PLACING AND SUBSCRIPTION TO RAISE ADDITIONAL £100M
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ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA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 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.
This announcement contains inside information.
Draper Esprit plc
("Draper Esprit" or the "Company")
PLACING aND SUBSCRIPTION TO RAISE AN ADDITIONAL £100 MILLION
Draper Esprit (AIM: GROW, ESM: GRW), a leading venture capital firm involved in the creation, funding and development of high-growth digital technology businesses across Europe, is pleased to announce that gross proceeds of approximately £100 million have been raised (the "Fundraise") at an issue price of 324 pence per share (the "Issue Price") by way of the conditional placing (the "Placing") of 25,912,346 new Ordinary Shares (the "Placing Shares") and a subscription (the "Subscription") of 4,951,851 new Ordinary Shares1. The Placing, which was oversubscribed, was undertaken with a range of new and existing institutional investors. The new Ordinary Shares were placed through Numis and Goodbody, the Company's joint brokers.
The Fundraise supports £60 million of funds the Group has already raised in 2017 across its EIS, VCT and secondary co-investment fund platforms.
Simon Cook, CEO Draper Esprit commented:
"Much has been written about the uncertain future that British VC fundraising faces in the wake of Brexit. At Draper Esprit we believe our industry can find new investors and that the UK can continue to play a significant role in leading the wider European VC market.
As a permanent capital listed company, dual-listed in the UK and Ireland, we can access public markets by offering a partnership model with investors who wouldn't otherwise have access to, or the capacity to actively manage, these type of investments; as well as reinvesting our realisations from exits into the next generation of tech businesses each year without the need to raise a new fixed life private fund every 5 years.
As a wider group we have also raised significant co-investment funds through our EIS, VCT and secondary funds, with £60m raised in 2017 to date. We are seeing increasing innovation and entrepreneurship in Europe, especially in enterprise software, digital hardware, consumer services and digital health, and our funds will be used to continue investing in these areas from series A, B and beyond, with 70 per cent. of our capital reserved for scaling-up and increasing our stakes in existing portfolio companies through later rounds.
We have now raised in excess of £160 million of new capital to deploy during 2017 following the £153 million raised during 2016 from our IPO2, EIS and VCT funds and the cash realisations available for reinvestment within the Company's portfolio. If we continue to grow our co-investment funds and make further realisations for reinvestment, at this rate we would over the five years of a typical LP fund, have the equivalent of £800 million3 (approximately US$1 billion) to deploy, making us a strong partner in Europe and filling a much needed gap in the market post Brexit.
We invest in forward-thinking and innovative businesses and firmly believe that the best entrepreneurs in Europe are capable of building world leading technology companies when provided with patient, long term growth capital, access to global networks and support from an experienced investment team.
Furthermore, we believe that all investors large and small should have access to the venture capital asset class. By democratising the venture capital model and making our expertise accessible to a wider, broader market we are breaking new ground in the VC market and this Placing and Subscription is a superb validation of that model. We are grateful for the support that existing shareholders such as Woodford Investment Management, Baillie Gifford and the Ireland Strategic Investment Fund have shown and are delighted to welcome new investors such as Invesco Perpetual and Hargreave Hale as major new shareholders."
The allotment of the Placing Shares and Subscription Shares is conditional, inter alia, upon the Company obtaining approval of the Shareholders at a general meeting of the Company to be convened for 1.00 p.m. on 19 June 2017 (the "General Meeting") to grant the Directors the authority to allot the Placing Shares and Subscription Shares and to disapply statutory pre-emption rights which would otherwise apply to such allotment.
The primary purpose of the Placing and Subscription is to raise further funds so that the Company may continue to develop on its successful strategy since IPO of investing in early and growth stage digital businesses in order to deliver attractive long term returns to investors.
1 Assuming a subscription price equal to the Issue Price under the Invesco Perpetual Subscription Agreement. See paragraph 7 below.
2 Inclusive of new capital raised at the time of IPO and the roll-over of certain existing commitments in Esprit Fund 3.
3 Calculated by aggregating: (i) the funds raised by the Company at the IPO and the Placing and Subscription; (ii) 5 years' worth of Company's realisations (based on the value of the realisations since IPO); and (iii) 5 years' worth of funds raised across the Group's other platforms (based on the funds raised by such platforms since IPO). Does not include any future capital raises by the Company. This is an illustrative calculation only and not a profit forecast or estimate of future growth of the Group or its platforms.
*-ends-*
Enquiries
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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 / Harry Trueman |
+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 |
+353 1 667 0420 |
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Belvedere Communications (PR) John West / Kim van Beeck |
+44 (0)20 3567 0510
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EXPECTED TIMETABLE
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Publication of the Circular |
2 June 2017 |
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Latest time and date for receipt of Forms of Proxy |
1.00 p.m. on 15 June 2017 |
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General Meeting |
1.00 p.m. on 19 June 2017 |
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Admission of Placing Shares and Subscription Shares |
8.00 a.m. on 20 June 2017 |
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Expected time and date for CREST accounts to be credited in relation to the Placing Shares and Subscription Shares |
8.00 a.m. on 20 June 2017 |
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Despatch of definitive share certificates (where applicable) in relation to the Placing Shares and Subscription Shares expected by no later than |
30 June 2017 |
Notes:
1. Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions 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.
Introduction
The Company today announces a placing of, in aggregate, 25,912,346 Placing Shares and a subscription of 4,951,851 Subscription Shares at the Issue Price (subject to adjustment in respect of the Invesco Perpetual Subscription Agreement as described in paragraph 7 below).
Once completed, the gross proceeds from the Placing and Subscription will be approximately £100 million. The primary purpose of the Placing and Subscription is to raise further funds so that the Company may continue to develop its successful strategy since IPO of investing in early and growth stage digital technology businesses in order to deliver attractive long term returns to investors.
The allotment of the Placing Shares and Subscription Shares is conditional, inter alia, upon the Company obtaining approval of the Shareholders at the General Meeting to grant the Directors the authority to allot such Placing Shares and Subscription Shares and to disapply statutory pre-emption rights which would otherwise apply to such allotment.
2. Background to the Placing and Subscription
The Company is a pan-European venture capital company developing and investing in disruptive, high growth technology companies with global potential. It is one of the most active venture capital businesses in Europe, with approximately £380 million of assets under management4 increasing to in excess of £500 million following completion of the Placing and Subscription and completion of the proposed conditional late stage portfolio acquisition described below. The Directors believe that the best entrepreneurs in Europe are capable of building world leading technology companies, when given long term growth capital, access to global networks and support from an experienced investment team.
Progress since the IPO
On 15 June 2016, the Company's entire issued ordinary share capital was admitted to trading on AIM and the ESM.
The Group has been very active since the IPO and has seen strong growth within the Portfolio, both in terms of underlying revenues and commercial milestones being achieved by its portfolio companies.
Exits and investments
The Company announced the following disposals since the IPO:
· September 2016 - the sale of Movidius to Intel Corporation. Movidius is a leader in high performance, ultra-low power computer vision technology for connected devices. This sale brings an estimated total cash return to the Company of approximately £27.4 million before provision for accrued tax and carried interest payments, and including funds in escrow. This represented a cash exit multiple on funds invested by the Company of 7.6x.;
· October 2016 - the sale of Qosmos to ENEA. Qosmos is a supplier of Network Intelligence software based on Deep Packet Inspection and commands a dominating share of its market. The sale was for a total cash consideration of approximately €52.7 million resulting in cash to the Company, including escrows, of £8.0 million. This represented a cash exit multiple on funds invested by the Company of 1.9x; and
· November 2016 - the sale of Datahug, a sales forecasting software company, to Callidus Software Inc for a cash consideration of approximately US$13.0 million, resulting in a cash return to the Company of approximately £3.6 million, including funds held in escrow. This represented a cash exit multiple on funds invested by the Company of 1.6x.
Since the September 2016 interim results the Group has disposed of its remaining holding in Horizon Discovery. The Company realised a cash return on investment of £2.9 million which represented a cash exit multiple of 2.6x. In addition, the Company also exited its investment in Worldstores which realised a cash loss of £4.3m.
The total amount of cash generated from realisations since the IPO is £42.0 million (including amounts held in escrow).
New investments
Notable new additions to the Portfolio since the IPO include:
· £2.3 million invested by the Company of £3.1 million invested by the Group in Graphcore, a machine intelligence semiconductor company;
· £3.0 million invested by the Company in LifeSum, a leading health tracking mobile app company;
· £1.0 million invested by the Company of £1.5 million invested by the Group in PushDoctor, an on-demand healthcare mobile app company;
· £0.9 million invested by the Company of £1.3 million invested by the Group in Resolver, a customer service software company;
· £1.7 million invested by the Company of £2.5 million invested by the Group in Perkbox, an employee benefits and engagement platform;
· £8.1 million invested by the Company in Clavis, a leading ecommerce insights company;
· £1.1 million invested by the Company of £1.7 million invested by the Group in Realeyes, a machine learning technology that measures emotions;
· £4.3 million invested by the Company in Clue, the digital female health company;
· £3.3 million invested by the Company in Ravenpack, the big data analytics provider for financial services; and
· £3.4 million invested by the Company in Podpoint, one of the UK's leading providers of electric car charging solutions for home, workplace and public charging.
In addition, the Company has increased its investment in Trustpilot, the global multi-language review company, bringing the total that it has invested in new and existing portfolio companies to £37.0 million (excluding cash invested by EIS and VCT co-investment funds) since the IPO.
The Draper Esprit Model
Over the past 9 years the Group has achieved a 20 per cent. annual portfolio return5, underpinned by an average 30 per cent. revenue growth of its core investment companies6.
Draper Esprit's investment model has three main elements:
Primary investments
The Group owns, subject to certain existing carried interest arrangements, minority interests in 29 portfolio companies (the "Portfolio").
Using the proceeds from the Placing and Subscription, the Board intends to invest further capital to companies in the Portfolio and also pursue new investment opportunities. The Board expects to allocate approximately 30 per cent. of the Group's investment capital towards smaller rounds of seed and series A investments with approximately 70 per cent. being invested in larger follow-on series B+ and later series C+ investments to scale technology companies to fund later stage growth. The Board intends to realise value for Shareholders through exiting these investments over time.
The Company may also enter into arrangements with certain institutional investors to provide them with the opportunity to co-invest with the Group in primary investments should it be in the Group's strategic interests to do so. The Board anticipates that such arrangements would primarily focus on the larger follow-on B+ and later C+ investment rounds.
The Encore Funds and VCT funds
Through its 71.2 per cent. ownership of Encore Ventures (an FCA authorised and regulated management vehicle), the Group manages five EIS funds and the evergreen Draper Esprit EIS with, in aggregate £41 million of assets under management (as at 30 September 2016 plus subsequent fundraisings), of which over half is invested. The Group receives income via management fees and performance fees from the Encore Funds and the Directors intend to continue to grow this area of the business.
Encore Ventures will typically make an initial co-investment of between £500,000 and £3 million in each of the Group's primary investments. Encore Ventures typically fixes the percentage of each deal shared with the Group on an annual basis, with periodic reviews as required. Thereafter, the Encore Funds continue to co-invest in the Group's primary investments.
In November 2016, the Company acquired a 30.77 per cent. stake in a leading VCT manager, Elderstreet Holdings Limited, with an option to acquire the balance in due course. Elderstreet manages Elderstreet VCT plc, LSE:EDV, which currently has £38 million of assets under management (as at 31 December 2016 plus subsequent fundraisings). Elderstreet, provides early stage, development and growth capital for ambitious UK businesses, and co-invests with the Group also.
Elderstreet will also typically make an initial co-investment of between £350,000 and £2 million in each of the Group's primary investments. Elderstreet typically fixes the percentage of each deal shared with the Group on an annual basis, with periodic reviews as required. Thereafter, Elderstreet continues to co-invest in the Group's primary investments.
Secondary investments
The Group also continues to manage three legacy Esprit Funds, Esprit Fund 1, Esprit Fund 2 and Esprit Fund 3(i). The Esprit Funds are now in run-off, and while the Group will no longer receive management fees in respect of these funds, the Company expects them to generate carried interest for the Group depending upon the realisation of certain investments held within these funds.
The Group may also make secondary investments from time-to-time by acquiring primary investments previously made by other investors (including EIS investors wishing to realise their investment in the Encore Funds), and/or, where it is in the interest of the Group to do so, by acquiring other third party funds to be managed by the Group.
Through its division Draper Esprit Secondaries, the Group continues to evaluate venture capital portfolios across Europe that can be managed by the Group and which also have the potential for further direct investment. The Group expects to receive a proportion of management fees and carried interest for the management of these portfolios, in addition to any returns earned as a direct investor.
The Group has recently received third party commitments of €40 million (£34.9 million), to be used alongside the Company's own resources for the proposed acquisition of a late stage portfolio of seven technology companies which is in the process of completion (which is subject, inter alia, to satisfactory due diligence).
Sector Focus
The Group provides early stage and growth stage digital technology businesses with capital, networks and management support to accelerate their international growth and development and enhance their value over the long term. The Group adopts a broad sector approach but the Directors believe that most growth and venture capital investment opportunities in Europe of the requisite size for the Company fall into the following four core sectors underpinned by digital technologies:
Consumer Technology: companies with exceptional growth opportunities in markets that are underpinned by new consumer facing products, innovative business models and proven execution capabilities.
Enterprise Technology: companies developing the software infrastructure, applications and services that drive productivity improvements, convenience and cost reduction for enterprises.
Hardware: companies developing differentiated technologies that underpin advances in computing, consumer electronics and other industries.
Healthcare: companies leveraging digital and genomic technologies to create new products and services for the health and wellness markets.
The Company looks for impressive entrepreneurs across all of these core sectors. Draper Esprit diversifies risk within its portfolio by not focusing on any one sector. Many of these sectors remain significantly under-funded in Europe despite their evident strengths and the Directors believe there is considerable potential for upside returns from the companies that operate within them.
Strategy
Draper Esprit aims to seek out high growth companies originating from across Europe that, in the Directors' view:
· operate in markets with the potential for strong cross-border or global expansion;
· have the potential to address large new markets or disrupt major existing ones, utilising disruptive technology to achieve this;
· have competitive barriers to entry to encourage strong margins and capital efficient business models;
· have the potential to be global sector leaders;
· are run by impressive entrepreneurs who have the ability to build world-class management teams;
· are backed by strong syndicates of investors to reduce financing risk in future rounds;
· will be attractive candidates for acquisition by large corporations or public ownership by institutions by way of an initial public offering, with valuations ranging from US$50 million to over US$1 billion; and
· will generate multiples of invested capital for investors.
The Company is targeting a 20 per cent. portfolio return per annum7.
Draper Esprit intends that the later stage companies that it targets will typically:
· have in excess of £2 million in run-rate revenues at the time of the investment and be growing at more than 30 per cent. per annum and so have proven their propositions commercially; and
· be likely to have been supported by non-venture capital sources of funding or have early stage local venture capital investors, or be one of Draper Esprit's own early stage portfolio companies which has gained sufficient commercial traction.
The Group's investments, whether primary or direct secondary transactions, typically:
· secure a significant minority stake with board participation and rights in portfolio companies;
· allow the Group to participate in later follow-on funding rounds in order to minimise any dilution where possible; and
· potentially require the Group to invest £5 million to £10 million of equity over the course of several funding rounds in primary and secondary transactions.
3. Current trading
On 11 April 2017 the Group released a trading update ahead of its results for the financial year ended 31 March 2017 which stated that the Directors anticipated that the gross primary portfolio value of the Portfolio will be in excess of £112.0 million as at 31 March 2017 (30 September 2016: £106.9m, Admission: £78.7m). Excluding new investments and realisations, the gross portfolio value increased 41 per cent. since IPO and 10 per cent. over the six month period since 30 September 2016. As at 31 March 2017, the Group had net cash of £24.8 million (30 September 2016: £22.2 million).
4. Reasons for the Placing and Subscription and use of proceeds
The Directors believe that, given the strong pipeline of potential new deals and the desire to increase the Company's average holding in existing portfolio companies, it is the right time to raise further equity to increase the Company's available cash resources in order to capitalise on these new opportunities. The net proceeds of the Placing and Subscription will enable the Company to increase its rate of investment to approximately £60.0 million per annum (exclusive of EIS, VCT and secondary co-investments funds) and:
· continue to grow its existing portfolio of investments;
· invest in further new portfolio companies;
· where appropriate and value enhancing, continue to appraise complementary acquisition opportunities; and
· fund the Company's working capital costs.
The net proceeds of the Placing and Subscription are approximately £95.2 million and the Directors believe that these will also enable the Company to increase the size of the equity interest that it holds in portfolio companies and also the number of companies in what it considers to be the core of its portfolio.
5. The Placing and the Subscription
25,912,346 Placing Shares have been placed with placees at the Issue Price, 3,100,000 Subscription Shares have been subscribed for by ISIF at the Issue Price and 1,851,851 Subscription Shares have been subscribed for by Invesco Perpetual at the Issue Price (subject to certain conditions as set out in paragraph 7) to raise aggregate gross proceeds of approximately £100 million. The Placing, but not the Subscription, is underwritten.
The Issue Price represents a discount of approximately 3.0 per cent. to the closing mid-market price of 333.875 pence per Ordinary Share on 1 June 2017 (being the last practical date prior to the announcement of the Placing and Subscription).
The Placing and the Subscription is conditional, inter alia, on the approval of Resolutions 1 and 2 at the General Meeting of the Company to be held at 1.00 p.m. on 19 June 2017 and upon Admission of the Placing Shares and Subscription Shares to trading on AIM and ESM. It is expected that Admission of the Placing Shares and ISIF Subscription Shares will occur on 20 June 2017.
The Placing Shares issued pursuant to the Placing and the Subscription Shares issued pursuant to the Subscription will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
6. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Numis and Goodbody have each agreed, subject to certain conditions, to place the Placing Shares on an underwritten basis 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 it may incur in respect of the Placing. 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, 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 and the Subscription Shares at the Issue Price.
7. The Subscription AgreementS
The ISIF Subscription Agreement
Pursuant to the ISIF Subscription Agreement, ISIF has agreed to subscribe for 3,100,000 Subscription Shares at the Issue Price. The Subscription is conditional, inter alia, on: (i) Admission occurring by not later than 8.00 a.m. on 20 June 2017 (or by such later time and/or date as agreed between the parties but in any event not later than 8.00 a.m. on 4 July 2017); and (ii) ISIF's holding of Ordinary Shares at or following Admission not being greater than 27 per cent. of the issued ordinary share capital of the Company.
The Company has agreed under the ISIF Subscription Agreement, in substitution of the similar commitment given at the time of IPO, to use its reasonable endeavours to procure that, during the period from 15 June 2016 to 20 June 2022, the Group invests at least £50 million into Irish companies, subject to compliance, in the reasonable opinion of the Directors, with the Company's investing policy and provided that nothing shall require the Directors to breach their fiduciary or statutory duties to the Company.
The Invesco Perpetual Subscription Agreement
Invesco Perpetual has agreed to subscribe for: (i) 13,580,247 Ordinary Shares at the Issue Price pursuant to the Placing; and (ii), subject to the following paragraphs, 1,851,851 Ordinary Shares at the Issue Price pursuant to the Invesco Perpetual Subscription Agreement, representing, in aggregate 21.5 per cent. of the Enlarged Share Capital.
Invesco Perpetual's subscription of the 1,851,851 Invesco Subscription Shares is conditional, inter alia, on the receipt of approval from the FCA under section 185 of FSMA to Invesco Perpetual holding in aggregate 20 per cent. or more of the indirect voting rights in Esprit Capital Partners LLP on terms reasonably satisfactory to Invesco Perpetual by no later than 30 September 2017.
If FCA approval is not received in time for the Invesco Subscription Shares to be admitted to AIM on 20 June 2017 but before 31 July 2017, the number of Ordinary Shares subscribed by Invesco Perpetual shall be adjusted to such number of Ordinary Shares as equals £6 million divided by the lower of the Issue Price and the five day volume weighted average for the five dealing days up to and including the day the FCA approval is received. If FCA approval is received before 15 June 2017 or after 31 July 2017 (but before 30 September 2017), there will be no adjustment to the number of Invesco Subscription Shares or their price. If applicable, the number of Invesco Subscription Shares (but not the subscription price) shall also be adjusted so that Invesco Perpetual's holding shall not exceed 29.9 per cent. of the issued ordinary share capital of the Company (or any lower maximum percentage stipulated by the FCA).
8. Admission and dealings
Application will be made to the London Stock Exchange and the Irish Stock Exchange for the Placing Shares and Subscription Shares to be admitted to trading on AIM and ESM respectively. The Placing Shares and Subscription Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.
It is expected that Admission will become effective and that dealings in the Placing Shares and the ISIF Subscription Shares will commence on 20 June 2017.
9. related party transactionS
Funds managed by WIM have conditionally subscribed for 3,100,000 Placing Shares at the Issue Price. Pursuant to the ISIF Subscription Agreement, ISIF has agreed to subscribe for 3,100,000 Subscription Shares at the Issue Price. The subscription of Placing Shares by funds managed by WIM and the subscription of ISIF Subscription Shares are related party transactions pursuant to the AIM Rules and the ESM Rules.
The Directors consider, having consulted with Numis (the Company's nominated adviser) and Goodbody (the Company's ESM adviser), that the terms of the subscription by funds managed by WIM and by ISIF are fair and reasonable insofar as the Shareholders are concerned.
10. General Meeting
A notice convening the General Meeting to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU, at 1.00 p.m. on 19 June 2017 is set out at the end of the Circular. At the General Meeting, the following Resolutions will be proposed:
Resolutions relating to the Placing and Subscription (Resolutions 1 and 2)
Resolutions 1 and 2 will be proposed to grant the Directors the authority to allot the Placing Shares and Subscription Shares (which are equivalent to approximately 43.1 per cent. of the Enlarged Share Capital) without first offering them to existing Shareholders on a pre-emptive basis.
The Directors believe it would not be in the Shareholders' best interests to incur the significant additional expense that would be required to implement a fully pre-emptive offer of Ordinary Shares to Shareholders. The Directors have therefore concluded that seeking general authority from Shareholders to issue the Placing Shares and Subscription Shares other than on a pre-emptive basis is the most flexible and cost effective method available to the Company.
Resolutions relating to general authority to allot Ordinary Shares and waiver of pre-emption rights (Resolutions 3 and 4)
Resolutions 3 and 4 will, if passed, renew the Company's general authorities on a non-pre-emptive basis at 10 per cent. of the Company's issued ordinary share capital, but reflecting the increased number of Ordinary Shares comprised in the Enlarged Share Capital.
The authority sought under these Resolutions will expire at the earlier of the conclusion of the annual general meeting of the Company in 2017 and 30 September 2017.
11. rECOMMENDATION
The Directors consider the Resolutions to be proposed at the General Meeting to be in the best interests of the Company and the Shareholders as a whole. Consequently, the Directors will unanimously recommend that Shareholders vote in favour of the Resolutions, as they, and senior management of the Group, intend to do in respect of their own beneficial interests amounting, in aggregate, to 6.5 million Ordinary Shares representing 15.95 per cent. of the Existing Ordinary Shares.
4 Unaudited. Consisting of the assets of: (i) the Group (as at 31 March 2017); (ii) the Esprit Funds (as at 31 December 2016); (iii) the Encore Funds (as at 31 December 2016 plus subsequent fundraisings); and (iv) 30.77 per cent. of The Elderstreet VCT plc (as at 31 December 2016 plus subsequent fundraisings).
5 Being the aggregate portfolio return since 2008 of: (i) the Company (investments and cash returns since IPO (as at 31 March 2017)); (ii) Esprit Fund 2 (as at 31 December 2016); (iii) Esprit Fund 3 (realised at IPO); and (iv) Esprit Fund 3(i) (as at 31 December 2016). Based on management information and all unaudited.
6 Being companies representing more than 70 per cent. of Company's portfolio where net asset value is greater than £5 million. Revenue growth for FY16 to FY17 (unaudited).
7 This is a target only and not a profit forecast or estimate. There can be no assurance that it will be met or any annual portfolio return will be achieved.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
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Admission |
the admission of the Placing Shares and Subscription Shares to trading on AIM and ESM becoming effective in accordance with the AIM Rules and the ESM Rules respectively |
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AIM |
the market of that name operated by the London Stock Exchange |
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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 |
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Articles of Association |
the articles of association of the Company (from time to time) |
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Board |
the board of Directors of the Company |
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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 |
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certificated or in certificated form |
the description of a share or security which is not in uncertificated form (that is, not in CREST) |
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Circular |
the circular to be sent by the Company to its Shareholders in connection with the Placing |
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Closing Date |
means the date on which settlement of the Placing Shares takes place, which will be advised to Placees, but is expected to be on or around 20 June 2017 |
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Company or Draper Esprit |
Draper Esprit plc |
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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 |
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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 |
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Directors |
the directors of the Company |
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EIS |
Enterprise Investment Scheme under the provisions of Part 5 of the Income Tax Act 2007 |
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Enlarged Share Capital |
the Ordinary Shares in issue immediately following the issue and allotment of the Placing Shares and the Subscription Shares at Admission |
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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 |
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Encore Ventures |
Encore Ventures LLP, the investment manager of the Encore Funds |
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ESM |
the Enterprise Securities Market operated and regulated by the Irish Stock Exchange |
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ESM Advisor |
Goodbody, in its capacity as ESM Advisor to the Company for the purposes of the ESM Rules |
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ESM Rules |
the ESM Rules for Companies published by the Irish Stock Exchange |
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Esprit Fund 1 |
Esprit Capital I Fund No. 1 LP and Esprit Capital I Fund No. 2 LP |
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Esprit Fund 2 |
DFJ Esprit II LP |
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Esprit Fund 3 |
Esprit Capital III, L.P. |
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Esprit Fund 3(i) |
DFJ Esprit III(i) and DFJ Esprit III(i)A |
|
Esprit Funds |
Esprit Fund 1, Esprit Fund 2 and Esprit Fund 3(i) |
|
EU Prospectus Directive |
Directive 2003/71/EC |
|
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 Financial Conduct Authority |
|
Form of Proxy |
the form of proxy for use by Shareholders in connection with the General Meeting |
|
FSMA |
the Financial Services and Markets Act 2000, as may be amended from time-to-time |
|
General Meeting or GM |
the general meeting of the Company convened for 1.00 p.m. on 19 June 2017 (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 |
|
Group |
the Company, together with its subsidiaries and subsidiary undertakings and., for the purposes of investments made by the Group, includes the Encore Funds |
|
Invesco Perpetual |
Invesco Asset Management Limited, having its registered office at Perpetual Park, Perpetual Park Drive, Henley on Thames, RG9 1HH, acting as agent for and on behalf of its discretionary managed clients |
|
Invesco Perpetual Subscription Agreement |
the subscription agreement dated 1 June 2017 between the Company and Invesco Perpetual relating to the Subscription |
|
Invesco Subscription Shares |
the 1,851,851 Ordinary Shares (subject to adjustment) to be issued to Invesco Perpetual pursuant to the terms of the Invesco Perpetual Subscription Agreement |
|
IPO |
the admission of the Company's entire issued ordinary share capital to trading on AIM and ESM which took place on 15 June 2016 |
|
Ireland |
the island of Ireland excluding Northern Ireland |
|
Irish Stock Exchange |
Irish Stock Exchange plc |
|
ISIF |
the National Treasury Management Agency (as controller and manager of the Ireland Strategic Investment Fund) |
|
ISIF Subscription Agreement |
the subscription agreement dated 1 June 2017 between the Company and ISIF relating to the Subscription |
|
ISIF Subscription Shares |
the 3,100,000 Ordinary Shares to be issued to ISIF pursuant to the terms of the ISIF Subscription Agreement |
|
Issue Price |
324 pence per Placing Share and/or Subscription Share (as appropriate) |
|
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 2 June 2017 between (1) Numis, (2) Goodbody and (3) the Company relating to the Placing |
|
Placing Shares |
25,912,346 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 |
|
Portfolio |
has the meaning given to it in Part 1 of the Circular |
|
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 |
|
Securities Act |
the US Securities Act of 1933, as amended |
|
Shareholders |
holders of Ordinary Shares |
|
Subscription |
(i) the subscription by ISIF for 3,100,000 Subscription Shares at the Issue Price pursuant to the terms of the Subscription Agreement; and (ii) the Subscription by Invesco Perpetual for 1,851,851 Subscription Shares at the Issue Price pursuant to the terms of the Invesco Perpetual Subscription Agreement |
|
Subscription Agreement |
the ISIF Subscription Agreement and the Invesco Perpetual Subscription Agreement |
|
Subscription Shares |
(i) the ISIF Subscription Shares and (ii) the Invesco Subscription Shares, all conditional inter alia on the passing of Resolutions 1 and 2 |
|
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 |
|
VCT |
venture capital trust |
|
WIM |
Woodford Investment Management |
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 Subscription 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 the Republic of Ireland may be restricted by law. No action has been taken by the Company, Numis or Goodbody that would permit a public offer of Ordinary Shares in any jurisdiction outside the UK or possession of this announcement where action for that purpose is required. Persons outside the UK 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.
This announcement is directed only at 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.
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, has been appointed as ESM Advisor for the purposes of the ESM Rules and has agreed to act as 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 Advisor and broker under the ESM Rules are owed solely to the Irish Stock Exchange 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 and Subscription 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, 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.
Appendix - Terms and conditions
THIS ANNOUNCEMENT, INCLUDING THIS 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.
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 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 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, 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 and (ii) acting for the account or benefit of a person in the United States, or (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) 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 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 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 that term is 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.
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
2.1 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 for admission of the Placing Shares to trading on the ESM. It is expected that Admission will become effective on or around 8.00 a.m. on 20 June 2017 and that dealings in the Placing Shares will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
3.1 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 the 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).
3.2 The Issue Price is a fixed price of 324 pence per Placing Share.
3.3 No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
3.4 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. An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis or Goodbody (as applicable) which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Numis or Goodbody (as applicable).
3.5 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".
3.6 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".
3.7 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.
3.8 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 to each Placee.
3.9 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) the Shareholder Resolutions being approved by the requisite majority of Shareholders attending and voting at the General Meeting; and
(d) Admission occurring not later than 8.00 a.m. on 20 June 2017 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 4 July 2017).
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 20 June 2017 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.
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 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 or directors 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 or 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 (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 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 advisors 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; 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;
(q) 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 the 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;
(r) 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;
(s) the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 and any other applicable law concerning the prevention of money laundering 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 2007 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;
(t) 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. It 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;
(u) 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;
(v) 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;
(w) 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;
(x) 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)(e)(i), (ii) or (iii) of the Prospectus Directive (Directive 2003/71/EC);
(y) 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)(e) of the Prospectus Directive;
(z) 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;
(aa) 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;
(bb) 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;
(cc) 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;
(dd) 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;
(ee) 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;
(ff) it 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;
(gg) 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' money in accordance with the client money rules and will be used by Numis in the course of its own business and the Placee will rank only as a general creditor of Numis or Goodbody (as applicable); and
(hh) it 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 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.
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