Placing and Open Offer to raise up to £22 million
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
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 THE CITY PUB GROUP PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
The City Pub Group PLC
(the "Company")
Placing and Open Offer to raise up to £22 million
The Company today announces it is proposing to raise up to £22 million, before expenses, by way of a Placing to raise up to £15 million and an Open Offer to raise up to approximately £7 million at a price of 50 pence per share (the "Issue Price").
The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this Announcement.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner in relation to the Placing.
Placing and Open Offer Highlights
· Proposed Placing of up to £15 million (before expenses) to certain existing shareholders and other institutional investors at the Issue Price.
· Open Offer of up to approximately £7 million (before expenses) with Qualifying Shareholders at the Issue Price.
· Issue Price of 50 pence per New Ordinary Share represents a discount of 10.7 per cent. to the closing mid-market price of the Company's existing ordinary shares on 26 March 2020, the latest practicable date prior to this Announcement.
· The net proceeds of the Placing and Open Offer will be used primarily to strengthen the Company's balance sheet and also, should the right opportunities arise, to expand the Company's portfolio of pubs at a time when the Directors' believe acquisition prices will be reduced in the short term.
· Upon completion of the Placing and the Open Offer, the 44,015,634 New Ordinary Shares would represent approximately 41.6 per cent. of the Enlarged Share Capital (assuming the Open Offer is subscribed in full).
· The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Liberum, in consultation with the Company. The Placing is not underwritten.
· The final number of Placing Shares will be agreed by Liberum and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.
· The Appendix to this announcement (which forms part of this announcement) contains the detailed terms and conditions of the Placing.
· Completion of the Placing and Open Offer will be conditional upon, inter alia, the approval by Shareholders of the resolutions to be proposed at a general meeting of the Company expected to be convened and held on 16 April 2020 and Admission occurring.
· The Company expects to publish a circular (the "Circular") in connection with the Placing and Open Offer following the successful closure of the Accelerated Book Build, in order to convene the General Meeting. Full details of the Open Offer will also be included in the Circular.
Background to and reasons for the Placing and Open Offer
City Pub Group was, prior to the onset of the COVID-19 virus, a fast-growing business which had developed from a start-up in 2011 to a highly cash generative and profitable business with a high-quality estate of predominately freehold pubs.
On 17 March 2020, the Company announced that recent trading had been impacted by COVID-19 and its wider effects.
Since that date, the Government announced the closure of all pubs and restaurants and, on 23 March, a strict lockdown across the country.
The Company has taken a number of steps to significantly reduce its monthly costs including temporary and permanent reductions in the number of employees, unpaid leave and salary sacrifice of staff, reduction in the salary of Directors by 50% until the pubs re-open and halting training and recruitment costs. Certain variable costs have been suspended e.g. BT, Sky and other entertainment and promotional activities.
The Company will also be pursuing the Government's announced support of reimbursement of 80% of employees costs for those on salaries of £30,000 p.a. or less, is in discussions with Landlords with a view to achieving rent holidays and reduce other commitments, is in discussions with suppliers regarding extending credit terms and is also intending to submit claims under relevant insurance policies for both COVID-19 and for its pubs being closed down. The Company will also benefit from a business rates holiday in line with Government announcements.
The Company intends to retain key head office staff and pub managers in order to protect the business. Whilst headcount will be reduced in the near term, it is important that the Company maintains a nucleus of experienced staff who Directors' believe will help the business to hit the ground running when normal trading conditions return. The Directors also intend to implement new sales and marketing technology platforms in order to further centralize marketing and sales activities and streamline operations.
As announced on 17 March the Board is confident the Company has sufficient working capital to maintain its operations for at least another six months without further capital. The Directors estimate that the monthly cash requirement, including retained employee costs and no deferral in rent, will be approximately £350,000 per month. Current net debt is approximately £32 million against a portfolio consisting of freehold assets (90%), with a net book value of £116 million as at 29 December 2019.
The Company has a strong and supportive relationship with its bank. Whilst its bank have waived key covenant tests until December 2020, its £35 million bank facility, repayable in 2022 is fully drawn and its £15 million accordion facility remains subject to credit committee approval.
The Company is therefore proposing to raise funds via a Placing to raise up to £15 million (before expenses) and up to a further approximately £7 million via the Open Offer in order to:
· Strengthen the Company's balance sheet in the event that the ongoing suspended trading environment is extended;
· Improve operational execution as a result of a more streamlined business;
· Enable the Company to plan ahead for when more normal levels of business return; and
· Position the Company, should the right opportunities arise, to expand the Company's portfolio of pubs at a time when the Directors' believe short-term acquisition prices will be reduced.
The Directors believe that if the Placing is successful, the Company will be well placed to grow the business and recover shareholder value once its pubs reopen.
The cost base will be reduced and, although the cost base will increase when the pubs reopen, the Company will be well financed to enable the pub portfolio to be expanded at a time when the Directors believe acquisition prices will be reduced.
During the closure period, the senior management will focus on improving the operational structure of the business so that it can be operated and managed more effectively. The Company intends to continue with its cost reduction measures after completion of the Placing and Open Offer and to focus on improving shareholder value once its pubs reopen.
Current Trading
Further to the update to the market on 17 March 2020:
· For the first 11 weeks to 15 March 2020, total turnover was up 11% against the same period last year. Like for like sales for the same period were down 4.5%;
· For the 12 weeks to 22 March 2020, total turnover was up 2.5% against the same period last year; and
· Following the UK Government announcement on 20 March 2020, all the Company's pubs have closed as a result of measures required to combat the spread of COVID-19.
Enquiries:
The City Pub Group plc Tel: +44 20 7559 5106
Clive Watson, Executive Chairman
Tarquin Williams, CFO
Liberum (Nomad & Joint Broker) Tel: +44 20 3100 2222
Chris Clarke / Edward Thomas / Clayton Bush
Berenberg (Joint Broker) Tel: +44 20 3207 7800
Chris Bowman / Toby Flaux / Marie Moy
Instinctif Partners Tel: +44 (0)7831379122
Matthew Smallwood
Note:
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, Liberum, Berenberg nor any of their respective associates, partners, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA" ) in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
Berenberg which is a member of the London Stock Exchange and which is authorised and regulated in Germany by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement, and Berenberg will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Berenberg or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, 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.
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 New Ordinary Shares to be issued pursuant to the Placing and Open Offer will not be admitted to trading on any stock exchange other than the AIM market of 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, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares the subject of the Placing have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below.
The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.
About City Pub Group
City Pub Group is the owner and operator of 47 premium pubs across Southern England and Wales.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Record Date for entitlement to participate in the Open Offer |
6 p.m. on 25 March 2020 |
|
Announcement of the Placing and the Open Offer |
on 27 March 2020 |
|
Despatch of the Circular, the Form of Proxy and, to certain Qualifying Non-CREST Shareholders, the Application Form |
on 30 March 2020 |
|
Ex-entitlement Date for the Open Offer |
7.00 a.m. on 30 March 2020 |
|
Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders |
on 31 March 2020 |
|
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST |
4.30 p.m. on 7 April 2020 |
|
Latest time for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST |
3.00 p.m. on 8 April 2020 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 9 April 2020 |
|
Latest time and date for receipt of Forms of Proxy for the General Meeting |
11.00 a.m. on 14 April 2020 |
|
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) |
11.00 a.m. on 15 April 2020 |
|
General Meeting |
11.00 a.m. on 16 April 2020 |
|
Announcement of the result of the General Meeting and Open Offer |
on 16 April 2020 |
|
Admission of the New Ordinary Shares to trading on AIM |
8.00 a.m. on 17 April 2020 |
|
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only) |
As soon as practicable after 8.00 a.m. on 17 April 2020 |
|
Expected date of despatch of definitive share certificates for the New Ordinary Shares in certificated form (certificated holders only) |
on 29 April 2020 |
|
|
|
Notes:
(1) The ability to participate in the Open Offer is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or who are located or resident in countries outside the UK (particularly the Excluded Overseas Shareholders).Subject to certain exceptions, Application Forms will not be despatched to, and Open Offer Entitlements will not be credited to the stock accounts in CREST of, Shareholders with registered addresses in any of the Restricted Jurisdictions.
(2) Each of the times and dates set out in the above timetable and mentioned in this Announcement is subject to change by the Company (with the agreement of Liberum), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
(3) References to times in this Announcement are to London times unless otherwise stated.
(4) Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
(5) Assumes that the Resolutions that are set out in the Notice of General Meeting are passed.
(6) If you require assistance please contact Equiniti on 0371 384 2050 or +44 121 415 0259 (if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes .
FURTHER DETAILS OF THE PROPOSED PLACING AND OPEN OFFER
1. Introduction
Placing and Open Offer
The Company is proposing to undertake a Placing to raise approximately £15 million (before expenses) together with an Open Offer to raise approximately £7 million (before fees and expenses), in each case through the issue of New Ordinary Shares at the Issue Price. Liberum is acting as nominated adviser and corporate broker in connection with the Placing and Open Offer.
The Issue Price represents a discount of 10.7 per cent. to the Closing Price on the Latest Practicable Date. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur on or around 17 April 2020. The Placing and the Open Offer are conditional, inter alia, on the passing of the Resolutions at the General Meeting. T he Placing Shares are not subject to clawback and are not part of the Open Offer.
The purpose of this Announcement is to set out the background to, and the reasons for, the Placing and the Open Offer. It explains why the Directors consider the Placing and the Open Offer to be in the best interests of the Company and its Shareholders as a whole. The Board recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors who are interested in the Company's shares have irrevocably undertaken to do themselves in respect of their own beneficial shareholdings.
2. Background to and reasons for the Placing and Open Offer
City Pub Group was, prior to the onset of the COVID-19 virus, a fast growing business which had developed from a start-up in 2011 to a highly cash generative and profitable business with a high quality estate of predominately freehold pubs.
On 17 March 2020, the Company announced that recent trading had been impacted by COVID-19 and its wider effects.
Since that date the Government announced the closure of all pubs and restaurants and, on 23 March, a strict lockdown across the country.
The Company has taken a number of steps to significantly reduce its monthly costs including temporary and permanent reductions in the number of employees, unpaid leave and salary sacrifice of staff, reduction in the salary of Directors by 50% until the pubs re-open and halting training and recruitment costs. Certain variable costs have been suspended e.g. BT, Sky and other entertainment and promotional activities.
The Company will also be pursuing the Government's announced support of reimbursement of 80% of employees costs for those on salaries of £30,000 p.a. or less, is in discussions with Landlords with a view to achieving rent holidays and reduce other commitments, is in discussions with suppliers regarding extending credit terms and is also intending to submit claims under relevant insurance policies for both COVID-19 and for its pubs being closed down. The Company will also benefit from a business rates holiday in line with Government announcements.
The Company intends to retain key head office staff and pub managers in order to protect the business. Whilst headcount will be reduced in the near term, it is important that the Company maintains a nucleus of experienced staff who Directors' believe will help the business to hit the ground running when normal trading conditions return. The Directors also intend to implement new sales and marketing technology platforms in order to further centralize marketing and sales activities and streamline operations.
As announced on 17 March, the Board is confident the Company has sufficient working capital to maintain its operations for at least another six months without further capital. The Directors estimate that the monthly cash requirement, including retained employee costs and no deferral in rent, will be approximately £350,000 per month. Current net debt is approximately £32 million against a portfolio consisting of freehold assets (90%), with a net book value of £116 million as at 29 December 2019.
The Company has a strong and supportive relationship with its bank. Whilst its bank have waived key covenant tests until December 2020 its £35 million bank facility, repayable in 2022, is fully drawn and its £15 million accordion facility remains subject to credit committee approval.
Th e Company is therefore proposing to raise funds via a Placing to raise up to £15 million (before expenses) and up to a further approximately £7 million via the Open Offer in order to:
· Strengthen the Company's balance sheet in the event that the ongoing suspended trading environment is extended;
· Improve operational execution as a result of a more streamlined business;
· Enable the Company to plan ahead for when more normal levels of business return; and
· Position the Company, should the right opportunities arise, to expand the Company's portfolio of pubs at a time when Directors' believe short-term acquisition prices will be reduced.
The Directors believe that if the Placing is successful, the Company will be well placed to grow the business and recover shareholder value once its pubs reopen.
The cost base will be reduced and, although the cost base will increase when the pubs reopen, the Company will be well financed to enable the pub portfolio to be expanded at a time when the Directors believe acquisition prices will be reduced .
During the closure period, the senior management will focus on improving the operations structure of the business so that it can be operated and managed more effectively. The Company intends to continue with its cost reduction measures after completion of the Placing and Open Offer and to focus on improving shareholder value once its pubs reopen .
3. Current Trading
Further to the update to the market on 17 March 2020:
· For the first 11 weeks to 15 March 2020, total turnover was up 11% against the same period last year. Like for like sales for the same period were down 4.5%;
· For the 12 weeks to 22 March 2020, total turnover was up 2.5% against the same period last year; and
· Following the UK Government announcement on 20 March 2020, all the Company's pubs have closed as a result of measures required to combat the spread of COVID-19.
4. Details of the Placing and Open Offer
The Directors have given careful consideration as to the structure of the proposed fundraising and have concluded that the Placing and the Open Offer is the most suitable option available to the Company and its Shareholders at this time.
Through the Placing, up to 30,000,000 Placing Shares will be issued to Placees at 50 pence per Placing Share (i.e. the Issue Price) to raise gross proceeds of approximately £15 million; and
Up to 14,015,634 New Ordinary Shares will be issued to Qualifying Shareholders through the Open Offer at 50 pence per New Ordinary Share to raise gross proceeds of up to approximately £7 million (assuming full take up under the Open Offer).
The Placing was made available to certain eligible existing institutional shareholders and certain new institutional investors.
The allotment and issue of the Placing Shares and the Open Offer Shares is conditional on the approval by Shareholders of the Resolutions required for the Directors to allot the Placing Shares and the Open Offer Shares and for statutory pre-emption rights to be disapplied in respect of such allotments. The Resolutions include the relevant approvals required for the Placing.
The Resolutions also contain the relevant approvals to effect the Reorganisation details of which are set out below and the Placing and Open Offer is also conditional on the approval of Shareholders to the Reorganisation.
Principal Terms of the Placing
Liberum, as agent for the Company, has agreed to procure Placees by way of an accelerated bookbuild process on the terms of the Placing and Open Offer Agreement. Placees will apply to subscribe for the Placing Shares on the basis of the Terms and Conditions of the Placing set out in the Appendix to this Announcement.
The Placing is not being underwritten.
The Placing Shares are not subject to clawback and are not part of the Open Offer.
The Placing is intended to raise £15 million (before expenses). It is expected that the Placing proceeds will be received by the Company by 17 April 2020.
Principal terms of the Open Offer
The Directors consider it important that Qualifying Shareholders have the opportunity to participate in the fundraising, and the Directors have concluded that the Open Offer is the most suitable option available to the Company and its Shareholders.
The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.
Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for 5 Open Offer Shares for every 22 Existing Ordinary Shares held on the Record Date.
The Open Offer will raise gross proceeds of up to approximately £7 million.
The Issue Price represents a discount of approximately 10.7 per cent. to the Closing Price on the Latest Practicable Date.
The Placing and the Open Offer are separate and distinct transactions involving the issue of New Ordinary Shares. However the Open Offer is conditional on the Placing and will not be implemented independently if for any reason the Placing lapses. Following the close of the subscription period under the Open Offer, any Open Offer Shares not subscribed for by Qualifying Shareholders may be placed by the Company with institutional investors to satisfy any further demand at such time.
Basic Entitlement
Qualifying Shareholders are invited, on and subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility) at the Issue Price. Qualifying Shareholders have a Basic Entitlement of:
5 Open Offer Shares for every 22 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on the Record Date.
Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.
The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 14,015,634 New Ordinary Shares.
Allocations under the Open Offer
In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility provided always that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring their aggregate interest in the Company to more than the 29.9 per cent. Aggregate Limit.
Excess Application Facility
Subject to availability and assuming that Qualifying Shareholders have accepted their Basic Entitlement in full, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in addition to their Basic Entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit.
Excess Applications may be allocated in such manner as the Directors (in consultation with Liberum) may determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.
Conditionality
The Placing and the Open Offer are conditional upon, among other things, the following:
• the passing (without amendment) at the General Meeting of the Resolutions and the Resolutions becoming unconditional;
• the London Stock Exchange agreeing to admit (subject only to allotment, where relevant) the Placing Shares and the Open Offer Shares to trading on AIM;
• Admission taking place by not later than 8.00 a.m. on 17 April 2020 (or such later date as Liberum may agree as the date for Admission, but in any event not later than 8.00 a.m. on 30 April 2020); and
• the Placing and Open Offer Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission.
If the conditions set out above are not satisfied or waived (where capable of waiver):
• the Placing and the Open Offer will lapse;
• the Placing Shares will not be issued and all monies received from the Placees in respect of the Placing Shares will be returned to the Placees (at the Placees' risk and without interest) as soon as possible thereafter;
• any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
The Placing and the Open Offer are separate and distinct transactions involving the issue of Ordinary Shares. However the Open Offer is conditional on the Placing and will not be implemented independently if for any reason the Placing lapses.
Application for Admission
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 17 April 2020 (or such later time and/or date as may be agreed between the Company and Liberum, being no later than 8.00 a.m. on 30 April 2020). No temporary document of title will be issued.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of this Announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.
5. Effect of the Placing and the Open Offer
Upon completion of the Placing and the Open Offer, the New Ordinary Shares will represent approximately 41.6 per cent. of the Enlarged Share Capital (assuming the Open Offer is subscribed in full).
6. The Placing and Open Offer Agreement
Pursuant to the terms of the Placing and Open Offer Agreement, Liberum, as joint broker for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares and Berenberg, as joint broker, has been appointed as agent to assist with the Open Offer.
The Placing and Open Offer Agreement is conditional upon, among other things, the conditions set out above and none of the warranties or undertakings given to Liberum and Berenberg prior to Admission being or becoming untrue, inaccurate or misleading.
The Placing and Open Offer Agreement contains customary warranties given by the Company in favour of Liberum and Berenberg in relation to, among other things, the accuracy of the information in this Announcement and the Circular and other matters relating to the Group and its business.
In addition, the Company has agreed to indemnify Liberum (and its affiliates) and Berenberg (and its affiliates) in relation to certain liabilities which they may incur in respect of the Placing and the Open Offer.
Liberum has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a material adverse change or if the Placing and Open Offer Agreement does not become unconditional.
7. Use of Proceeds
The proceeds of the Placing and Open Offer will be:
· Primarily to strengthen the Company's balance sheet in the event that the ongoing suspended trading environment in the wake of COVID-19 continues;
· To improve operational execution as a result of a more streamlined business;
· To enable the Company to plan ahead for when more normal levels of business return; and
· To position the Company, should the right opportunities arise, to expand the Company's portfolio of pubs at a time when Directors' believe short-term acquisition prices will be reduced.
8. Details of the Reorganisation
The Company proposes to implement the Reorganisation so as to reduce the nominal value of the Ordinary Shares. The Reorganisation will take place before Admission and is expected to be implemented after the General Meeting. Under the Reorganisation, each Existing Ordinary Share of 50 pence nominal value will be subdivided into 50 Ordinary Shares of one pence nominal value and 49 of these ordinary shares of one pence each will be immediately re-designated as a Deferred Share of one pence nominal value, with very limited rights.
The Placing and Open Offer is conditional upon (among other things) the completion of the Reorganisation. The proportion of the issued share capital of the Company held by each Shareholder immediately following the Reorganisation will remain unchanged. In addition, apart from having a different nominal value, each Ordinary Share of one pence nominal value will carry the same rights as set out in the Articles that currently apply to the Existing Ordinary Shares.
All uncertificated Ordinary Shares held in Shareholders' stock accounts in CREST will be amended as soon as possible after 8.00 a.m. on 17 April 2020 to confirm the new nominal value of one pence. No new share certificates will be issued in respect of Ordinary Shares in certificated form in connection with the Reorganisation and no action will, or needs to, be taken in respect of such Ordinary Shares.
The Deferred Shares created on the Reorganisation becoming effective, will have no voting or dividend rights and, on a return of capital on a winding up, will have no valuable economic rights. No share certificates will be issued in respect of the Deferred Shares, nor will they be admitted to trading on AIM or any other investment exchange. A request will be made to the London Stock Exchange to reflect on AIM the subdivision of the Existing Ordinary Shares.
The Directors intend to take steps to buy back and cancel the Deferred Shares at a suitable time following completion of the Placing and Open Offer.
9. Dilutive impact of Placing and Open Offer
The proposed issue of the Placing Shares and the Open Offer Shares pursuant to the Fundraising will dilute existing shareholdings of Shareholders. Qualifying Shareholders will be able to mitigate the extent of this dilution by applying for Open Offer Shares in the Open Offer.
The maximum dilution which a Shareholder will be subject to if he/she does not participate in the Open Offer, as a result of completion of the Placing and Open Offer (assuming the Open Offer is taken up in full) is 41.6 per cent.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
"29.9% Aggregate Limit" a restriction on any Shareholder acquiring any New Ordinary Shares pursuant to the Placing and/or the Open Offer which would, when aggregated with any existing interests in shares held by such Shareholder, result in such Shareholder holding an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30% or more of the voting rights of the Company
"Admission" admission of the Placing Shares and Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require)
"AIM Rules for Companies" the rules of AIM as set out in the publication entitled "AIM Rules for Companies" published by the London Stock
Exchange from time to time
"AIM Rules for Nominated Advisers" the rules of AIM as set out in the publication entitled "AIM Rules for Nominated Advisers" published by the London Stock Exchange from time to time
"Announcement" this RIS announcement
"Appendix" the appendix to the Announcement setting out the terms and conditions of the Placing
"Application Form" the application form accompanying the Circular to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer
"Basic Entitlement" the Open Offer Shares which a Qualifying Shareholder is entitled to subscribe for under the Open Offer calculated on the basis of 5 Open Offer Shares for every 22 Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date (subject to any adjustment required to remain within the Maximum Limit)
"Berenberg" Joh. Berenberg Gossler & Co. KG, a Kommanditgesellschaft (a German form of limited partnership) established under the laws of the Federal Republic of Germany, registered with the Commercial Register at the Local Court in the City of Hamburg under registration number HRA 42659, whose registered office is at Neuer Jungfernstieg 20, 20354 Hamburg, Germany, acting through its London Branch at 60 Threadneedle Street, London, EC2R 8HP
"Board" or "Directors" the board of directors of the Company
"Bookbuild" the accelerated bookbuild process conducted in relation to the Placing which established the demand for and total number of Placing Shares to be issued pursuant to the Placing at the Issue Price
"certificated" or "in certificated form" an Ordinary Share or other security recorded on a company's share register as being held in certificated form (that is not in CREST)
"Circular" this circular of the Company giving (amongst other things) details of the Placing and Open Offer and incorporating the Notice of General Meeting
"Closing Price" the closing middle market quotation of an Ordinary Share as derived from the Aim Appendix to the Daily Official List of the London Stock Exchange;
"Company" or "City Pub Group" The City Pub Group plc, a public limited company incorporated in England and Wales under registered number 07814568
"CREST" the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST member" a person who has been admitted to CREST as a system-member (as defined in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST, a system-participant (as defined in the CREST regulations)
"CREST Regulations" or the Uncertificated Securities Regulations 2001 (SI 2001/3755) "Regulations" (as amended from time to time)
"Deferred Shares" means deferred shares of 1 pence each in the capital of the Company to be created as part of the Reorganisation
"Enlarged Share Capital" the entire issued share capital of the Company following Admission, assuming no other Ordinary Shares are issued between the date of this Announcement and Admission and assuming 105,684,425 New Ordinary Shares are issued
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, the Operator of CREST (as defined in CREST Regulations)
"Excess Applications" applications pursuant to the Excess Application Facility
"Excess Application Facility" the mechanism whereby a Qualifying Shareholder, who has taken up his Basic Entitlement in full, can apply for Excess Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit, as more fully set out in Part II of the Circular
"Excess CREST Open OfferEntitlements" in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Open Offer Entitlement" in respect of each Qualifying Shareholder, the entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlement and which are offered to Qualifying Shareholders under the Excess Application Facility
"Existing Issued Share Capital" the entire issued share capital of the Company on 26 March 2020 (the latest practicable date prior to publication of this Circular)
"Excluded Overseas Shareholders" other than as agreed by the Company and Liberum or as permitted by applicable law, Shareholders who are located or have registered addresses in a Restricted Jurisdiction
"Existing Ordinary Shares" the 61,668,791 Ordinary Shares of 50 pence each in the capital of the Company in issue on 26 March 2020, (the latest practicable date prior to publication of this Circular) all of which are admitted to trading on AIM
"Form of Proxy" the form of proxy accompanying this Circular for use by Shareholders in relation to the General Meeting
"General Meeting" the general meeting of the Shareholders of the Company to be held at the offices of the Company at Essel House, 2nd Floor, 29 Foley Street, London W1W 7TH at 11.00 a.m. on 16 March 2020, notice of which is set out at the end of the Circular
"Group" the Company, its subsidiaries and subsidiary undertakings
"Issue Price" 50 pence per New Ordinary Share
"Latest Practicable Date" means 5.00 p.m. on 26 March 2020, being the latest practicable date prior to publication of this Announcement
"Liberum" Liberum Capital Limited, a company incorporated and registered in England with No 04533970 whose registered office is 25 Ropemaker Street, London EC2Y 9LJ
"London Stock Exchange" London Stock Exchange plc
"Maximum Limit" the Sterling equivalent of Euro 8 million which can be raised by the Company pursuant to the Open Offer calculated on the basis of the Euro/Sterling rate of exchange on26 March 2020
"New Ordinary Shares" the Placing Shares and the Open Offer Shares to be issued by the Company pursuant to the Placing and the Open Offer
"Notice of General Meeting" the notice of General Meeting set out at the end of the Circular
"Open Offer" the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and in the case of the Qualifying Non-CREST Shareholders only, the Application Form
"Open Offer Entitlements" an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder under the Open Offer (and, for the avoidance of doubt, references to Open Offer Entitlements include Basic Entitlements and Excess Open Offer Entitlements)
"Open Offer Shares" the 14,015,634 new Ordinary Shares of 1 pence each to be offered to Qualifying Shareholders under the Open Offer and conditional on the Reorganisation taking effect
"Ordinary Shares" ordinary shares of £0.50 each in the capital of the Company prior to the Reorganisation taking effect and which will have a nominal value of 1 pence each following the Reorganisation taking effect
"Overseas Shareholders" Shareholders with registered addresses outside the UK or who are citizens of, incorporated in, registered in or otherwise resident in, countries outside the UK
"Placee" an eligible institutional investor procured by Liberum who have agreed to subscribe for Placing Shares in the Placing
"Placing" the conditional placing by Liberum (on behalf of the Company) of the Placing Shares pursuant to the Placing and Open Offer Agreement
"Placing and Open Offer Agreement" the conditional agreement dated 27 March 2020 relating to the Placing and Open Offer made between the Company, Liberum and Berenberg
"Placing Shares" the up to 30,000,000 new Ordinary Shares of 1 pence each to be issued by the Company pursuant to the Placing and conditional on the Reorganisation taking effect
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders
"Record Date" 6.00 p.m. on 25 March 2020
"Registrars" or "Equiniti" or Equiniti Limited of Aspect House, Spencer Road, Lancing
"Receiving Agent" BN99 6DA
"Regulatory Information Service" has the meaning given in the AIM Rules for Companies
or "RIS"
"Reorganisation" the proposed subdivision of the Existing Ordinary Shares into 50 Ordinary Shares of 1 pence nominal value each and the immediate re-designation of 49 of such Ordinary Shares of 1 pence each as Deferred Shares of 1 pence nominal value each
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting and "Resolution" shall be a reference to any one of them
"Restricted Jurisdictions" the United States and each of Canada, Australia, New Zealand, the Republic of South Africa and Japan
"Shareholders" the holders of Ordinary Shares for the time being, each individually a "Shareholder"
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "uncertificatedform" recorded on the register of members of the Company as being held in uncertificated form in CREST and, title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"US" or "United States" the United States of America, its territories and possessions, any state of the United States and the District of Columbia
All references in this document to "£", "pence" or "p" are to the lawful currency of the United Kingdom.
APPENDIX
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
IN PARTICULAR THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE ANOFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 (E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"), ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS, AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons (including individuals, funds or otherwise) who are invited and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements, and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges to the Company, and Liberum that:
1. it is a Relevant Person (as defined above) and undertakes that it will subscribe for, acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the Placing Shares acquired by it 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 Member State of the European Economic Area which has implemented the Prospectus Regulation 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 any member state of the EEA 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;
3. except as otherwise permitted by Liberum, it is acquiring the Placing Shares in an "Offshore Transaction" as defined in and pursuant to Rules 903 or 904 to Regulation S under the Securities Act ("Regulation S"); and
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 exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and
5. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.
All offers of the Placing Shares in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, the Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.
The Company and Liberum will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
Capitalised terms used in this Appendix shall bear the same meaning as those defined terms used in the Announcement, unless otherwise defined herein.
Details of the Placing
Liberum have today entered into the placing agreement with the Company ("Placing Agreement"), under which Liberum has agreed, as agents for the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price on the terms and subject to the conditions set out therein.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares ("Admission") to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 17 April 2020.
Participation in, and principal terms of, the Placing
Liberum (whether through itself or any of its affiliates, as defined below) is arranging the Placing and has agreed to use its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Liberum.
The number of Placing Shares to be issued will be agreed between Liberum and the Company following completion of a bookbuilding exercise by Liberum (the "Bookbuild"). The results of the Bookbuild will be recorded in an announcement, which will be released via a Regulatory Information Service following the completion of the Bookbuild.
Placees wishing to participate in the Bookbuild are required to communicate their bid by telephone or in writing to their usual contact at Liberum stating the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price.
Liberum will determine in its absolute discretion the extent of each Placee's participation in the Placing and this will be confirmed orally or in writing by Liberum as agent of the Company ("Confirmation"). A contract note or electronic trade confirmation will be dispatched as soon as possible thereafter. No element of the Placing will be underwritten. The Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company's articles of association ("Articles"). For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).
Liberum reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. Liberum also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
The Bookbuild is expected to close no later than 4.00pm (London time) on 27 March 2020 but may be closed earlier or later at the discretion of Liberum. Liberum may, in agreement with the Company, accept bids received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing in its discretion.
Each Placee will be required to pay to Liberum, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Liberum and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Liberum to pay in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. By participating in the Placing, each Placee will be deemed: (i) to have read and understood the Announcement and this Appendix in their entirety; (ii) to be participating in the Placing upon the terms and conditions contained in the Appendices; and (iii) to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Liberum, (ii) any of their respective directors, partners, officers, employees or consultants, or (iii) to the extent not referred to within (i) or (ii), any person connected with Liberum as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is confirmed, settlement for all Placing Shares to be subscribed for and acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing Agreement not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement does not otherwise become unconditional in any respect or is terminated, the Placing will not proceed and all funds delivered by the Placee to Liberum in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.
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 otherwise be capable of rescission or termination by the Placee.
To the fullest extent permissible by law, neither the Company, nor Liberum nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, Liberum nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
(a) the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);
(b) the Resolutions having been passed without amendment by the required majority at the general meeting of the shareholders of the Company to be held at Essel House, 2nd Floor, 29 Foley Street, London W1W 7TH at 11 a.m. on 16 April 2020 (or any adjournment thereof);
(c) Admission having occurred no later than 8.00 a.m. on 17 April 2020 or such later date as the Company and Liberum may agree, but in any event not later than 8.00 a.m. on 30 April 2020.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Liberum by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's 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 the Placee in respect thereof.
Liberum, at its sole discretion and upon such terms as it thinks fit, may waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of Liberum, the Company or any other person 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 the 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 Liberum.
Termination of the Placing Agreement
Liberum are entitled (but after, where practicable, having consulted with the Company) at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things: the Company is in breach and/or has failed to comply with its obligations under the Placing Agreement in a respect which Liberum considers to be material; or
(a) any statement contained in this Announcement or any other document or announcement issued or published by on or behalf of the Company in connection with the Placing is or has become untrue or incorrect in a respect which Liberum considers to be material or misleading at the date of such document; or
(b) the Company was or is in breach of any of the warranties given by the Company at the time of the Placing Agreement or any time prior to Admission in a respect which Liberum considers to be material;
(c) any material circumstance arises which is likely to give rise to a claim under any of the indemnities given by the Company under the Placing Agreement;
(d) any material matter, fact or circumstance occurs which gives rise to a supplementary announcement having to be released;
(e) any fact or circumstance arising after the entry into the Placing Agreement and prior to admission that has or is likely to have a material adverse effect on the business, operations, assets, profits, funding position, liquidity or solvency of the Company or its Group as a whole;
(f) the Company fails to accept Liberum's reasonable advice on matters leading to Liberum's inability to comply with the AIM Rules, the AIM Rules for Nominated Advisers, FSMA or any other applicable laws or regulations; or
(g) in the reasonable opinion of Liberum, there has been a force majeure event.
Upon such 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, Placees agree that the exercise by Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Liberum and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Liberum or any other person and neither Liberum nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Liberum, 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.
Participation in the Placing is only available to persons who are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with Liberum. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's Articles.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with Liberum, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Liberum 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 that it has in place with Liberum, including providing its settlement details in order to enable instructions to be successfully matched in CREST. The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Liberum: ENQAN
Expected Trade Date: 30 March 2020
Expected Settlement Date: 17 April 2020
ISIN code for the Placing Shares: GB00BYWRS683
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 16 April 2020.
Settlement will take place on a delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST accounts operated by Liberum as agents for the Company and Liberum will enter their delivery (DEL) 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.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Liberum.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company 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 Company'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 may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in 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. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following:
That it:
1. represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. acknowledges that it has received this Announcement solely for its use and has not redistributed or duplicated it and will not distribute, forward, transfer or otherwise transmit this Announcement or any part thereof to any person;
3. acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
4. acknowledges that its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the Company's Articles;
5. acknowledges that the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
6. acknowledges that neither Liberum, nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, nor will they provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
7. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Liberum, nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Liberum or the Company or their respective affiliates and neither Liberum nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
8. represents and warrants that, to the extent it has received any inside information (for the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
9. acknowledges that neither Liberum nor any person acting on its behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
10. represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if 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;
11. if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation (including any relevant implementing measure in any member state), represents and warrants that 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 European Economic Area which has implemented the Prospectus Regulation other than to qualified investors, or in circumstances in which the prior consent of Liberum has been given to the proposed offer or resale;
12. represents and warrants that 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 FSMA;
13. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission 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 in and which will not result in an offer to the public in any Member State of the European Economic Area within the meaning of the Prospectus Regulation (including any relevant implementing measure in any member state);
14. represents and warrants that 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;
15. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
16. if within the United Kingdom, represents and warrants that it is a qualified investor as defined within the meaning of Article 2(e) of the Prospectus Regulation and is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a person to whom this Announcement may otherwise be lawfully communicated;
17. acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation and represents and agrees that, in the Europe, it is such a qualified investor;
18. represents and warrants that it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities 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 its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise.
19. represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Liberum, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;
20. acknowledges and agrees that its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;
21. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Liberum may in its absolute discretion determine and without liability to such Placee;
22. acknowledges that neither Liberum nor any of its affiliates, nor any person acting on behalf of any 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 and that participation in the Placing is on the basis that it is not and will not be a client of Liberum for the purposes of the Placing and that Liberum has no duties or responsibilities to it for providing the protections afforded to its clients 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 its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
23. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock accounts of Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
24. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it 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, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Liberum 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;
25. acknowledges that Liberum and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Liberum 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;
26. agrees to indemnify on an after tax basis and hold Liberum, its affiliates and the Company harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendices and further agrees that the provisions of the Appendices shall survive after completion of the Placing;
27. represents and warrants that it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
28. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). 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 may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and none of the Company or Liberum shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Liberum accordingly;
29. understands that no action has been or will be taken by any of the Company, Liberum or any person acting on behalf of the Company or Liberum that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
30. in making any decision to subscribe for the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
31. represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Liberum;
32. understands and agrees that it may not rely on any investigation that Liberum or any person acting on their behalf may or may not have conducted with respect to the Company, or the Placing and Liberum have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Liberum or the Company for the purposes of this Placing;
33. accordingly it acknowledges and agrees that it will not hold Liberum or any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Liberum nor any person acting on behalf of Liberum makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
34. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale nor will a prospectus be published in respect of any of the Placing Shares under the securities laws or legislation of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful and, subject to certain exceptions, may not be offered, sold, delivered or transferred, directly or indirectly, within those jurisdictions;
35. unless specifically agreed in writing with Liberum, the Placee is a person located outside the United States and is subscribing for Placing Shares only in an "offshore transaction" as defined in and pursuant to Regulation S and is not subscribing for Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares in or into the United States;
36. the Placee is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) of Regulation D of the Securities Act); and
37. it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares is given.
The foregoing representations, warranties, undertakings and confirmations are given for the benefit of the Company and Liberum.
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 outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Liberum or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Liberum any money held in an account with Liberum on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The 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 money of Liberum in accordance with the client money rules and will be used by Liberum in the course of its own business; and the Placee will rank only as a general creditor of Liberum.
All times and dates in this Announcement may be subject to amendment. Liberum shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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