Proposed placing to raise approx £100 million
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OR STATE IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
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")
Proposed placing to raise gross proceeds of approximately £100 million
Accelerated investment strategy to capture a greater share of technology investment opportunities
Introduction
Draper Esprit (AIM: GROW, Euronext Growth: GRW), a leading venture capital firm investing in some of Europe's fastest growing private technology companies, is pleased to announce a proposed Placing to raise gross proceeds of approximately £100 million at a placing price of 555 pence per Placing Share (the "Placing Price") to fund an accelerated investment strategy and capture a greater share of technology investment opportunities. The Placing Price is equal to the last reported NAV as at 31 March 2020.
The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement. Numis and Goodbody are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Corporate Brokers and Berenberg is acting as Joint Bookrunner in connection with the Bookbuild.
Enhanced investment opportunities
The Company believes there is a significant opportunity to deploy further capital driven by a growing European venture capital market and an accelerated transition to digital driven by the COVID-19 pandemic.
While the European Venture Capital market is expanding rapidly, it is still less than one quarter of the combined size of the US and European market by value. European technology companies are remaining private for longer, limiting public investment opportunities and investment round sizes are increasing. Meanwhile, COVID-19 has accelerated the transition to digital and a significant shift to online activity is evident from everything from online medical consultations to a global surge of online shopping. The secondary impact of this persistent shift means a large increase in supporting services such as online payments, fraud detection and security, cloud banking infrastructure and online infrastructure for high-value purchases.
Given the flexibility of the Draper Esprit investment approach and its team's experience and expertise, the Board believes that it is well positioned to benefit from opportunities provided by the above long-term trends. Draper Esprit has a proven track record of delivering successful investments having deployed £450 million of capital and realised £211 million of investments since IPO. It has performed strongly during the COVID-19 pandemic and the Company has continued to invest in companies that benefit from current trends such as Ravelin (payment fraud protection) and Cazoo (online used car marketplace).
The Company is looking to raise additional cash resources to accelerate its investment strategy and increase its rate of investment to c. £120 million per annum. It is intended that the proceeds will be deployed as follows:
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Direct follow on and new deal flow |
· There are significant identified follow-on opportunities with respect to the core and emerging companies within its existing portfolio · Accelerated pace of disruption and digitisation provides exciting opportunities from within the new deal flow pipeline |
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Larger rounds |
· Larger round sizes are increasing as European technology companies continue to mirror investment trends in the US · With a stronger balance sheet the Company can lead more deals and increase its average holding over time |
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Growth Fund for Series B+ dealflow |
· Potential opportunity to raise third party capital alongside Company investment at the growth stage (Series B+) · The Company is developing plans to seek co-investors for a c. $400m fund · Third party funds alongside Company investment provides a greater ability to lead deals and secure influence and allocation · Draper Esprit would also benefit from management fees providing additional income to reduce its cost base |
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Earlybird Fund VII |
· Draper Esprit intends to invest in the next Earlybird fund which will continue to target Series A investments in Germany and other parts of continental Europe |
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Fund of Funds programme |
· Draper Esprit will continue to support seed funds within the existing portfolio and identify other strong seed fund teams to back across Europe |
PlacIng summary
· The purpose of the Placing is to raise further funds for deployment into a strong pipeline of potential future investment opportunities.
· The allotment of the Placing Shares is conditional, inter alia, upon the Company obtaining approval of the Shareholders at a general meeting of the Company to be convened for 10.00 a.m. on 20 October 2020 (the "General Meeting") to grant the Directors the authority to allot the Placing Shares and to dis-apply statutory pre-emption rights which would otherwise apply to such allotment.
· The Bookbuild is expected to close no later than 8.00 a.m. (London time) on 2 October 2020. The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and the Joint Bookrunners.
· A further announcement will be made following the close of the Bookbuild, confirming final details of the Placing.
Martin Davis, CEO Draper Esprit commented:
"We have been closely watching the development of our portfolio companies and the market as a whole as the post COVID-19 world emerges, and have been greatly encouraged by the increased pace of change driven by greater adoption of technology and an increased priority on digitisation. This enables us to play a central role in helping entrepreneurs invent the future, and this funding round will play a key role in us delivering on that vision. We are delighted also to be welcoming new investors both from the UK and Europe onto our share register as part of this fundraising, as well as receiving strong support for the transaction from our existing shareholders."
Gross SUMMARY portfolio value
As at 31 March 2020, the Gross Portfolio Value of the Group was £703 million and the NAV per share was 555p with the core holdings (16 companies) representing c. 67% of Gross Portfolio Value. The Company has since announced fair value uplifts amounting to £35 million with respect to two realisations (Peak Games and TransferWise) and a series E funding round at a higher valuation (UiPath). The Company expects to provide its interim valuation update alongside interim results in November 2020.
The Placing
Numis and Goodbody are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Corporate Brokers and Berenberg is acting as Joint Bookrunner in connection with the Placing. The Placing is subject to the terms and conditions set out in the Appendix to this announcement.
The Placing Shares are being offered by way of the Bookbuild which will be launched immediately following this announcement. The books are expected to close no later than 8.00 a.m. (London time) on 2 October 2020. The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and the Joint Bookrunners. A further announcement will be made following the closing of the Placing, confirming the final details of the fundraising.
The Placing is conditional, inter alia, on the approval of Resolutions 1 and 2 at the General Meeting of the Company to be held at the offices of Draper Esprit, 20 Garrick Street, London WC2E 9BT, at 10.00 a.m. on 20 October 2020 and upon Admission of the Placing Shares to trading on AIM and Euronext Growth. In accordance with current guidance regarding social contact and public gathering, Shareholders will not be able to attend the General Meeting in person. The Company will ensure that the legal requirements to hold the General Meeting can be satisfied and that its format will be purely functional. The General Meeting will only comprise the formal votes without any business update. The Company's in person attendance at the General Meeting will be limited to satisfy the requirements for quorum. Unless there is any material change in circumstances that causes the Company to alter its arrangements, any Shareholder attempting to physically attend the General Meeting in person (other than those required to form a quorum) will be refused admission. It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on 21 October 2020.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, each Joint Bookrunner has agreed, subject to certain conditions, to use their reasonable endeavours to place the Placing Shares at the Placing Price.
The Placing Agreement contains certain warranties from the Company in favour of the Joint Bookrunners in relation to, inter alia, certain matters relating to the Company and its business. In addition, the Company has agreed to indemnify the Joint Bookrunners in relation to certain liabilities any of them may incur in respect of the Placing. The Joint Corporate Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission including, without limitation, in the event of a material breach by the Company of its obligations under the Placing Agreement and the occurrence of certain force majeure events or a material adverse change in the financial condition of the Group.
In consideration for their services in relation to the Placing and Admission and conditional upon completion of the Placing, the Joint Bookrunners will be paid a commission based on the aggregate value of the Placing Shares at the Placing Price.
Admission and dealings
Application will be made to the London Stock Exchange and the Irish Stock Exchange (trading as Euronext Dublin) for the Placing Shares to be admitted to trading on AIM and Euronext Growth respectively. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid following Admission.
It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 21 October 2020.
Enquiries
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Draper Esprit plc Martin Davis (Chief Executive Officer) Ben Wilkinson (Chief Financial Officer) |
+44 (0)20 7931 8800 |
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Numis Securities Nominated Adviser, Joint Global Co-ordinator, Joint Bookrunner, Joint Corporate Broker Richard Thomas Jamie Loughborough Simon Willis |
+44 (0)20 7260 1000 |
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Goodbody Stockbrokers UC Euronext Growth Advisor, Joint Global Co-ordinator Joint Bookrunner, Joint Corporate Broker Don Harrington Charlotte Craigie Dearbhla Gallagher |
+44 (0)20 3841 6202 |
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Berenberg Joint Bookrunner Ben Wright Mark Whitmore Arnav Kapoor |
+44 (0)20 3207 7800
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Powerscourt (PR) Elly Williamson Eavan Gannon |
+44 (0)7970 246 725 +353 (0)87 236 5973 |
EXPECTED TIMETABLE
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Publication of the Circular |
2 October 2020 |
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Latest time and date for receipt of Forms of Proxy |
10.00 a.m. on 16 October 2020 |
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General Meeting |
10.00 a.m. on 20 October 2020 |
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Admission of Placing Shares |
8.00 a.m. on 21 October 2020 |
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Expected time and date for CREST accounts to be credited in relation to the Placing Shares |
8.00 a.m. on 21 October 2020 |
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Despatch of definitive share certificates (where applicable) in relation to the Placing Shares expected by no later than |
the week commencing 26 October 2020 |
Notes:
1. Certain of the events in the above timetable are conditional upon, amongst other things, the approval of Resolutions 1 and 2 at the General Meeting.
2. If any of the events contained in the timetable should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
IMPORTANT NOTICE
The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or the Joint Bookrunners. 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 of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Ordinary Shares in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and Ireland may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit (i) a public offer of Ordinary Shares in any jurisdiction or (ii) possession of this announcement in any jurisdiction outside the UK and Ireland, where action for that purpose is required. Persons outside the UK and Ireland who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.
Members of the public are not eligible to take part in the Placing. This announcement is directed only at persons who are: (a) if in a member state of the European Economic Area ("EEA"), persons who are qualified investors, being persons falling within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), or (b) if in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (c) are persons to whom they may otherwise be lawfully communicated (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons").
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
All offers of the Placing Shares in the EEA and the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.
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 Corporate Broker to the Company in connection with the Placing. Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Numis as to, and no liability is accepted by Numis in respect of, any of the contents of this announcement.
Goodbody, which is authorised and regulated by the Central Bank of Ireland, is acting as Euronext Growth Advisor for the purposes of the Euronext Growth Rules and Joint Corporate 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 Euronext Growth Advisor and Joint Corporate Broker under the Euronext Growth Rules are owed solely to the Irish Stock Exchange (trading as Euronext Dublin) and are not owed to any other person. No representation or warranty, express or implied, is made by Goodbody as to, and no liability is accepted by Goodbody in respect of, any of the contents of this announcement.
Berenberg, which is a member of the London Stock Exchange, is regulated by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation in the UK by the FCA. Berenberg is acting as a Joint Bookrunner to the Company in connection with the Placing. Berenberg 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. No representation or warranty, express or implied, is made by Berenberg as to, and no liability is accepted by Berenberg in respect of, any of the contents of this announcement.
FORWARD-LOOKING STATEMENTS
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Placing, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the Irish Stock Exchange (trading as Euronext Dublin), the AIM Rules, the Euronext Growth Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, the Joint Bookrunners have only procured investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix - Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION ("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 in (A), (B) and (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"))("U.S. PERSONS") EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS IN ACCORDANCE WITH REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF INVESTORS THAT ARE BOTH "QUALIFIED INSTITUTIONAL BUYERS" ("QIB") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND "QUALIFIED PURCHASERS" ("QP") AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
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 5(1) of the Prospectus Regulation, (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 or the UK other than Relevant Persons or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA or the UK other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
3. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting) is (a) not a U.S. Person and is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (b) is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-U.S. Person in reliance on Regulation S; or (c)if within the United States, is both a QIB and a QP; 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 and the Joint Bookrunners 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 the Joint Bookrunners 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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into 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, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
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.
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.
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 The Joint Bookrunners have entered into the Placing Agreement with the Company. Pursuant to the Placing Agreement, each of the Joint Bookrunners 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 Placing Price. The Placing is not being underwritten.
1.2 The Placing Shares will, when issued, be subject to the Articles of Association, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest.
1.3 This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
1.4 Each Placee will be required to pay to the Joint Bookrunners, on the Company's behalf, an amount equal to the product of the Placing 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 the relevant Bookrunner. Each Placee will be deemed to have read this Appendix in its entirety.
1.5 None of Joint Bookrunners or any respective holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.
2. APPLICATION FOR ADMISSION
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM and to the Irish Stock Exchange (trading as Euronext Dublin) for admission of the Placing Shares to trading on Euronext Growth. It is expected that Admission will become effective on or around 8.00 a.m. on 21 2020 (or such later time and/or date as the Joint Corporate Brokers may agree with the Company) and that dealings in the Placing Shares will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILD AND THE PLACING
3.1 The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.
3.2 Each of Numis, Goodbody and Berenberg (whether through itself or any of its Affiliates) is arranging the Placing as Joint Bookrunner to the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. Numis is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Numis or for providing advice in relation to the matters described in this announcement. Goodbody is authorised and regulated in Ireland by the Central Bank of Ireland, and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Goodbody or for providing advice in relation to the matters described in this announcement. Berenberg is authorised and regulated in Germany by the German Federal Financial Supervisory Authority and subject to limited regulation 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 Berenberg 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 the Joint Bookrunners. Each Joint Bookrunners and its respective Affiliates may participate in the Placing as principal(s).
3.3 The Placing Price is a fixed price of 555 pence per Placing Share.
3.4 The Joint Bookrunners are arranging the Placing severally, and not jointly or jointly and severally, as joint bookrunners and placing agents of the Company.
3.5 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of the Joint Bookrunners. Each of the Joint Bookrunners may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
3.6 To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Numis, Goodbody or Berenberg. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Each Joint Bookrunner reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at any of Numis', Goodbody's or Berenberg's absolute discretion, subject to agreement with the Company.
3.7 The timing of the closing of the Bookbuild is to be determined at the discretion of the Company and the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Corporate Brokers) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.
3.8 The Placing Shares will be issued subject to the terms and conditions of this announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing.
3.9 All times and dates in this announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
3.10 Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by the relevant Bookrunner 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 the relevant Bookrunner to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Articles of Association.
3.11 The Company will release the Results Announcement following the close of the Bookbuild, detailing the aggregate number of the Placing Shares to be issued at the Placing Price.
3.12 Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under Paragraph 7 "Registration and Settlement".
3.13 All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under Paragraph 4 "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under Paragraph 5 "Right to terminate under the Placing Agreement".
3.14 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
3.15 Each Placee's obligations will be owed to the Company, and to the relevant Bookrunner. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bookrunner as agent of the Company and to the Company, to pay to the relevant Bookrunner in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. The relevant Bookrunner will procure the allotment of the Placing Shares so subscribed to each Placee.
3.16 Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and that none of the Joint Bookrunners 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 the Joint Bookrunners under the Placing Agreement are conditional, inter alia, on:
(a) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
(b) the Placing Agreement not having been terminated in accordance with its terms;
(c) Resolutions 1 and 2 (as set out in the Circular) being approved by the requisite majority of Shareholders attending and voting at the General Meeting;
(d) Admission occurring not later than 8.00 a.m. on 21 October 2020 or such later time as Numis and Goodbody may agree in writing with the Company (but in any event not later than 8.00 a.m. on 28 October 2020);
(e) the warranties on the part of the Company contained in the Placing Agreement being true and accurate in every respect and not misleading as at the date of the Placing Agreement and at Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting; and
(f) between the date of the Placing Agreement and Admission there having been no 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 which, in the opinion of any Joint Bookrunner (acting in good faith), would materially prejudice the success of the Placing ("Material Adverse Change").
4.2 If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners) by the relevant time or date specified (or such later time or date as the Joint Corporate Brokers may agree), or (b) the Placing Agreement is terminated in the circumstances specified below under paragraph 5 "Right to terminate under the Placing Agreement", 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 the Joint Bookrunners 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, and by participating in the Placing each Placee agrees with Numis, Goodbody and Berenberg that any such decision is within the absolute discretion of Numis, Goodbody and Berenberg as Joint Bookrunners.
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 Any of the Joint Bookrunners may (after consultation with the Company), at any time before Admission, terminate its respective obligations Placing Agreement by giving notice to the Company if, inter alia:
(a) it comes to the knowledge of any Joint Bookrunner 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 any Joint Bookrunner 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 or certain force majeure event occurs,
and such termination by either of Numis or Goodbody (as Joint Global Co-ordinator and Joint Corporate Broker) shall also terminate the Placing Agreement.
5.3 By participating in the Placing, each Placee agrees with the Joint Bookrunners that the exercise by Numis, Goodbody or Berenberg of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and/or Goodbody and/or Berenberg without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, no Joint Bookrunner shall not have any liability whatsoever to the Placees in connection with any such exercise.
6. Lock-up Arrangements
6.1 The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and six months after Admission, it will not, without the prior written consent of the Joint Corporate Brokers (such consent not to be unreasonably withheld or delayed) offer, issue, sell, contract to sell, issue options in respect of or otherwise dispose of any securities of the Company (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of the foregoing, subject to certain customary exceptions agreed between the Joint Bookrunners and the Company and provided that the foregoing lock-up arrangements shall not prevent or restrict the allotment and issue of (i) Placing Shares to Placees pursuant to the Placing; (ii)(a) the granting or exercise of options or other rights related to Ordinary Shares; (ii)(b) Ordinary Shares issued pursuant to the exercise of options, in the case of (ii)(a) and/or (ii)(b) where such action is taken under the terms of the Company's existing share incentive agreements.
6.2 By participating in the Placing, Placees agree that the exercise by any Joint Corporate Broker of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of that Joint Corporate Broker and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
7. 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 Regulation Rules) 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 Euronext Growth 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 the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (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 the Joint Bookrunners 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 the Joint Bookrunners (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.
8. REGISTRATION AND SETTLEMENT
8.1 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. The Joint Bookrunners 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.
8.2 It is expected that settlement will take place on or about 21 October 2020 in CREST in accordance with the instructions set out in the contract note. Settlement will be through Numis against CREST ID: 600, through Goodbody against CREST ID: 432 and through Berenberg CREST ID: 5KQAQ.
8.3 Each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the relevant Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Bookrunner.
8.4 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 but 2% per year for any period during which that base rate is below zero.
8.5 Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Bookrunner may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the relevant Bookrunner's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The 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.
8.6 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 the Joint Bookrunners 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.
9. REPRESENTATIONS AND WARRANTIES
9.1 By submitting a bid in the Bookbuild and participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) to each of the Company, the Joint Bookrunners 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 the relevant Bookrunner to such Placee represent the whole and only agreement between the relevant Bookrunner 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 or the Joint Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
(b) if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK and in Ireland) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;
(c) none of the Joint Bookrunners or any person affiliated with the Joint Bookrunners acting on any of their behalves is responsible for or shall have any liability for any information, representation or statement contained in this announcement or any supplementary announcement (as the case may be) or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise;
(d) in agreeing to acquire Placing Shares under the Placing, the Placee is relying on this announcement and any supplementary announcement concerning the Placing (as the case may be) and not on any other information or representation concerning the Group, the Placing or the Placing Shares. Such Placee agrees that none of the Company or the Joint Bookrunners 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 and/or the German Federal Financial Supervisory Authority (as applicable)), none of the Joint Bookrunners 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, Joint Corporate Broker, Joint Global co-ordinator and Joint Bookrunner, Goodbody as the Company's Euronext adviser, Joint Corporate Broker, Joint global Co-ordinator and Joint Bookrunner, or Berenberg as the Company's Joint Bookrunner (or otherwise in any case), and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against the Joint Bookrunners 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) (i) the Placee is not a person located in the United States and is not a U.S. Person (as defined in Regulation S) and is eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S and the Placing Shares were not offered to such Placee by means of "directed selling efforts" as defined in Regulation S; or (ii) the Placee is both a QIB and a QP and will duly execute a US investor letter and deliver the same to one of the Joint Bookrunners or its Affiliates;
(k) the Company may be a passive foreign investment company ("PFIC") for U.S. federal income tax purposes, and it could be a PFIC in future years and, if the Company is a PFIC, U.S. taxable investors may be subject to adverse U.S. tax consequences in respect of an investment in Placing Shares by a U.S. Person (as defined in Regulation S);
(l) 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;
(m) 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;
(n) 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;
(o) 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;
(p) there may be adverse consequences to the Placee under United States and other tax laws resulting from an investment in the Placing Shares and the Placee has made such investigation and has consulted such tax and other advisers with respect thereto as it deems necessary or appropriate;
(q) 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;
(r) 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;
(s) 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 Euronext Growth for any reason whatsoever then none of the Joint Bookrunners or the Company, nor their Affiliates shall have any liability whatsoever to it or any other person;
(t) in the case of a person who confirms to the relevant Bookrunner on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises the relevant Bookrunner 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;
(u) the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Money Laundering Regulations 2017") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Placee's allocation may be retained at the relevant Bookrunner's discretion;
(v) the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, the Joint Bookrunners 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, the Joint Bookrunners and/or the Company may refuse to accept the application and the subscription moneys relating thereto. The Placee holds harmless and will indemnify the Joint Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
(w) 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;
(x) 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, or encouraged or induced another person to so deal, prior to it being publicly available;
(y) 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;
(z) 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(e) of the Prospectus Regulation;
(aa) 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(e) of the Prospectus Regulation;
(bb) 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 Placing may otherwise be lawfully communicated;
(cc) 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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
(dd) 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;
(ee) none of the Joint Bookrunners 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', Goodbody's or Berenberg's client in connection with the Placing and none of the Joint Bookrunners will be responsible to any Placee for providing the protections afforded to the Joint Bookrunner's clients or providing advice in relation to the Placing and none of the Joint Bookrunners 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;
(ff) the exercise by the Joint Bookrunners of any rights or discretions under the Placing Agreement shall be within its absolute discretion and the relevant Bookrunner 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 any of the Joint Bookrunners or its directors or employees under the Placing Agreement;
(gg) 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;
(hh) the Placee irrevocably appoints any director of the relevant Bookrunner 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;
(ii) the Placee acknowledges that any money held in an account with the relevant Bookrunner 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, the Central Bank of Ireland or the German Federal Financial Supervisory Authority. 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 the Joint Bookrunner's money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of its own business and the Placee will rank only as a general creditor of the relevant Bookrunner;
(jj) the Placee will indemnify and hold the Company and the Joint Bookrunners and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further the Placee agrees that the provisions of this Appendix will survive after completion of the Placing. The Company and the Joint Bookrunners will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings; and
(kk) the Placee will not distribute, forward, transfer, duplicate or otherwise transmit this announcement including the Appendix or any part of it or them, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person.
10. SUPPLY AND DISCLOSURE OF INFORMATION
If any of the Joint Bookrunners, 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.
11. MISCELLANEOUS
11.1 The rights and remedies of the Joint Bookrunners, 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.
11.2 On application, each Placee may be asked to disclose, in writing or orally to the relevant Bookrunner:
(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.
11.3 All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to the relevant Bookrunner. 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 the relevant Bookrunner. The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunner, 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 the Joint Bookrunners and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
Admission | the admission of the Placing Shares to trading on AIM and Euronext Growth becoming effective in accordance with the AIM Rules and the Euronext Growth Rules respectively |
AIM | the market of that name operated by the London Stock Exchange |
AIM Rules | the AIM Rules for Companies published by the London Stock Exchange governing admission to and trading on AIM, as may be amended from time-to-time |
Articles of Association | the articles of association of the Company |
Berenberg | Joh. Berenberg, Gossler & Co. KG, a Kommanditgesellschaft (a German form of limited partnership) established under the laws of the Federal Republic of Germany, under number HRA 42659 whose registered office is at Neuer Jungfernstieg 20, 20354 Hamburg, Germany, acting through its London Branch at 60 Threadneedle Street, London EC2R 8HP |
Bookbuild | means the accelerated bookbuild process to be conducted by the Joint Bookrunners to arrange participation by Placees in the Placing |
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 |
Certificated or in certificated form | the description of a share or security which is not in uncertificated form (that is, not in CREST) |
Circular | the circular to be sent by the Company to its Shareholders in connection with the Placing |
Company or Draper Esprit | Draper Esprit plc |
CREST | the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations |
CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force |
Directors | the directors of the Company |
Draper Esprit VCT | Draper Esprit VCT plc |
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 |
Euroclear | Euroclear UK & Ireland Limited, the operator of CREST |
Euronext Growth | the Euronext Growth Market operated and regulated by the Irish Stock Exchange. |
Euronext Growth Advisor | Goodbody, in its capacity as Euronext Growth Advisor to the Company for the purposes of the Euronext Growth Rules |
Euronext Growth Rules | the Euronext Growth Rules for Companies published by the Irish Stock Exchange (trading as Euronext Dublin) |
Existing Ordinary Shares | the Ordinary Shares in issue as at the date of this announcement |
FCA | the UK Financial Conduct Authority |
FSMA | the UK Financial Services and Markets Act 2000, as may be amended from time-to-time |
General Meeting | the general meeting of the Company convened for 10.00 a.m. on 20 October 2020 (or any adjournment or postponement thereof) |
Goodbody | Goodbody Stockbrokers Unlimited Company, a company incorporated in Ireland with registered number 54223 and having its registered office at Ballsbridge Park, Ballsbridge, Dublin 4, D04 YW83 Ireland |
Gross Portfolio Value | the gross value of the Company's investment holdings before deductions for accrued carry and any deferred tax |
Group | the Company, together with its subsidiaries and subsidiary undertakings and., for the purposes of investments made by the Group, includes the Encore Funds and Draper Esprit VCT |
Investment Company Act | the U.S. Investment Company Act of 1940, as amended |
Ireland | the island of Ireland excluding Northern Ireland |
Irish Stock Exchange | Irish Stock Exchange plc (trading as Euronext Dublin) |
Joint Bookrunners | Numis, Goodbody and Berenberg and "Joint Bookrunner" means any of them |
Joint Corporate Brokers | Numis and Goodbody and "Joint Corporate Broker" means either of them |
Joint Global Co-ordinators | Numis and Goodbody and "Joint Global Co-ordinator" means either of them |
London Stock Exchange | London Stock Exchange plc |
MAR | the EU Market Abuse Regulation 596/2014 |
NAV | the value, at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time to time |
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 the Joint Bookrunners 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 1 October 2020 between (1) Numis, (2) Goodbody, (3) Berenberg and (4) the Company relating to the Placing |
Placing Price | 555 pence per Placing Share |
Placing Shares | new Ordinary Shares which are to be placed in accordance with the terms of the Placing, conditional, inter alia, on the passing of Resolutions 1 and 2 at the General Meeting |
Prospectus Regulation | the Regulation of the European Parliament and of the Council of the European Union (EU) 2017/1129 |
Prospectus Regulation Rules | the Prospectus Rules made by the FCA under Part VI of FSMA |
QIB | a "qualified institutional buyer" as defined in Rule 144A under the Securities Act |
QP | a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act |
Registrar | Equiniti Limited |
Regulation S | Regulation S under the Securities Act |
Resolutions | the resolutions set out in the notice of General Meeting |
Results Announcement | the announcement to be released following the closing of the Bookbuild |
Securities Act | the US Securities Act of 1933, as amended |
Shareholders | holders of Ordinary Shares |
UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
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 |
U.S. Person | a U.S. person as defined in Regulation S |
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