Proposed Placing, Open Offer & Debt Refinancing
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN STAFFLINE GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF STAFFLINE GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
21 May 2021
Staffline Group plc
("Staffline", the "Company" or the "Group")
Proposed Placing and Subscription to raise £44 million,
Proposed Open Offer to raise up to £4.4 million
and
Proposed Debt Refinancing
Staffline (AIM: STAF), the recruitment and training group, announces its intention to raise £44 million by way of a placing (the "Placing") of 87,249,500 new ordinary shares of 10 pence each in the capital of the Company (the "Placing Shares") and a direct subscription (the "Subscription") of 750,500 new ordinary shares of 10 pence each in the capital of the Company (the "Subscription Shares"), both at a price of 50 pence per share (the "Issue Price").
Certain Directors and employees of the Group are subscribing for Placing Shares and certain other Directors and employees of the Group are subscribing for Subscription Shares. As set out below, the aggregate investment by Directors and employees of the Group by way of the Placing and Subscription will amount to c.£0.5 million.
In addition, in order to provide all Qualifying Shareholders with an opportunity to participate in the fundraise, the Company also announces its intention to launch an Open Offer of up to 8,837,242 new ordinary shares of 10 pence each in the capital of the Company (the "Open Offer Shares") at the Issue Price to raise up to a further £4.4 million.
The Placing, Subscription and, if fully subscribed, the Open Offer (together, the "Fundraise") will raise, in aggregate, gross proceeds of £48.4 million through the issue of up to 96,837,242 new ordinary shares of 10 pence each in the capital of the Company (the "New Ordinary Shares").
The Placing is being conducted via an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement") and is subject to the terms and conditions set out in the appendix to this Announcement (which forms part of this Announcement) (the "Appendix"). Liberum Capital Limited ("Liberum") is acting as Nominated Adviser, Broker and Sole Bookrunner in relation to the Placing. Canaccord Genuity is acting as financial adviser to the Company.
The Company is also carrying out a refinancing of its debt facilities (the "Debt Refinancing"), further details of which are set out below. The Fundraise and Debt Refinancing (together, the "Transaction") are inter-conditional. In the event that the proceeds of the Placing and Subscription are not received in full by the Company, the Debt Refinancing will not complete.
Key Highlights
· Proposed Placing and Subscription of £44 million (before expenses) with institutional and other investors (including certain Directors and employees of the Group) and proposed Open Offer of up to approximately £4.4 million (before expenses) with Qualifying Shareholders, in each case at the Issue Price;
· The Company intends to use the net proceeds of the proposed Placing and Subscription to reduce Group indebtedness and to provide working capital for growth;
· All proceeds of the Open Offer will be used to further reduce indebtedness;
· Debt Refinancing conditional on the Placing and Subscription;
· The Transaction will provide a platform for profitable, cash generative growth;
· Completion of the Fundraise is subject, inter alia, to shareholder approval to enable the issue of the New Ordinary Shares, which will be sought at a General Meeting of the Company.
Background
The Group implemented a comprehensive restructuring and deep transformation programme in 2020. Significant progress has been made in improving and strengthening the Group's operational, financial and governance processes and Board composition. The Board is overseeing the implementation of a new organic growth strategy with a focus on gross profit (net fee income), operating profit and cash generation. The Group has tightened bid disciplines and is exiting contracts with low profitability and poor cash generation. A restructuring to right-size the Group led to annualised cost savings of c.£ 15 million, delivering a 19% reduction in 2020 compared to 2019, principally through headcount reduction and rationalising the Group's property estate. Within Recruitment Ireland, costs were reduced by 23% (c.£2.5 million). Rigorous management of working capital has generated c.£10 million of cash due to an increased focus on debt collection and overdue debtors, combined with a squeeze on capital spending. The non-core Apprenticeships business, which was also loss-making, was sold in December 2020 for a nominal consideration, as part of the Board's strategy to simplify its training division into two core services, employability and adult skills.
2020 was a challenging year due to Covid-19 and the Group faced mixed market demands across its divisions as the lockdown, commencing in March, affected customers in different ways. The Covid-19 pandemic created both opportunities and challenges across the Group and overall the businesses proved resilient. During the first lockdown, Staffline experienced strong demand for temporary recruitment from the food, driving, logistics and e-commerce sectors and, whilst subsequent lockdowns did not cause the significant spike in food customer demand seen in March 2020, volumes still remained high. Overall Group trading improved in the second half of 2020, with an increase in revenues and all three divisions returned to underlying operating profit, on a continuing basis, exceeding revised expectations.
The momentum in the second half of 2020 continued into 2021 and the Group made a strong start to the year, with revenue and underlying operating profit ahead of expectations for the first quarter despite the lockdowns implemented for the duration of the period across the UK and Ireland. The Group has continued to benefit from sustained demand from essential food and logistics services, as well as e-commerce. The Group is now also seeing increased activity from clients in some of those sectors most adversely impacted by Covid-19, such as manufacturing, high street retail and convenience foods. There is an increasingly positive market backdrop, with independent data showing that recruitment activity rebounded sharply in March 2021. In addition to the stronger recruitment pipeline, it is anticipated that the Group's training division will benefit from the increase in Government spending on re-skilling and transitioning the workforce back into full time employment. The Group plans to build on its market leading position in Northern Ireland over the next three years, entering the white-collar recruitment market whilst maintaining a strong focus on growth and operating profit.
The Group's pre-IFRS 16 average net debt in the first quarter of 2021 reduced by £14.5 million to £54.9 million (including deferred VAT) as a result of the initiatives implemented to generate additional cashflow. The Group has benefited from a £46.5 million Covid-19 VAT deferral. This VAT creditor will be repaid in eight equal instalments of circa £5.8 million from June 2021 to January 2022. The first instalment will be reduced by a circa £4.1 million corporation tax refund.
Notwithstanding some uncertainty in relation to the pace of lockdown easing and recovery of certain sectors such as travel, the Board is confident in the outlook and believes that the Group is well positioned as a market leading recruitment and training business with a strong reputation for quality delivery. Its strategy is to capitalise on the Group's leadership position in blue collar recruitment whilst expanding higher margin permanent recruitment services and to cross sell employability and training into its blue-chip client base.
However, the Group has required additional funding, which has been provided by Covid-19 related VAT deferral relief from the period from March to June 2020. This is now repayable and the Group is therefore carrying out the Fundraise and Debt Refinancing to meet this funding requirement. With the proposed strengthened capital structure in place, the Board believes that the Group would be in a strong position to take advantage of the increasing opportunities arising from improving business confidence and the wider Covid-19 economic recovery.
Current Trading and Outlook
The Company announced a trading update on 26 April 2021, in which the Board confirmed that the momentum achieved in the second half of 2020 had continued into 2021, and that Staffline had made a strong start to the year with all three divisions achieving an underlying operating profit for the first quarter of 2021. As a result of this strong performance, the Company confirmed that both revenue and underlying operating profit were expected to be ahead of expectations with all three businesses ahead of budget.
The Board is pleased with the progress achieved thus far in 2021 and is beginning to see the benefits of the continued easing of Covid-19 restrictions coupled with the UK's successful vaccination roll-out programme, leading to improving market conditions.
The Group continues to see a stronger recruitment pipeline developing, and it is anticipated that PeoplePlus will benefit from the incremental increase in Government spending on re-skilling and transitioning the national workforce back into employment, following the end of the Furlough scheme.
The Company is currently negotiating certain contracts with prime Restart suppliers in relation to the Department for Work and Pensions Restart programme. Whilst there can be no guarantees that any such contracts will be concluded, any resulting contracts will not impact the current financial year, but would positively impact revenue for the PeoplePlus division across 2022 and 2023.
Whilst there continues to be ongoing uncertainty relating to the pandemic, given the strength of Staffline's trading in the first quarter of 2021 and the clear momentum apparent across the Group's core markets, the Board remains confident in the overall outlook for the business.
Unaudited financials for the year ended 31 December 2020
Set out below are the summary unaudited financials for the year ended 31 December 2020. The full results for that year are expected to be published in June 2021.
|
|
FY2020 |
FY2019 (3) |
|
|
£m |
£m |
|
|
|
|
|
Revenue |
927.6 |
1,063.0 |
|
Gross profit |
74.6 |
87.5 |
|
Underlying operating profit |
4.8(1) |
2.9 |
|
Underlying profit/(loss) after tax |
3.4 |
(1.1) |
|
Average net debt |
(68.3) (2) |
(85.2) |
(1) Underlying profit before goodwill impairment (£35.3 million), amortisation of acquired intangibles (£9.3 million), reorganisation costs and other non-underlying costs (£7.7 million)
(2) Presented on a pre-IFRS16 basis and adjusted to include £46.5 million of deferred VAT
(3) Numbers restated to exclude the results of the Apprenticeships business sold in December 2020 and the Poland subsidiaries, which are held for sale.
Reasons for the Transaction and Use of Proceeds
The Placing and Subscription are expected to raise £44 million in gross proceeds (approximately £40 million net of costs of the Fundraise and Debt Refinancing). The Board intends to use the funds raised to reduce the indebtedness of the Group and to provide working capital for growth. All proceeds of the Open Offer will be used to further reduce indebtedness of the Group.
The Board believes that the Group is now well positioned, and that the Transaction will provide the platform for profitable, cash generative growth. T he Group's leverage will ultimately reduce following the repayment of the deferred VAT creditor and as it delivers growth and generates further cash.
Proposed Debt Refinancing
The Debt Refinancing and Fundraise are being carried out in order to meet a forecast funding shortfall for the Group and to put in place what the Board believes to be more appropriate debt facilities with reduced ongoing Group borrowing costs. The Debt Refinancing and Fundraise are inter-conditional. In the event that the proceeds of the Placing and Subscription are not received in full by the Company, the Debt Refinancing will not complete.
The New Facilities agreement has been signed with three lenders (RBS Invoice Finance Limited, ABN AMRO Asset Based Finance N.V., UK Branch and Leumi ABL Limited), subject to the Group satisfying certain typical conditions precedent, in relation to committed full resource receivables finance facilities of £90 million, in aggregate. In addition, the New Facilities provide an accordion option of up to a further £15 million for the Group if required to fund further growth, subject to lender approval. The New Facilities will be secured on all of the assets and undertakings of the Company and certain other members of the Group, providing liquidity which flexes with the Group's working capital requirements. Further, the Group will continue to have access to its existing and ongoing supplier financing arrangements in respect of specific customers, under which invoices are settled in advance of normal credit terms. At 31 March 2021, £38.7 million of invoices had been settled under these arrangements.
The New Facilities have a four and a half year term, with a one year extension option. The Group will pay interest at 2.75% over SONIA, with a margin ratchet downwards dependent on the Group's leverage. The margin reduces from 2.75% at greater than 5x net debt to EBITDA, to 2.0% at less than or equal to 3x.
A termination fee is payable if the Company voluntarily cancels the New Facilities (or any part of them). If termination/cancellation occurs in the first 12 months, the fee would be 2% of the cancelled amount; the fee reduces to 1% in the second year and thereafter no fee is payable.
The New Facilities will repay the Existing Facilities comprising a revolving credit facility of £20 million and an invoice finance facility of £68.2 million and will replace the current 'off balance sheet' non-recourse receivables purchase facility of £25 million. In conjunction with the Fundraise, the Debt Refinancing will provide significant headroom for the Group going forward against its forecast borrowing requirements. As mentioned above, the existing supplier financing facilities will remain.
As at 31 March 2021 there was £20 million drawn down under the revolving credit facility, £19.3 million drawn down under the receivables finance facility and £18.4 million drawn down under the non-recourse receivables facility.
Under the terms of the New Facilities, the Group will be subject to a maximum net debt (averaged over a rolling 3 months) to EBITDA leverage covenant (initially tested on a monthly basis with a mechanism to move to quarterly testing after 31 December 2022 subject to EBITDA performance) commencing at 5.95x, followed by a gradual reduction to 4.0x by October 2023. The Group will also be subject to a minimum interest cover covenant of 2.25x the last twelve months EBITDA to finance charges.
Importance of the Fundraise
The Transaction is conditional on, amongst other things, the Bookbuild closing and the Resolutions being passed by Shareholders at the General Meeting.
If the Bookbuild does not close and/or Shareholders do not approve the Resolutions:
(i) the Placing, Subscription and the Open Offer cannot be implemented; and
(ii) the New Facilities would not be available to the Group.
In such circumstances, the Group would not have sufficient liquidity under its Existing Facilities to meet its forecast funding requirements. In such circumstances the Board would seek to refinance its Existing Facilities but, based on current information available, the Board believes that it is unlikely to be able to do so without an equity raise or some other form of corporate action which it cannot be certain it would achieve.
Accordingly, it is very important that Shareholders vote in favour of the Resolutions so that the Transaction can proceed (assuming that all other conditions are satisfied).
Details of the Placing, Subscription and Open Offer
Placing
The Placing will be conducted by way of the Bookbuild which will be launched immediately following this Announcement in accordance with the terms and conditions set out in the Appendix. Liberum is acting as Sole Bookrunner in connection with the Placing.
Pursuant to the terms of the Placing Agreement, Liberum, as agent for Staffline, has conditionally agreed to use reasonable endeavours to place the Placing Shares at the Issue Price with institutional and other investors, representing gross proceeds of £44 million if the Placing Shares and Subscription Shares are fully subscribed. The Placing Shares are not subject to clawback and are not part of the Open Offer. The final number of Placing Shares will be agreed by Liberum and Staffline at the close of the Bookbuild, and the result of the Placing will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Liberum. The Placing is not underwritten.
The Appendix (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.
The Placing is conditional, inter alia, on the following:
(i) the Resolutions to issue the New Ordinary Shares being passed at the General Meeting;
(ii) the closing of the Bookbuild;
(iii) the Placing Agreement and New Facilities agreements not being terminated prior to Admission and becoming unconditional in all respects save as they relate to Admission and, in the case of the New Facilities agreements the completion of customary searches and receipt of not less than £40 million of net proceeds of the Fundraise by the Group; and
(iv) Admission of the Placing Shares and Subscription Shares having become effective on or before 8.00 a.m. on 10 June 2021 (or such later date and/or time as the Company and Liberum may agree not being later than 4.30 p.m. on 17 June 2021).
If any of the conditions are not satisfied or waived by Liberum, the New Ordinary Shares will not be issued and all monies received from participants in the Fundraise will be returned to them (at the investors' risk and without interest) as soon as possible.
Open Offer
In order to provide Qualifying Shareholders who do not take part in the Placing with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares, to raise up to a further £4.4 million (before expenses), on the basis of:
10 Open Offer Shares for every 78 Ordinary Shares
held by a Qualifying Shareholder on the Record Date
Subject to the fulfilment of the conditions set out below, Qualifying Shareholders may subscribe for Open Offer Shares in proportion to their holding of Existing Ordinary Shares held on the Record Date. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request under the Excess Application Facility additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer. The Open Offer is not underwritten.
The Open Offer is conditional, inter alia, on the following:
(i) the closing of the Bookbuild;
(ii) the Resolutions to issue the New Ordinary Shares being passed at the General Meeting;
(iii) the Placing Agreement not being terminated prior to Admission and having become unconditional in all respects; and
(iv) Admission of the Open Offer Shares becoming effective on or before 8.00 a.m. on 10 June 2021 (or such later date and/or time as the Company and Liberum may agree being no later than 4.30 p.m. on 17 June 2021).
The allotment and issue of the Open Offer Shares is conditional on Admission of the Placing Shares and Subscription Shares, but the Placing and Subscription is not conditional on Admission of the Open Offer Shares. If the Placing does not complete, then the Open Offer will also not complete. However, if the Open Offer does not complete, then this will not prevent the Placing and Subscription from completing.
A Circular which will provide further details, and include the terms and conditions, of the Open Offer is expected to be sent to Shareholders and be available on the Company's website https://www.stafflinegroupplc.co.uk/investor-relations/ on or around 24 May 2021. The Circular will also include further details of the Placing, Subscription, and the Debt Refinancing and include a notice convening the General Meeting.
Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer. The attention of Shareholders who do not have a registered address in the UK is drawn to paragraph 5 of Part 4 of the Circular.
Director Participation
Certain of the Directors and employees of the Group have agreed to subscribe for New Ordinary Shares by way of the Placing and Subscription at the Issue Price, which amounts to proceeds of c.£0.5m in aggregate.
The following Directors have agreed to participate in the Placing or Subscription:
|
Director |
Participation (£) |
|
Ian Lawson (Chairman) |
50,000 |
|
Albert Ellis (CEO) |
160,000 |
|
Daniel Quint (CFO) |
100,000 |
|
Catherine Lynch (NED) |
5,000 |
|
Ian Starkey (NED) |
25,000 |
The New Ordinary Shares
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission for the New Ordinary Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on 10 June 2021.
General Meeting
The Circular containing further details of the Fundraise and convening the General Meeting and containing the Application Form for the Open Offer and the Proxy Form for the General Meeting is expected to be despatched to Shareholders on or around 24 May 2021 and will thereafter be available on the Company's website at https://www.stafflinegroupplc.co.uk/investor-relations/.
It is proposed that a General Meeting will be held on 9 June 2021 at 11.00 a.m. where the following Resolutions will be proposed:
Resolution 1 - Authority to allot shares
Resolution 1 is an ordinary resolution to authorise the Directors under section 551 of the Act to issue and allot Ordinary Shares. The Act requires that the authority of Directors to allot shares and to make offers or agreements to allot shares in the Company or grant rights to subscribe for or convert any security into shares (the "relevant securities") should be subject to the approval of Shareholders in a general meeting or to an authority set out in the Company's articles of association. Accordingly, Resolution 1 will be proposed to authorise the Directors to allot relevant securities in respect of the issue of the New Ordinary Shares. This authority will expire on the conclusion of the Company's next Annual General Meeting.
Resolution 2 - Disapplication of statutory pre-emption rights
Resolution 2 is a special resolution to disapply the statutory pre-emption rights under section 570 of the Act in respect of equity securities (as defined in section 560 of the Act). The Act requires that any equity securities issued wholly for cash must be offered to existing Shareholders in proportion to their existing shareholdings unless otherwise approved by Shareholders in a general meeting or accepted under the Company's articles of association. A special resolution will be proposed at the General Meeting to give the Directors authority to allot equity securities for cash other than on a pro rata basis pursuant to the issue of the New Ordinary Shares. This authority will expire on the conclusion of the Company's next Annual General Meeting.
General
The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Investors who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Placing Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
Inside Information
This Announcement is released by Staffline Group plc and contains inside information for the purposes of Article 7 of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation, the person responsible for arranging for the release of this Announcement on behalf of the Company is Daniel Quint, Chief Financial Officer.
For further information, please contact:
|
Staffline Group plc Albert Ellis, Chief Executive Officer Daniel Quint, Chief Financial Officer |
via Vigo Communications |
|
|
|
|
Liberum (Nominated Adviser and Sole Bookrunner) Bidhi Bhoma / Richard Lindley / William Hall / Christopher Whitaker |
020 3100 2222 |
|
|
|
|
Canaccord Genuity (Financial Adviser)
Chris Robinson / Ben Spencer
|
020 7665 4500 |
|
Vigo Consulting ( Financial PR) Jeremy Garcia / Antonia Pollock |
020 7390 0230 staffline@vigoconsulting.com |
About Staffline - Recruitment, Training and Support
Enabling the Future of Work™
Staffline is the UK's market leading Recruitment and Training group. It has three divisions:
Recruitment GB
Staffline is the UK's leading provider of flexible blue-collar workers, supplying approximately 40,000 staff per day on average to around 450 client sites, across a wide range of industries including agriculture, supermarkets, drinks, driving, food processing, logistics and manufacturing.
Recruitment Ireland
The recruitment Ireland business is a leading end to end solutions provider operating across twenty industries, ten branch locations, fifteen onsite customer locations and offering RPO, MSP, temporary and permanent solutions across the island of Ireland.
PeoplePlus Division
Staffline is the leading adult skills and training provider in the UK, delivering adult education, prison education and skills-based employability programmes across the country.
Expected Timetable of Principal Events
|
Record Date for entitlements under the Open Offer |
6.00 p.m. on |
19 May 2021 |
|
Announcement of the proposed Fundraise |
7.00 a.m. |
21 May 2021 |
|
Ex-entitlement Date of the Open Offer |
8.00 a.m. |
21 May 2021 |
|
Announcement of the result of the Placing and Subscription |
|
21 May 2021 |
|
Publication of the Circular (including Notice of General Meeting), Application Forms and Forms of Proxy |
|
24 May 2021 |
|
Open Offer Entitlements and Excess Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST |
As soon as practical after 8.00 a.m. |
24 May 2021 |
|
Latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Entitlements from CREST |
4.30 p.m. |
1 June 2021 |
|
Latest time and date for depositing Open Offer Entitlements and Excess Entitlements into CREST |
3.00 p.m. |
2 June 2021 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. |
3 June 2021 |
|
Latest time and date for receipt of Forms of Proxy |
11.00 a.m. |
7 June 2021 |
|
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. |
7 June 2021 |
|
General Meeting |
11.00 a.m. |
9 June 2021 |
|
Announcement of the results of the General Meeting and Open Offer |
|
9 June 2021 |
|
Admission and commencement of dealings in Placing Shares, Subscription Shares and Open Offer Shares |
8.00 a.m. |
10 June 2021 |
|
Expected despatch of definitive share certificates for the New Ordinary Shares in certificated form |
Within 5 business days of |
|
IMPORTANT NOTICE
Neither this Announcement (including the Appendix and the information contained in them), nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, Singapore, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This Announcement is for information purposes only and neither it, nor the information contained in it, shall constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, Singapore, New Zealand or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
This communication is only addressed or distributed to, and directed at, persons (A) in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129; (B) in the United Kingdom, this communication is being distributed only to, and is directed only at, "qualified investors" (as defined in the UK version of the Prospectus Regulation, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time)): (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated; and (C) in Singapore who are (i) institutional investors within the meaning of section 4A of the Securities and Futures Act (Chapter 289) of Singapore ("SFA"), (ii) relevant persons within the meaning of 275(2) of the SFA or (iii) persons to whom an offer is made pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area, the United Kingdom or Singapore by persons who are not relevant persons.
No action has been taken by the Company, Liberum or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants or, in the case of Liberum, persons connected with it as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement has not been approved by the Financial Conduct Authority or the London Stock Exchange.
No offering document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required to be published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person.
No offering document or any registration statements has been, or will be, filed with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) institutional investors within the meaning of section 4A of the SFA, (b) relevant persons within the meaning of 275(2) of the SFA or (c) persons to whom an offer is made pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA. This Announcement has not been reviewed by the Monetary Authority of Singapore.
This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by Liberum, or by any of its Affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.
None of the information in this Announcement has been independently verified or approved by Liberum or any of its Affiliates. Save for any responsibilities or liabilities, if any, imposed on Liberum by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by Liberum or any of its Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of either of Liberum or any of its Affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Liberum and its Affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Liberum or any of its Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.
Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Liberum is not responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein. The responsibilities of Liberum as the Company's nominated adviser and broker under the AIM Rules and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange solely and are not owed to Staffline Group plc or to any Director, Shareholder or any other person in respect of such Shareholder's decision to acquire Shares in reliance on any part of this announcement or otherwise
Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company, Liberum and their respective Affiliates undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Liberum. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.
The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
In connection with the Placing, Liberum and any of its Affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Liberum and any of its Affiliates acting in such capacity. In addition, Liberum and any of its Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which Liberum and any of its Affiliates may from time to time acquire, hold or dispose of shares. Liberum does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM of the London Stock Exchange.
The Appendix to this Announcement sets out the terms and conditions of the Placing. Persons participating in the Placing, by making an oral or written offer to subscribe for Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability 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 Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
Notification under Section 309b(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore
Unless otherwise stated in herein, all Placing Shares issued or to be issued shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS");
(B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(C) PERSONS IN SINGAPORE WHO ARE (I) INSTITUTIONAL INVESTORS WITHIN THE MEANING OF SECTION 4A OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE ("SFA"), (II) RELEVANT PERSONS WITHIN THE MEANING OF 275(2) OF THE SFA OR (III) PERSONS TO WHOM AN OFFER IS MADE PURSUANT TO SECTION 275(1A) OF THE SFA, AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SFA
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing 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 whole or in part, in, into or within the United States (including its territories and dependencies, any state and the District of Columbia) 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 be no public offer of the securities mentioned herein in the United States.
This Announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States, Australia, Canada, Japan, Singapore, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.
Each Placee should consult with its own advisors as to legal, tax, business and related aspects of a purchase of Placing Shares.
The distribution of this Announcement and/or the Placing and/or the issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates, agents directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.
No offering document or any registration statements has been, or will be, filed with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) institutional investors within the meaning of section 4A of the SFA, (b) relevant persons within the meaning of 275(2) of the SFA or (c) persons to whom an offer is made pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA. This Announcement has not been reviewed by the Monetary Authority of Singapore
This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA or the UK.
Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1. it is a Relevant Person (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 a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) 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 UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Liberum has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Regulation (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article 2 (e) of the Prospectus Regulation; and
(b) 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 Regulation:
(iii) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale; or
(iv) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; or
in the case of a Relevant Person in Singapore who acquires any Placing Shares pursuant to the Placing it is:
(c) an institutional investor within the meaning of section 4A of the Securities and Futures Act (chapter 289) of Singapore ("SFA"),
(d) a relevant person within the meaning of 275(2) of the SFA;
(e) a person to whom an offer is made pursuant to section 275(1a) of the SFA, and in accordance with the conditions specified in section 275 of the SFA.
4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
6. 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, as referred to in paragraph 4 above) is not a U.S. Person (as defined in Regulation S under the US Securities Act ("Regulation S")) 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; and
7. it has not offered, sold or delivered and will not offer to sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, or to, or for the account or benefit of, US Persons; neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Placing Shares; and it is not taking up the Placing Shares for resale in or into the United States.
No prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement, the announcement of the pricing of the Placing (the "Placing Results Announcement") (together, the "Placing Documents") and any other information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the trade confirmation sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and neither the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor, and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner is acting as bookrunner in connection with the Placing and has today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares.
The final number of Placing Shares will be set out in a share placing supplement agreed between the Bookrunner and the Company following the Bookbuild (the "Placing Supplement").
The Placing is not underwritten by the Bookrunner.
The Placing Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and 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 on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to London Stock Exchange plc (the "London Stock Exchange") for the admission of the Placing Shares to trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 10 June 2021 (or such later time and/or date as the Bookrunner may agree with the Company, being not later than 4.30 p.m. on 17 June 2021) and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Bookrunner will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Announcement 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 Placees in respect of any Placing Shares.
The Bookrunner shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as bookrunner and placing agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner 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.
2. The single price payable to the Bookrunner as agent for the Company by all Placees whose bids are successful is fixed at 50 pence per Placing Share (the "Issue Price").
3. The number of Placing Shares will be agreed by the Bookrunner (in consultation with the Company) following completion of the Bookbuild. Subject to the execution of the Placing Supplement, the number of Placing Shares to be issued will be announced on an RIS following the completion of the Bookbuild via the Placing Results Announcement.
4. Allocations of the Placing Shares will be determined by the Bookrunner after consultation with the Company (the proposed allocations having been supplied by the Bookrunner to the Company in advance of such consultation). Subject to the execution of the Placing Supplement, allocations will be confirmed orally or in writing by the Bookrunner and a trade confirmation will be despatched as soon as possible thereafter. The Bookrunner's oral or written confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Bookrunner and the Company, to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
5. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by the Bookrunner. The terms of this Appendix will be deemed incorporated in that trade confirmation.
6. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
7. All obligations under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
8. By participating in the Placing, each Placee agrees 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.
9. To the fullest extent permissible by law, neither the Bookrunner, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunner, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may determine.
10. 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 Bookrunner's conduct of the Placing.
11. All times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunner's obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the "Conditions"):
1. certain announcement obligations;
2. Admission occurring no later than 8.00 a.m. (London time) on 10 June 2021(or such later time and/or date, not being later than 4.30 p.m. (London time) on 17 June 2021, as the Bookrunner may otherwise agree with the Company) (the "Closing Date");
3. 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 immediately prior to Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting;
4. the Company having complied with all of its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;
5. the execution and delivery of the Placing Supplement;
6. the passing of resolutions by the Company's shareholders at a general meeting held to approve the issuance and allotment of, amongst others, the Placing Shares;
7. between the date of the Placing Agreement and Admission there having been no material adverse change in, or any development including 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 Company or the Group (taken as a whole) whether or not arising in the ordinary course of business ("Material Adverse Change"); and
8. the New Facilities agreements not being terminated, amended (without the prior written consent of the Bookrunner, not to be unreasonably delayed or withheld) or rescinded prior to Admission and becoming unconditional in all respects at Admission (other than any condition relating to Admission, the completion of customary searches and/or receipt by the Group of £40 million of net proceeds of the Fundraise).
The Bookrunner may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. The condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Bookrunner by the relevant time or date specified (or such later time or date as the Company and the Bookrunner may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.
Neither the Bookrunner, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of the warranties (in a material respect) or undertakings contained in the Placing Agreement or the Company fails to perform any other provision of the Placing Agreement;
2. any statement contained in the Placing Documents (or the Circular or Application Form) is incorrect or has become untrue or incorrect in any material respect or misleading or a new matter has arisen or change has taken place which would, if the Placing were made at that time, constitute a material omission; or
3. the occurrence of a Material Adverse Change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by the Bookrunner of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner 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 or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by the Bookrunner of the allocation and commitments following the close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Bookrunner that, between the date of the Placing Agreement and 180 days after Admission, it will not, without the prior written consent of the Bookrunner allot or issue any Ordinary Shares (or any interest therein or in respect thereof) or issue any Options over Ordinary Shares (or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares) save for the issue of any options pursuant to (and in accordance with the rules of) the Company's existing share option or share incentive schemes or for the issue of Ordinary Shares pursuant to the exercise of any options under such schemes.
By participating in the Placing, Placees agree that the exercise by the Bookrunner 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 Bookrunner's absolute discretion 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.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B040L800) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to the 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 the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the Bookrunner as agent for the Company and the Bookrunner will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take place on 10 June 2021 on a delivery versus payment basis.
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 four percentage points above the Bank of England's base rate from time to time but 4% per year for any period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunner's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Bookrunner nor the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Bookrunner (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:
General
1. it has read and understood this Announcement in its entirety and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither the Bookrunner nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Bookrunner on an after-tax basis in respect of any Indemnified Taxes;
4. neither the Bookrunner nor any of its affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person (other than the Bookrunner) in connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, 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;
No prospectus
8. no prospectus or other offering document is required under the Prospectus Regulation, nor will one be prepared in connection with the Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
Purchases by Bookrunner for its own account
9. in connection with the Placing, the Bookrunner and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Bookrunner or any of their affiliates acting in such capacity;
10. the Bookrunner and its affiliates may enter into financing arrangements and swaps with investors in connection with which the Bookrunner and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
11. the Bookrunner does not intend to disclose the extent of any investment or transactions referred to in paragraphs 9 and 10 above otherwise than in accordance with any legal or regulatory obligation to do so;
No fiduciary duty or client of the Bookrunner
12. the Bookrunner does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner in connection with its participation in the Placing and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
No responsibility of the Bookrunner for information
14. the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither the Bookrunner nor its affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents, or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 15(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;
(b) it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by the Bookrunner or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
(c) neither the Bookrunner, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and
(d) neither the Bookrunner nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation that the Bookrunner, any of its affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
17. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;
(b) will not look to the Bookrunner for all or part of any such loss it may suffer;
(c) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;
19. it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and
(b) and will remain liable to the Company and/or the Bookrunner for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
20. it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Bookrunner, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;
22. it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Announcement;
Excluded territories
23. the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, New Zealand, Canada, Japan, Singapore or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner that would, or is intended to, permit a public offer of the Placing Shares in the United States, Australia, New Zealand, Canada, Japan, Singapore or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
25. unless otherwise specifically agreed with the Bookrunner, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, New Zealand, Japan, Singapore, the Republic of South Africa or any province or territory of Canada;
26. it may be asked to disclose in writing or orally to the Bookrunner:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
Compliance with U.S. securities laws
27. it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares, (i) at the time the Placing Shares are subscribed for will be located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S;
28. it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;
29. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
Compliance with EEA selling restrictions and the Prospectus Regulation
30. if in a member state of the EEA, unless otherwise specifically agreed with the Bookrunner in writing, it is a Qualified Investor;
31. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
32. if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the prior consent of the Bookrunner has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and MAR
33. if in the United Kingdom, that it is a "Qualified Investor" for the purposes of the UK version of the Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 and is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;
34. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");
35. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of 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 and it acknowledges and agrees that the Placing Documents have not and will not have been approved by the Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
36. it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and the UK version of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("MAR")) in respect of anything done in, from or otherwise involving, the United Kingdom);
Compliance with Singaporean law
37. if in Singapore, it is (i) an institutional investor within the meaning of section 4A of the Securities and Futures Act (chapter 289) of Singapore ("SFA"); (ii) a relevant person within the meaning of 275(2) of the SFA; or (iii) a person to whom an offer is made pursuant to section 275(1a) of the SFA, and in accordance with the conditions specified in section 275 of the SFA;
38. it has not offered or sold and will not offer or sell any Placing Shares to persons in Singapore;
39. it acknowledges that all Placing Shares issued or to be issued shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products);
Compliance with laws
40. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;
41. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and 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 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
42. in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify the Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
Depositary receipts and clearance services
43. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
Undertaking to make payment
44. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunner may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
Money held on account
45. any money held in an account with the 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 relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
Allocation
46. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
No recommendation
47. neither the Bookrunner, nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing;
Inside information
48. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:
(c) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
(d) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
(e) disclosed such information to any person, prior to the information being made publicly available;
Rights and remedies
49. the rights and remedies of the Company and the Bookrunner under the terms and conditions in this Announcement 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; and
Governing law and jurisdiction
50. these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or the Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as the Bookrunner and are irrevocable. The Bookrunner, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Bookrunner to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Bookrunner and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by the Bookrunner, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Bookrunner will be responsible and the Placees shall indemnify the Company and the Bookrunner on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Bookrunner in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and the Bookrunner are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Bookrunner and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold the Bookrunner and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.
DEFINITIONS
|
"Act" |
the Companies Act 2006 (as amended) |
|
"Admission" |
admission of the New Ordinary Shares means admission of the Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules |
|
"AIM" |
the AIM market operated by the London Stock Exchange |
|
"AIM Rules" |
the AIM Rules for Companies, as published by the London Stock Exchange from time to time |
|
"Announcement" |
this announcement (including the Appendix) |
|
"Application Form" |
the application form relating to the Open Offer to be enclosed with the Circular for use by Qualifying non-CREST Shareholders |
|
"Basic Entitlement(s)" |
the pro rata entitlement for Qualifying Shareholders to subscribe for 10 Open Offer Shares for every 78 Ordinary Shares held by a Qualifying Shareholder on the Record Date pursuant to the Open Offer as will be more particularly described in Part 4 of the Circular |
|
"Board" or "Directors" |
the board of directors of the Company |
|
"Bookbuild" |
the accelerated bookbuilding exercise to be carried out by Liberum in relation to the Placing |
|
"Business Day" |
a day (other than a Saturday, Sunday or public holiday) when banks are usually open for business in London |
|
"certificated" or "in certificated form" |
in relation to a share or other security, a share or other security that is not in uncertificated form, that is not in CREST |
|
"Circular" |
the circular published by the Company giving (amongst other things) details of the Transaction, the terms and conditions of the Open Offer and incorporating the Notice of General Meeting, which is expected to be posted on or around 24 May 2021 |
|
"Company" or "Staffline" |
Staffline Group plc, a company incorporated in England and Wales with registered number 05268636 |
|
"CREST" |
the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Regulations) |
|
"Debt Refinancing" |
the proposed refinancing of the Existing Facilities with the New Facilities |
|
"Excess Application Facility" |
the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of the Basic Entitlement in accordance with the terms and conditions of the Open Offer to be set out in the Circular |
|
"Excess Entitlement(s)" |
Open Offer Shares in excess of the Basic Entitlement, but not in excess of the total number of Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer |
|
"Ex-entitlement Date" |
the date on which the Existing Ordinary Shares are marked 'ex' for entitlement under the Open Offer being 21 May 2021 |
|
"Existing Facilities" |
the Group's existing three separate financing facilities totalling £113 million, being a £20 million revolving credit facility, a £68 million receivables finance facility and a £25 million non-recourse receivables facility |
|
"Existing Ordinary Shares" |
the 68,930,486 Ordinary Shares in issue at the date of this Announcement |
|
"FCA" |
the Financial Conduct Authority |
|
"FSMA" |
Financial Services and Markets Act 2000 (as amended) |
|
"Fundraise" |
together, the Placing, Subscription and Open Offer |
|
"General Meeting" |
the general meeting of the Company convened for 11.00 a.m. on 9 June 2021 at which the Resolutions will be proposed, notice of which will be set out at the end of the Circular |
|
"Group" |
the Company and its Subsidiaries |
|
"ISIN" |
International Securities Identification Number |
|
"Issue Price" |
50 pence per New Ordinary Share |
|
"Liberum" or "Broker and Nominated Adviser" |
Liberum Capital Limited, the Company's Sole Bookrunner and Nominated Adviser |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"New Facilities" |
the new receivables finance facilities of £90 million, in aggregate, and an accordion option of up to a further £15 million, available to the Group from ABN AMRO Bank, RBS Invoice Finance and Leumi ABL, subject to the Group satisfying certain conditions precedent |
|
"New Ordinary Shares" |
up to 165,767,728 new Ordinary Shares to be issued pursuant to the Transaction (being the Placing Shares, Subscription Shares and the Open Offer Shares) |
|
"Notice of General Meeting" |
the notice of General Meeting to be set out at the end of the Circular |
|
"Open Offer" |
the conditional invitation to Qualifying Shareholders to apply for the Open Offer Shares at the Issue Price on the terms and conditions contained in the Circular and, where relevant, in the Application Form |
|
"Open Offer Entitlements" |
entitlements for Qualifying Shareholders to subscribe for Open Offer Shares pursuant to the Basic Entitlement and the Excess Entitlement |
|
"Open Offer Restricted Jurisdiction" |
any jurisdiction other than the United Kingdom |
|
"Open Offer Shares" |
up to 8,837,242 New Ordinary Shares to be issued pursuant to the Open Offer |
|
"Ordinary Shares" |
the ordinary shares of £0.10 each in the share capital of the Company |
|
"Overseas Shareholders" |
Shareholders with registered addresses, or who are citizens or residents of, or incorporated in Restricted Jurisdictions |
|
"Placees" |
any person who has agreed to subscribe for Placing Shares |
|
"Placing" |
the proposed placing by the Company of the Placing Shares at the Issue Price |
|
"Placing Agreement" |
the conditional agreement dated 21 May 2021 between the Company and Liberum in connection with the Placing, further details of which are set out in this Announcement |
|
"Placing Restricted Jurisdiction" |
the United States, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa and any other jurisdiction where the extension or availability of the Placing would breach any applicable law |
|
"Placing Shares" |
up to 87,249,500 New Ordinary Shares to be conditionally placed with Placees by Liberum in accordance with the terms of the Placing Agreement |
|
"Qualifying CREST Shareholders" |
Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in uncertificated form in CREST |
|
"Qualifying non-CREST Shareholders" |
Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in certificated form |
|
"Qualifying Shareholders" |
holders of Existing Ordinary Shares other than Overseas Shareholders, whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions to be set out in the Circular |
|
"Record Date" |
19 May 2021 |
|
"Regulation D" |
Regulation D promulgated under the Securities Act |
|
"Regulation S" |
Regulation S promulgated under the Securities Act |
|
"Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
|
"Resolutions" |
the resolutions to be proposed at the General Meeting and set out in the Notice of General Meeting |
|
"Restricted Jurisdictions" |
Open Offer Restricted Jurisdictions and Placing Restricted Jurisdictions |
|
"Securities Act" |
the United States Securities Act of 1933, as amended |
|
"SFA" |
the Securities and Futures Act (Chapter 289) of Singapore |
|
"Shareholder" |
a holder of Ordinary Shares |
|
"SONIA" |
Sterling Overnight Index Average |
|
"Subscription" |
the subscription for the Subscription Shares in accordance with the Subscription Letters by certain Directors and senior officers of the Company at the Issue Price as more particularly described in this Announcement and the Circular |
|
"Subscription Letters" |
the subscription letters entered into between the Company and certain Directors and senior officers of the Company on 21 May 2021 |
|
"Subscription Shares" |
up to 750,500 New Ordinary Shares conditionally subscribed for in accordance with the terms of the Subscription Letters |
|
"Transaction" |
together, the Fundraise and Debt Refinancing |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland |
|
"uncertificated" or "in uncertificated form" |
a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST |
|
"US" or "United States" |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
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