Numis and Goodbody will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
This announcement has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis, Goodbody or any of their respective directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person 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 Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.
This announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company is being made in the United Kingdom, Ireland, the United States or elsewhere.
In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States to non-U.S. Persons as defined in, and in accordance with, Regulation S under the Securities Act.
No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Placing Shares. Accordingly, subject to certain exceptions, the Placing Shares may not, directly or indirectly, be offered or sold within Canada, Australia, Japan or the Republic of South Africa or offered or sold to a resident of Canada, Australia, Japan or the Republic of South Africa. The Placing Shares to be subscribed in the Placing have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The Company has not been registered and will not register under the United States Investment Company Act of 1940, as amended.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this announcement of which it forms part should seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.
1. THE PLACING
1.1 Numis and Goodbody have entered into the Placing Agreement with the Company. Pursuant to the Placing Agreement, each of Numis and Goodbody has undertaken, subject to the terms set out therein, to use its reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares at the Issue Price. The Placing is not being underwritten.
1.2 The Placing Shares will, when issued, be subject to the Articles of Association, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest.
1.3 This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
1.4 Each Placee will be required to pay to Numis or Goodbody, on the Company's behalf, an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in this Appendix. Each Placee's obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and Numis or Goodbody (as applicable). Each Placee will be deemed to have read this Appendix in its entirety.
1.5 None of Numis, Goodbody or any respective holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.
2. APPLICATION FOR ADMISSION
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM and to the Irish Stock Exchange (trading as Euronext Dublin) for admission of the Placing Shares to trading on ESM. It is expected that Admission will become effective on or around 8.00 a.m. on 8 February 2019 and that dealings in the Placing Shares will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILD AND THE PLACING
3.1 Numis and Goodbody will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
3.2 Each of Numis and Goodbody (whether through itself or any of its Affiliates) is arranging the Placing as joint broker to the Company for the purpose of using its reasonable endeavours to procure Placees at the Issue Price for the Placing Shares. Numis is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Numis or for providing advice in relation to the matters described in this announcement. Goodbody is authorised and regulated in Ireland by the Central Bank of Ireland, and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Goodbody or for providing advice in relation to the matters described in this announcement. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis or Goodbody. Numis, Goodbody and their respective Affiliates may participate in the Placing as principal(s).
3.3 The Issue Price is a fixed price of 530 pence per Placing Share.
3.4 The Brokers are arranging the Placing severally, and not jointly or jointly and severally, as Brokers and placing agents of the Company.
3.5 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Brokers. Each of the Brokers may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
3.6 To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Numis or Goodbody. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Each Broker reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at either Goodbody's or Numis' absolute discretion, subject to agreement with the Company.
3.7 The timing of the closing of the Bookbuild is to be determined at the discretion of the Company and the Brokers. The Brokers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Brokers) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.
3.8 The Placing Shares will be issued subject to the terms and conditions of this announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Brokers' conduct of the Placing.
3.9 All times and dates in this announcement may be subject to amendment. The Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.
3.10 Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by Numis or Goodbody (as applicable) or one of their Affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment. The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Numis or Goodbody (as applicable) to subscribe for the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with the Articles of Association.
3.11 The Company will release the Results Announcement following the close of the Bookbuild, detailing the aggregate number of the Placing Shares to be issued at the Issue Price.
3.12 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under Paragraph 7 "Registration and Settlement".
3.13 All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under Paragraph 4 "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under Paragraph 5 "Right to terminate under the Placing Agreement".
3.14 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
3.15 Each Placee's obligations will be owed to the Company, and to Numis or Goodbody (as applicable). Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis or Goodbody (as applicable) as agent of the Company and to the Company, to pay to Numis or Goodbody (as applicable) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire. Numis and Goodbody (as applicable) will procure the allotment of the Placing Shares so subscribed to each Placee.
3.16 Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and that neither Numis nor Goodbody shall have any liability to the Placees for the failure of the Company to fulfil those obligations.
4. CONDITIONS OF THE PLACING
4.1 The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Numis and Goodbody under the Placing Agreement are conditional, inter alia, on:
(a) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
(b) the Placing Agreement not having been terminated in accordance with its terms;
(c) Resolutions 1 and 2 (as set out in the Circular) being approved by the requisite majority of Shareholders attending and voting at the General Meeting;
(d) Admission occurring not later than 8.00 a.m. on 8 February 2019 or such later time as Numis and Goodbody may agree in writing with the Company (but in any event not later than 8.00 a.m. on 28 February 2019); and
(e) the Transaction Agreements: (i) having been duly executed by the parties thereto; (ii) remaining in full force and effect and not having been modified or rescinded, lapsed or been terminated (or become capable of being terminated) (in whole or in part) prior to Admission (save with the consent of the Brokers); and (iii) having become unconditional in all respects save for any condition relating to Admission occurring and to the Placing Agreement not having been terminated and having become unconditional in all respects.
4.2 If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Numis and Goodbody), 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. None of Numis, Goodbody or the Company, nor any of their respective Affiliates 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.
4.3 By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under paragraph 5 "Right to terminate under the Placing Agreement", and will not otherwise be capable of rescission or termination by the Placee.
5. RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
5.1 Either of Numis and Goodbody may (after consultation with the Company), at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:
(a) it comes to the knowledge of Numis or Goodbody that any of the warranties given by the Company under the Placing Agreement was untrue, inaccurate or misleading; or
(b) it comes to the notice of Numis or Goodbody that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company under the Placing Agreement; or
(c) the Company shall fail to comply with any of its obligations under the Placing Agreement; or
(d) any material adverse change in, or any development involving a prospective material adverse change in, or affecting, the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, solvency, credit rating or prospects of the of the Company and its subsidiary undertakings (taken as a whole), whether or not arising in the ordinary course of business has occurred) which, in the opinion of either Numis or Goodbody, would materially prejudice the success of the Placing.
5.2 By participating in the Placing, each Placee agrees with Numis and Goodbody that the exercise by Numis or Goodbody of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and/or Goodbody without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Numis and Goodbody shall not have any liability whatsoever to the Placees in connection with any such exercise.
6. 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 Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules and the ESM Rules). 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 Numis, Goodbody and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Numis or Goodbody (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of Numis or Goodbody or any of their respective Affiliates, any persons acting on their behalf, nor the Company 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 each of Numis and Goodbody (in each case for itself and as agent for the Company) that, except in relation to 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 to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
7. REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the Placing Shares (ISIN GB00BY7QYJ50) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Numis and Goodbody reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, 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.
7.2 It is expected that settlement will take place on or about 8 February 2019 in CREST in accordance with the instructions set out in the contract note. Settlement will be through Numis against CREST ID: 600 and through Goodbody against CREST ID: 432.
7.3 Each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Numis or Goodbody (as applicable), stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Numis or Goodbody (as applicable) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Numis or Goodbody (as applicable).
7.4 Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
7.5 Each Placee is deemed to agree that if it does not comply with these obligations, Numis or Goodbody (as applicable) may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Numis' or Goodbody's (as applicable) own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The 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.
7.6 If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the contract note 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 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 Numis, Goodbody or 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.
8. REPRESENTATIONS AND WARRANTIES
8.1 By submitting a bid in the Bookbuild and participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) to each of the Company, Numis, Goodbody and the Registrar that:
(a) the Placee has read this announcement 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 of Association. Such Placee agrees that these terms and conditions and the contract note issued by Numis or Goodbody (as applicable) to such Placee represent the whole and only agreement between the Placee, Numis or Goodbody (as applicable) and the Company in relation to the Placee'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. Such Placee agrees that none of the Company, Goodbody and Numis nor any of their respective officers, directors or employees 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;
(b) if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK and in Ireland) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;
(c) none of Numis, Goodbody or any person affiliated with Numis or Goodbody acting on either of their behalfs is responsible for or shall have any liability for any information, representation or statement contained in this announcement or any supplementary announcement (as the case may be) 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 a Placee to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise;
(d) in agreeing to acquire Placing Shares under the Placing, the Placee is relying on this announcement and any supplementary announcement concerning the Placing (as the case may be) and not on any other information or representation concerning the Group, the Placing or the Placing Shares. Such Placee agrees that none of the Company, Numis or Goodbody nor their respective 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;
(e) save in the event of fraud on its part (and to the extent permitted by the rules of the FCA and/or the Central Bank of Ireland (as applicable)), neither Numis nor Goodbody, nor any of their respective Affiliates shall be liable to a Placee for any matter arising out of the role of Numis as the Company's nominated adviser and broker and Goodbody as the Company's ESM adviser and broker (or otherwise in either case), and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against Numis and Goodbody and any of its Affiliates which a Placee may have in respect thereof;
(f) the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under the Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles of Association;
(g) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee 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. The Placee's 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 constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;
(h) to the fullest extent permitted by law, the Placee 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;
(i) the Ordinary 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 Canada, Australia, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;
(j) the Placee is not a person located in the United States and is not a U.S. Person (as defined in Regulation S) and is eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S of the Securities Act and the Placing Shares were not offered to such Placee by means of "directed selling efforts" as defined in Regulation S of the Securities Act;
(k) the Company, and any registrar 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 Placee, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;
(l) the Placee 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;
(m) the Placee has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Placee has concluded that an investment in the Placing Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;
(n) the Placee or, where the Placee 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;
(o) there may be adverse consequences to the Placee under United States and other tax laws resulting from an investment in the Placing Shares and the Placee has made such investigation and has consulted such tax and other advisers with respect thereto as it deems necessary or appropriate;
(p) the Placee is not a resident of Canada, Australia, the Republic of South Africa or Japan 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 Canada, Australia, the Republic of South Africa or Japan and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful;
(q) the Placee 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;
(r) the Placee accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid applications are received and accepted are not admitted to trading on AIM and/or ESM for any reason whatsoever then none of Numis, Goodbody or the Company, nor their Affiliates shall have any liability whatsoever to it or any other person;
(s) in the case of a person who confirms to Numis or Goodbody (if applicable) on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises Numis or Goodbody (if applicable) to notify such Placee's name to the Registrar, that person represents and warrants that it has authority to do so on behalf of the Placee;
(t) the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Money Laundering Regulations 2017") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Placee's allocation may be retained at Numis' or Goodbody's (as applicable) discretion;
(u) the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Numis, Goodbody and/or the Company may require proof of identity of the Placee 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 the Placee to produce any information required for verification purposes, Numis, Goodbody and/or the Company may refuse to accept the application and the subscription moneys relating thereto. The Placee holds harmless and will indemnify Numis, Goodbody 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;
(v) the Placee is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
(w) the Placee confirms that if it has received any inside information (as defined in MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of MAR and associated delegated legislation and it has not disclosed or dealt on the basis of that information prior to it being publicly available;
(x) the Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearing system;
(y) if the Placee is a resident in the EEA, it is a "qualified investor" within the meaning of the law in the Relevant Member State implementing Article 2(1)I(i), (ii) or (iii) of the Prospectus Directive;
(z) the Placee has not offered or sold and will not offer or sell any Placing Shares to persons in the UK or Ireland prior to Admission except to "qualified investors" as defined in Article 2(1)I of the Prospectus Directive;
(aa) if in the UK, the Placee is (a) a person falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or (b) a person falling within article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business and/or (c) a person to whom the Prospectus may otherwise be lawfully communicated;
(bb) the Placee 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 FSMA) relating to the Placed Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
(cc) the Placee has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing in, from or otherwise involving the UK;
(dd) neither Numis nor Goodbody is making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise. The Placee is not Numis' or Goodbody's client in connection with the Placing and neither Numis nor Goodbody will be responsible to any Placee for providing the protections afforded to Numis' or Goodbody's clients or providing advice in relation to the Placing and neither Numis nor Goodbody will have any duties or responsibilities to any Placee similar or comparable to "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;
(ee) the exercise by Numis or Goodbody of any rights or discretions under the Placing Agreement shall be within its absolute discretion and Numis or Goodbody (as applicable) need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against Numis, Goodbody or its directors or employees under the Placing Agreement;
(ff) the Placee's commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
(gg) the Placee irrevocably appoints any director of Numis or Goodbody as its agent for the purposes of executing and delivering to the Company and/or the Registrar 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;
(hh) the Placee acknowledges that any money held in an account with Numis or Goodbody (as applicable) on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA or the Central Bank of Ireland. The Placee further 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 Numis' or Goodbody's money in accordance with the client money rules and will be used by Numis or Goodbody in the course of its own business and the Placee will rank only as a general creditor of Numis or Goodbody (as applicable); and
(ii) the Placee will indemnify and hold the Company, Numis, Goodbody and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further the Placee agrees that the provisions of this Appendix will survive after completion of the Placing. The Company, Numis and Goodbody will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.
9. SUPPLY AND DISCLOSURE OF INFORMATION
If any of Numis, Goodbody, the Registrar or the Company or any of their respective agents request any information about a Placee's agreement to acquire Placing Shares, such Placee must promptly disclose it to them.
10. MISCELLANEOUS
10.1 The rights and remedies of Numis, Goodbody, the Registrar 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.
10.2 On application, each Placee may be asked to disclose, in writing or orally to Numis or Goodbody (as applicable):
(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.
10.3 All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Numis or Goodbody (as applicable). Each Placee agrees to be bound by the Articles of Association once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee. The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Numis or Goodbody (as applicable). 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 Numis, Goodbody, the Company and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several. All times and dates in this announcement are subject to amendment and Numis, Goodbody 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.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
|
Acquisitions |
the EB IV Acquisition and the DEF Acquisition |
|
Acquisition Agreements |
the EB IV Acquisition Agreements and the DEF Acquisition Agreements |
|
Admission |
the admission of the Placing Shares to trading on AIM and ESM becoming effective in accordance with the AIM Rules and the ESM Rules respectively |
|
AIM |
the market of that name operated by the London Stock Exchange |
|
AIM Rules |
the AIM Rules for Companies published by the London Stock Exchange governing admission to and trading on AIM, as may be amended from time-to-time |
|
Bookbuild |
means the accelerated bookbuild process to be conducted by the Brokers to arrange participation by Placees in the Placing |
|
Brokers |
Goodbody and Numis and "Broker" means either of them |
|
Business Day |
a day (excluding Saturdays, Sundays or public holidays in England and Wales or Ireland) on which banks generally are open in London and Dublin for the transaction of business |
|
Carried Interest Agreement |
the carried interest agreement to be entered into prior to Admission, and in a form to be agreed between the Brokers and the Company, between the Company, the EB IV Managing General Partner and the EB IV Special Limited Partner |
|
certificated or in certificated form |
the description of a share or security which is not in uncertificated form (that is, not in CREST) |
|
Circular |
the circular to be sent by the Company to its Shareholders in connection with the Placing and the Acquisitions |
|
Company or Draper Esprit |
Draper Esprit plc |
|
CREST |
the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations |
|
CREST Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force |
|
Directors |
the directors of the Company |
|
DEF |
Digital East Fund 2013 SCA SICAR, a Luxembourg partnership limited by shares (société en commandite par actions) registered with the Luxembourg supervisory authority CSSF as an investment company in risk capital (société d'investissement en capital à risqué), having its registered office at 7, avenue Gaston Diderich, L-1420 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 169.906 |
|
DEF Acquisition |
the conditional acquisition by the Company (or an entity managed or controlled by the Company) of interests in DEF, in accordance with the DEF Acquisition Agreements and the DEF Framework Agreement |
|
DEF Acquisition Agreements |
the conditional agreements relating to the DEF Acquisition to be entered into between the Company and each of the participating existing limited shareholders of DEF and prior to Admission |
|
DEF Framework Agreement |
the framework agreement dated 21 January 2019 between the Company and the DEF General Partner |
|
DEF General Partner |
Earlybird Management S.A., a Luxembourg public limited company (société anonyme), having its registered office at 7, avenue Gaston Diderich, L-1420 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 176.800 |
|
Earlybird Principals |
each of Heindrik Brandis, Roland Manger, Rolf Mathies and Christian Nagel |
|
EB IV |
Earlybird GmbH & Co. Beteiligungs-KG IV, a German limited partnership registered with the commercial register of the Munich local court under HRA 90110 |
|
EB IV Acquisition |
the conditional acquisition by the Company (or an entity managed or controlled by the Company) of interests in EB IV, in accordance with the EB IV Acquisition Agreements and the EB IV Framework Agreement |
|
EB IV Acquisition Agreements |
the conditional agreements relating to the EB IV Acquisition to be entered into between the Company (or an entity managed or controlled by the Company) and each of the participating existing limited partners of EB IV prior to Admission |
|
EB IV Framework Agreement |
the framework agreement dated 21 January 2019 between the Company, Esprit Investments (2) L.P., the EB IV Managing General Partner and the Earlybird Principals |
|
EB IV Managing General Partner |
Earlybird Venture Capital GmbH & Co. KG, a German limited partnership registered with the commercial register of the Munich local court under HRA 100365 |
|
EB IV Special Limited Partner |
Earlybird IV SLP GmbH & Co. KG. |
|
EIS |
Enterprise Investment Scheme under the provisions of Part 5 of the Income Tax Act 2007 |
|
Encore Funds |
DFJ Esprit Angels' EIS Co-investment Fund, DFJ Esprit Angels' EIS Co-investment II, DFJ Esprit EIS III and DFJ Esprit EIS IV, Draper Esprit EIS V and Draper Esprit EIS |
|
ESM |
the Enterprise Securities Market operated and regulated by the Irish Stock Exchange (trading as Euronext Dublin) |
|
ESM Adviser |
Goodbody, in its capacity as ESM Adviser to the Company for the purposes of the ESM Rules |
|
ESM Rules |
the ESM Rules for Companies published by the Irish Stock Exchange (trading as Euronext Dublin) |
|
Euroclear |
Euroclear UK & Ireland Limited, the operator of CREST |
|
Existing Ordinary Shares |
the Ordinary Shares in issue as at the date of this announcement |
|
FCA |
the UK Financial Conduct Authority |
|
Framework Agreements |
the DEF Framework Agreement and the EB IV Framework Agreement |
|
FSMA |
the UK Financial Services and Markets Act 2000, as may be amended from time-to-time |
|
General Meeting |
the general meeting of the Company convened for 10.00 a.m. on 7 February 2019 (or any adjournment or postponement thereof) |
|
Goodbody |
Goodbody Stockbrokers Unlimited Company, a company incorporated in Ireland with registered number 54223 and having its registered office at Ballsbridge Park, Ballsbridge, Dublin 4, D04 YW83 Ireland |
|
Gross Primary Portfolio Value |
the gross value of the Company's investment holdings before deductions for accrued carry and any deferred tax |
|
Group |
the Company, together with its subsidiaries and subsidiary undertakings and., for the purposes of investments made by the Group, includes the Encore Funds |
|
GSA |
the region of Germany, Switzerland and Austria |
|
Ireland |
the island of Ireland excluding Northern Ireland |
|
Irish Stock Exchange |
Irish Stock Exchange plc (trading as Euronext Dublin) |
|
Issue Price |
530 pence per Placing Share |
|
London Stock Exchange |
London Stock Exchange plc |
|
MAR |
the EU Market Abuse Regulation 596/2014 |
|
Numis |
Numis Securities Limited, a company incorporated in England and Wales with registered number 02285918 and having its registered office at 10 Paternoster Square, London EC4M 7LT |
|
Ordinary Shares |
ordinary shares of £0.01 each in the capital of the Company |
|
Placees |
the placees procured by Numis or Goodbody pursuant to the Placing Agreement who agree to subscribe for Placing Shares |
|
Placing |
the placing of the Placing Shares pursuant to the Placing Agreement |
|
Placing Agreement |
the placing agreement dated 21 January 2019 between (1) Numis, (2) Goodbody and (3) the Company relating to the Placing |
|
Placing Shares |
new Ordinary Shares which are to be placed in accordance with the terms of the Placing, conditional, inter alia, on the passing of Resolutions 1 and 2 at the General Meeting |
|
Prospectus Directive |
the Directive of the European Parliament and of the Council of the European Union 2003/71/EC |
|
Prospectus Rules |
the Prospectus Rules made by the FCA under Part VI of FSMA |
|
Registrar |
Equiniti Limited |
|
Regulation S |
Regulation S under the Securities Act |
|
Resolutions |
the resolutions set out in the notice of General Meeting |
|
Results Announcement |
the announcement to be released following the closing of the Bookbuild |
|
Securities Act |
the US Securities Act of 1933, as amended |
|
Shareholders |
holders of Ordinary Shares |
|
Transaction Agreements |
the Framework Agreements and the Acquisition Agreements and the Carried Interest Agreement |
|
UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland |
|
UK Listing Authority |
the FCA acting in its capacity as the competent authority for the purposes of FSMA |
|
uncertificated or in uncertificated form |
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
|
United States or US |
the United States of America, its territories and possessions and the District of Columbia |
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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