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Applied Graphene (AGM)

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Tuesday 10 October, 2017

Applied Graphene

Proposed Placing by Accelerated Bookbuild

RNS Number : 1303T
Applied Graphene Materials PLC
10 October 2017
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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 APPLIED GRAPHENE MATERIALS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF APPLIED GRAPHENE MATERIALS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR").  IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR.  THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT AND IN THE ANNOUNCEMENT OF THE COMPANY'S PRELIMINARY RESULTS FOR THE YEAR ENDED 31 JULY 2017, RELEASED EARLIER TODAY.  THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFOMRATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

 

 

Applied Graphene Materials plc

("Applied Graphene Materials" or the "Company")

Proposed Placing by Accelerated Bookbuild to Raise a Minimum of £9 million

·       Applied Graphene Materials (AIM: AGM) is pleased to announce its intention to conduct a placing of New Ordinary Shares in the Company (the "Placing Shares"), at a minimum price of 36 pence per share (the "Issue Price"), with existing and new institutional and other investors, to raise a minimum of £9 million (before expenses) (the "Placing").

 

·       The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement. Nplus1 Singer Advisory LLP ("N+1 Singer") will be acting as sole bookrunner in connection with the Bookbuild.  Participation in the Placing is subject to the Terms and Conditions of the Placing set out in the appendix to this announcement.

 

·       In addition to the Placing, Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares through an open offer to raise up to £1 million (before expenses), with the number of Open Offer Shares to be determined following confirmation of the Issue Price.

 

·       The Net Proceeds of the Placing and Open Offer (together the "Fundraising") will be used to support continued joint development activity with customers, for the development of the Structural InkTM programme, to provide working capital and for the scale up of production capacity, as required.

 

·       The Fundraising is conditional on, inter alia, the passing of the Resolutions for which Shareholder approval will be sought at the General Meeting.  A circular, which will provide further details of the Fundraising and include a notice convening the General Meeting (the "Circular"), will be sent to Shareholders shortly and a further announcement will be made.

 

This announcement should be read in its entirety.

A further announcement will be made on the closing of the Bookbuild which is expected to occur later today.

Capitalised terms used in this announcement are defined at the end of the announcement.

N+1 Singer is acting as nominated adviser, broker and sole bookrunner to the Fundraising, as agent for and on behalf of the Company. N+1 Singer is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of N+1 Singer or for providing advice in relation to the matters described in this announcement. 

Directors' intended participation in the Placing

The Directors have indicated their intention to participate in the Placing in respect of a total of £44,000 of New Ordinary Shares.

Forward-looking statements

This announcement includes "forward-looking statements" which include all statements other than statements of historical facts including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "plans", "projects", "believes", "estimates", "aims", "intends", "can", "may", "expects", "forecasts", "anticipates", "would", "should", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Among the important factors that could cause the Company's actual results, performance or achievements to differ materially from those in forward-looking statements include factors in this announcement entitled "Risk Factors" and elsewhere in this announcement. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions in relation to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, the events described in the forward-looking statements in this announcement may not occur. Prospective investors should be aware that these statements are estimates, reflecting only the judgement of the Company's management and prospective investors should not rely on any forward-looking statements.

 

Enquiries:

Applied Graphene Materials

Jon Mabbitt, Chief Executive Officer 

Gareth Jones, Chief Financial Officer 

Tel: +44 (0)1642 438 214

 

 

 

N + 1 Singer - Nominated Adviser

Richard Lindley

Nick Owen

James White

Alex Laughton-Scott

 

                  Tel: +44 (0)20 7496 3000

 


Additional information on the Fundraising

The Company proposes to raise a minimum of £9 million before expenses by means of the Placing with certain new and existing institutional and other investors at a minimum price of 36 pence per share. In addition, in order to provide Qualifying Shareholders with the opportunity to subscribe for New Ordinary Shares, the Company has announced an Open Offer to raise up to approximately £1 million, with the number of Open Offer Shares to be determined following confirmation of the Issue Price. Shareholders subscribing for their full entitlement under the Open Offer may also apply for additional Open Offer Shares through the Excess Application Facility.

The minimum price of 36 pence per share represents a discount of approximately 44 per cent. to the Closing Price on 9 October 2017, being the last Business Day prior to the announcement of the Fundraising.  Each of the Placing and Open Offer are conditional on, inter alia, the passing of the Resolutions at the General Meeting, Admission becoming effective by no later than 8.00 a.m. on 31 October 2017 (or such other time and / or date, being no later than 30 November 2017, as the Company and N+1 Singer may agree) and the Placing Agreement between the Company and N+1 Singer becoming unconditional and not being terminated prior to Admission (in accordance with its terms).  It is expected that the New Ordinary Shares will be admitted to trading on AIM on or around 8.00 a.m. on 31 October 2017.  

The Net Proceeds are intended to be used to support joint development activity with customers, for the development of the Structural InkTM programme, to provide ongoing working capital and to fund the scale up of production capacity as required, further details of which are set out below.

The Board believes that raising equity finance by way of the Placing and Open Offer is the most appropriate method of financing for the Group at this time. This method allows both existing institutional holders and new institutional and other investors to be targeted and to participate in the Fundraising. It also avoids the need for a prospectus to be prepared and issued, which is a costly and time consuming process, whilst permitting Shareholders to participate through the Open Offer.

 

Background to and reasons for the Fundraising

Overview

Applied Graphene Materials is wholly focused on graphene material production and assisting its adoption by end users in order to deliver property enhancements and performance benefits into host materials. The Company has established and is progressing a large number of customer engagements and has continued to develop its intellectual property, know-how and knowledge base through extensive work on the formatting and dispersion of graphene, including its proprietary graphene delivery technology, Structural InkTM.

The Group has continued to expand its pipeline of commercial opportunities, particularly in the two core target market sectors of coatings and composites where the Board believes that its products can add most value and that there are large scale and long term opportunities.

The Group's proprietary production processes have proven its ability to offer a specialty range of graphene of consistent quality. This, together with its knowledge of formatting blends and suspensions, along with the capability to effectively disperse graphene into customers' materials has, the Directors believe, positioned the Group to become a leading graphene provider and it is now pursuing volume production orders.

Commercial progress 

The Group continues to expand its pipeline of commercial opportunities in its core target market sectors of coatings and composites. The Company is working closely with its development partners, several of which are leaders in their respective industries. In addition, the Group continues to work on joint developments in a limited number of specific opportunities in niche areas where it believes graphene can provide multifunctional benefits. In total, the Company has circa 100 active engagements.  The Directors believe that the commercial progress has largely been driven by the quality of independent, evidence based test data that the Group has generated and the pro-active marketing efforts to the end-users of its international business development team. This data corroborates the Group's expertise and understanding of the key mechanisms that are involved in the translation of material properties from a nanoscale into bulk.

The Group's focus remains on converting opportunities with existing commercial partners to production orders, whilst at the same time establishing new joint development agreements and collaborations. The pipeline of opportunities has grown substantially; although, given their nature, the vast majority of the Group's customer engagements remain subject to commercial confidentiality.

The results of the Group's work to date confirm that graphene has the potential to deliver multi-functional properties with applicability across many market sectors.  Applied Graphene Materials remains focused on those markets and applications where it believes that the characteristics of its material are best suited to address customer requirements. In the near term, the Company is accessing its core target markets through graphene formulated using its know-how and formulation techniques, ideally added in a "plug-and-play" manner to existing customer processes or with minimum change, which the Directors believe will help to reduce the time to commercial adoption.

The process of customer acceptance and approval of the Company's products is dynamic and continues to vary in duration by both market sector and its intended end use; however, the Company is seeing good progress. For example, the initial engagement with Century Composites began one year prior to the adoption of graphene in their range of fishing rods. However, given the initial success, they are now extending the inclusion of Applied Graphene's material into other rods and composite products. Similarly, the Company's engagement with Airbus Space and Defence began in late 2015 and, following 18 months of product development work and data generation, Airbus is now looking to fully qualify the material so that it can be included in satellites scheduled to be launched in 2018.

Coatings

In the field of paints and coatings, potential application areas are wide ranging and include marine, aerospace, automotive, defence, industrial and civil engineering protection. The Group continues to work closely with a range of customers, including global leaders, who are looking to include graphene into both existing and new formulations to improve barrier properties, particularly in primer layers. In addition, the Company is working on certain top coat applications where electrical dissipation performance is beneficial, such as the reduction of dirt pick up, and in cases where barrier properties can assist with stain resistance. The Company continues to work on a joint development with James Briggs Limited, a formulator and supplier of aerosol paints and high performance materials across numerous markets. Whilst timings have been longer than originally expected, advanced testing is to be carried out for the proposed inclusion of the Group's graphene nanoplatelets in high performance aerosol paint primers.

The stage of development varies from client to client, but the Group is well advanced with several partners who are in the later stages of incorporation prior to potential product launch. Graphene has the ability to provide both performance improvements as well as potential cost and environmental benefits. Utilising graphene requires very little addition by weight, due to the extremely high surface area of the nanoparticles, meaning that the graphene can be added with relatively little change to the existing coating formulation. Legislative directives are forcing re-formulation to remove zinc phosphate and strontium chromate as active ingredients in existing primers. This is creating a desire from the coatings industry to seek environmentally acceptable alternatives to these products. The Board remains confident that the Group's graphene additives can win a proportion of this opportunity, providing performance enhancements, cost savings and environmental benefits to the end user.

Composites

Applied Graphene Materials' management team has in-depth knowledge and strong relationships across the estimated €70 billion Composites market where the Company is pursuing a multiple channel approach. The main driver for the inclusion of graphene has been to improve the toughening of the resin matrix. Trials with the likes of the University of the West of Scotland and Spirit AeroSystems Inc. have also demonstrated encouraging improvements to inter-laminar shear strength, where the introduction of graphene is acting to reinforce the resinous areas.

 

The Group has supplied sample quantities of its graphene pre-dispersed in epoxy resins to formulators and is now progressing with both intermediate material supply companies and end users who are interested in benefiting from these performance gains. In March 2017, SHD Composites Limited launched a range of graphene pre-impregnated (composite) products, MTC9800, which are beginning to be sold to their customer base.

Early areas of adoption beyond the sports goods sector are expected to include motorsport, as well as some parts of the aerospace, automotive, energy and marine sectors. A one year collaborative project partially funded by the National Aerospace Technology Exploitation Programme ("NATEP") ended earlier in 2017 and this has provided a strong knowledge base around producing tougher, lighter and more damage tolerant composite structures. The Directors believe that the development of novel graphene processing and deployment techniques identified in the project could lead to lower operating costs for the aerospace industry.

Structural InkTM

Applied Graphene Materials has developed a highly innovative, new graphene delivery technology, Structural InkTM, that once fully commercialised will be targeted at the advanced composites industry.

Structural InkTM comprises the deposition of graphene nanoplatelets directly onto composite laminates in a controlled and targeted manner. By adopting Structural InkTM technology, end users will have the ability to increase mechanical toughness, which can be derived through the addition of graphene. Application to specific areas will, the Directors believe, enable the optimisation of the performance and structural design of composite materials. Ultimately, it is believed that this will improve component integrity and performance, enable further weight reduction and reduce total manufacturing costs.  

Applied Graphene Materials signed heads of terms for a joint development agreement with the University of Sheffield Advanced Manufacturing Research Centre with Boeing ("AMRC"). This joint development agreement focuses on the development and commercial exploitation of Structural InkTM technology, through collaboration projects with AMRC's industry partners. AGM plans to locate a technology demonstration cell within the AMRC's Composites Centre.

Although at an early phase of its development cycle, four specialist end-users from different sectors of the composites industry have committed to explore Structural InkTM. These include Prodrive Composites Limited ("Prodrive"), which has signed heads of terms for a joint development agreement with Applied Graphene Materials to focus on the development towards near term applications. Prodrive works in the high-end automotive, motorsport, aerospace and leisure goods sectors, designing and producing lightweight, high performance composite structures.

Manufacturing technology and know-how and development of manufacturing capacity

The Group has developed two proprietary production processes which are protected by existing patents and patent applications, the latest being granted for Europe in September 2017. The Company has the ability to produce nanoplatelets tailored to the specific application through its different manufacturing processes and formulation know-how. The method of production used to create graphene nanoplatelets and the control of process variables has a significant impact on the graphene's properties and it is therefore highly advantageous to be able to engineer the nanoplatelets to optimise the target properties for specific applications.

Understanding the mechanisms of property translation from nanoplatelets to bulk properties is essential to being able to optimally influence the enhancements that can be achieved in end products. Transferring the property benefits of graphene is difficult and the know-how around formatting graphene, combined with the use of appropriate techniques for inclusion in the host material, is absolutely crucial. The Group has a toolbox of technologies that are utilised to optimally format graphene, and this knowledge base continues to be developed for the benefit of its commercial partners.

Over the last two years, the Company has continued to refine and improve its production processes. The Group is able to expand its capacity through the addition of modular units which gives it the potential to closely match production capacity to the anticipated areas of demand. This approach gives a high degree of flexibility and is more capital efficient than the expansion process originally envisaged and has enabled the Group to focus resources on commercial opportunities rather than increasing capacity before it is required.  It is intended that a proportion of the Net Proceeds will be used to add additional capacity as required.

Use of proceeds

The Net Proceeds are expected to be used as follows:

·      to support joint development activity with customers relating to the formatting, testing and application of graphene into products, including analysis equipment for quality control;

·      for the development of the Structural InkTM programme and to set up a production demonstration unit;

·      to provide ongoing working capital for the business; and

·      to scale up the Company's production facilities to increase manufacturing capacity of graphene nanoplatelets, as required.

Current trading

The Company announced its preliminary results for the twelve months ended 31 July 2017 at 7:00 a.m. on 10 October 2017.

Information on the Fundraising

In connection with the Fundraising, the Company has entered into the Placing Agreement with N+1 Singer, pursuant to which N+1 Singer has agreed to use reasonable endeavours, as agents on behalf of the Company, to procure placees for the Placing Shares at the Issue Price. The Fundraising is conditional, inter alia, on:

-     the passing of the Resolutions at the General Meeting;

-     the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

-     Admission becoming effective by no later than 8.00 a.m. on 31 October 2017 (or such later time and/or date, being no later than 8.00 a.m. on 30 November 2017, as the Company and N+1 Singer may agree).

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Fundraising will not proceed and any Basic Entitlements and Excess Entitlements admitted to CREST will thereafter be disabled.

The Placing Agreement contains warranties from the Company in favour of N+1 Singer. In addition, the Company has agreed to indemnify N+1 Singer in relation to certain liabilities it may incur in respect of the Fundraising. N+1 Singer has the right to terminate the Placing Agreement prior to Admission in certain circumstances that are customary for an agreement of this nature, in particular in the event of any breach of the warranties given to N+1 Singer in the Placing Agreement, the failure of the Company to comply with any of its obligations under the Placing Agreement, the occurrence of an adverse change in (amongst other things) national or international financial or political conditions (which in the judgement of N+1 Singer (acting reasonably) makes if impractical or inadvisable to proceed with the Fundraising or which may adversely affect the Fundraising), and a material adverse change in the financial position and/or prospects of the Group.

General Meeting

The Circular will contain a notice convening the General Meeting of the Company to be held at the offices of Squire Patton Boggs at 6 Wellington Place, Leeds LS1 4AP at 11.00 a.m. on 30 October 2017, at which the Resolutions will be proposed.

 Irrevocable undertakings

The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial holdings of 1,998,804 Ordinary Shares, in aggregate representing approximately 9.0 per cent. of the Existing Ordinary Shares.

Recommendation and voting intentions

The Directors believe the Fundraising to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their holdings, which amount, in aggregate, to 1,998,804 Ordinary Shares, representing 9.0 per cent. of the existing issued share capital of the Company.

 

RISK FACTORS

An investment in the Ordinary Shares involves a high degree of risk. Accordingly, prospective investors and Shareholders should carefully consider the risks set out below before making a decision to invest in the Company. The investment offered in this announcement may not be suitable for all of its recipients. Potential investors and Shareholders are accordingly advised to consult a professional adviser authorised under FSMA, who specialises in advising on the acquisition of shares and other securities, before making any investment decision. A prospective investor and Shareholders should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances and the financial resources available to him or her.

Prospective investors and Shareholders should carefully consider the risks described below before making a decision to invest in the Company. This section contains what the Directors believe to be the principal risk factors associated with an investment in the Company. However, the risks listed do not purport to be an exhaustive summary of the risks affecting the Group and are not set out in any particular order of priority. Additional risks and uncertainties not currently known to the Directors or which the Directors currently deem immaterial may also have an adverse effect on the Group. In particular, the Company's performance may be affected by changes in market or economic conditions and in legal, regulatory and tax requirements.

If any of the following risks were to materialise, the Company's business, financial condition, results or future operations could be materially adversely affected. In such cases, the market price of the Ordinary Shares could decline and an investor may lose part or all of his or her investment.

This announcement contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by the Company which are described below and elsewhere in this announcement. Prospective investors and Shareholders should carefully consider the other information in this announcement.

There can be no certainty that the Company will be able to successfully implement its strategy. Additional risks and uncertainties not currently known to the Directors or which the Directors currently deem immaterial may also have an adverse effect on the Company.

1. Risks Factors Relating to the Business and Operations of the Group

1.1 Acceptance of the Group's products

The success of the Group will depend on the market's acceptance of, and attribution of value to, the graphene formulations produced by the Group based on graphene nanoplatelets produced through its proprietary processes, formatting and the benefits of incorporating the same into customers' products and production processes. There can be no guarantee that this acceptance will be forthcoming, that an acceptable value will be placed upon them or that the Group's graphene products will succeed as an alternative to either existing or other new products from both other producers of graphene nanoplatelets and producers of nanomaterials.

The development of a market for the Group's products is affected by many factors, some of which are beyond its control, including the emergence of newer, more successful technologies and products and the cost of production of the Group's products. Notwithstanding the technical merits of a product developed by the Group, there can be no guarantee that its targeted customer base for the product will purchase or continue to purchase the product. If a market fails to develop or develops more slowly than anticipated, the Group may be unable to recover losses incurred in the development of its products and may never achieve profitability. In addition, the Directors cannot guarantee that the Group will continue to develop, manufacture or market its products if market conditions do not support the continuation of such products.

1.2 Early stage of operations

Whilst the Group has made initial limited product sales, including for research and development projects with partners and for customer evaluation, it is still at an early stage of development. There are a number of operational, strategic and financial risks associated with such early stage companies. In particular, the Group's future growth and prospects will depend on its ability to develop products with commercial partners for applications which have sufficient commercial appeal, to manage growth and to continue to improve operational, financial and management information and quality control systems on a timely basis, whilst at the same time maintaining effective cost controls. Any failure to improve operational, financial and management information and quality control systems in line with the Group's growth could have a material adverse effect on its business, financial condition and results of operations.

There can be no certainty that the Group will achieve increased or sustained revenues, profitability or positive cash flow from its operating activities within the timeframe expected by the Board or at all. The development of the Group's revenues is difficult to predict and there is no guarantee that it will generate any material revenues in the foreseeable future. The Group has a limited operating history upon which its performance and prospects can be evaluated.

1.3 Commercialisation risk

The Group has, and will continue to enter into, arrangements with third parties in respect of the development, production and commercialisation of products based on graphene nanoplatelets where appropriate. The Group's principal route to market is expected to be through sampling, collaborations and product development partnerships with companies in particular applications leading to material supply agreements. The Group does not intend to operate large-scale product manufacturing operations outside of the production, formatting and preparation of graphene nanoplatelets. The Directors believe that the strategy has the potential to reduce risk by protecting the Group from having to incur significant direct sales and marketing expense and by utilising the established commercial footprint of potential future partners.

The Group's long-term success will depend both on its ability to progress from the provision of samples for customer evaluation and from its existing collaboration relationships to material supply agreements and on its negotiation of appropriate terms for any future supply agreements. Furthermore, the Group's negotiating position in agreeing terms for either joint development or supply may be affected by its size and limited cash resources relative to potential development partners with substantial cash resources and established levels of commercial success. An inability to enter into such arrangements on favourable terms, if at all, or disagreements between the Group and any of its potential partners could lead to reduced payments and / or delays in the Group's commercialisation strategy and this may have a significant adverse effect on the Group's business, financial condition and results.

The results of any research and development, evaluation or collaboration activity undertaken with a partner may not meet the required specifications or expectations of that partner or be successful, attractive or acceptable in product trials. Accordingly, there can be no assurance that any of the existing evaluations or collaborations or future evaluations or collaborations with the Group's partners will result in a material supply arrangement with those partners on favourable terms or at all, or that the Group will achieve significant revenues, profitability or cash flow from such activities.

The loss of, or changes affecting, the Group's relationships with commercialisation partners could adversely affect the Group's results or operations and the Group will have limited input on the product strategies adopted by any of its partners. Furthermore, there is a risk that development partners may reprioritise within their product portfolio resulting in the Group achieving sales below that which the Directors anticipate. In any such arrangement, the Group will be dependent on such partners for its revenue and the sales strategies and product positioning of the Group's development partners may have a material and adverse effect on the Group's business, financial condition and results of operations.

The Group is dependent on a relatively small number of commercial partners. If any of these companies were to cease to work with the Group, it could potentially have a material impact on the trading, financial condition and prospects of the Group.

1.4 Competition and pricing risk

The Group may face significant competition from organisations which have greater capital resources than it and / or which have a product offering competitive to that of the Group, to the detriment of the Group. Other companies, with varying volumes of manufacturing capacity, are producing graphene nanoplatelets using alternative production approaches which may be more commercially viable than the Company's production techniques and products. At the same time, the Group is also competing with other producers of materials which may impede the commercial progress of graphene. There is no assurance that the Group will be able to compete successfully in the marketplace in which it seeks to operate.

1.5 Development of the market for graphene and the risk that graphene will not achieve commercial success

Although there are numerous potential applications for graphene and potentially a large global market, there is no guarantee that graphene will become a widely accepted material for use on a commercial scale. Even if graphene does become widely accepted, the conversion of current interest into wide scale commercial adoption may take longer than anticipated and the Group may also be unsuccessful in its effort to realise commercial and financial benefits from this wider acceptance.

1.6 Risk of competing materials

There is a risk that technological advances in existing materials or in potential substitute materials may occur at a faster rate than the advances of graphene, which may impede the commercial progress of graphene. As a consequence, there could be little or no commercial demand for graphene. This would have a significant adverse effect on the Group's business.

1.7 Capacity of global graphene production, demand and pricing

The commercial applications of graphene are currently limited. The Directors believe that, at present, the aggregate global manufacturing capacity for graphene exceeds the aggregate demand from customers. The Directors are aware of historical situations where new materials have been developed and the expansion of production capacity in advance of market demand has resulted in a decrease in the price of the material to a level where financial returns are limited.

The development of the market for graphene is at an early stage and there can be no assurance that demand for graphene will grow in line with the Directors' expectations, or at all. In the event that production capacity greatly exceeds customer demand, the Group may not be able to negotiate favourable pricing for the supply of graphene or its graphene-based intermediates and there is no assurance that the Group will achieve any revenue, profitability or cash flow from such activities.

1.8 Early stage of operations, capacity and scale up

The Group has not yet demonstrated its existing technology at either nameplate production capacity or increased capacities and intends to further scale up its production processes. There can be no guarantee that scaled up production processes will be operational to any anticipated timeframe or budget. Furthermore, the operation of the Group's production processes following scale up involves risks and uncertainties beyond the Group's control. Failure to operate at either current or increased nameplate capacities would adversely impact the Group's business and financial position.

1.9 Plant expansion

Any delay or possible problems with the proposed expansion of the plant and development of the Group's production processes to increase capacity, could have an adverse effect on the financial performance of the Group. Considerable capital expenditure will be required for such expansion. The length of the construction period and capital required to complete any plant expansion may be affected by different factors, such as disputes with workers or contractors, price increases, shortages of construction materials, permitting requirements, technical or engineering difficulties, accidents, suitable sites or unforeseen difficulties or changes in government policies. Such events may give rise to delays or cost over-runs and there can be no guarantee that the proposed projects will be operational within the expected timeframe or within the budgeted cost, which could have an adverse effect on the Group's financial position and results of operations.

1.10 Operational risks and uncertainties

The operation of the Group's production facilities and formatting at volume into customers' host materials, involves significant risks and uncertainties beyond the Group's control, including but not limited to:

·      the quality and consistency of the Group's graphene material may vary unexpectedly as production volumes are increased, resulting in lower demand for the Group's products;

 

·      the failure to provide adequate resources (equipment/laboratory space, personnel);

 

·      the attributes and properties of the Group's graphene materials may be inadvertently affected by changes in quantities and production techniques used as a result of the scale up, resulting in either lower demand or lower than planned production volumes; and

 

·      the application of the technology supporting the Group's planned expansion is relatively new and therefore is subject to higher implementation and operational risk.

The occurrence of any of these risks could significantly affect the Group's operating results.

 1.11 The Group's production processes are subject to risks

The production processes are potentially exposed to the risks of fire, breakdown or failure of equipment, power supply or processes, performance below expected levels of quality, consistency, output or efficiency, obsolescence, sabotage, labour disputes, lock-outs, potential unavailability of services of its external contractors, natural disasters, industrial accidents and the need to comply with the directives of relevant government authorities. The occurrence of any of these risks could significantly affect the Group's operating results.

1.12 The Group could be required to relocate from its premises at short notice

The Group occupies its premises on the Wilton Science Park on Teesside under a short term tenancy agreement, which can be terminated at short notice by either party, although the Board has no reason to believe that the landlord will exercise its right to do so in the foreseeable future. In the event that the Group was required to leave its existing premises, then the Board is confident that alternative, appropriate premises could be found and the Group's manufacturing facility relocated. However, such a forced move would cause business disruption and could have a significant effect on the Group's business in the short term.

1.13 Research and development risk

The Group is engaged in the manufacture of graphene nanoplatelets and the preparation and formatting of these platelets into formulations appropriate for incorporation into existing customer products. The Company is therefore involved in complex scientific areas and new product development and industry experience indicates a high incidence of delay or failure to generate results. There is no guarantee that the Group will be successful in its research and product development, evaluation or collaboration activities. Much of the Group's technology and intellectual property portfolio is at an early stage of development. The Group may not be able to develop and exploit its technology sufficiently to enable it to develop commercial and marketable products. Furthermore, the Group may not be able to develop new technology solutions or identify specific market needs that can be addressed by technology solutions developed by the Group.

1.14 Technological advances in graphene production

Graphene production is a very active area of research and development, and it is expected that technological advances in graphene production will continue to occur and new technologies may develop. Advances in the process of producing graphene nanoplatelets or films from either graphite or carbon-containing precursors could allow the Group's competitors to produce products faster and more efficiently and at lower cost than the Group and the competitors may also produce products which exhibit superior characteristics to material produced by the Group. If the Group is unable to adapt or incorporate technological advances into its operations, its production facilities could become less competitive. Further, it may be necessary for the Group to incur significant expenditure to acquire any new technology and retrofit its current processes in order to incorporate new technologies and remain competitive.

1.15 Intellectual property

The Group's success will depend in part on its ability to maintain adequate protection of its intellectual property, covering its manufacturing process, additional processes and applications, including in relation to the development of specific formulations and the formatting of graphene for use in particular applications. The intellectual property on which the Group's business is based is a combination of patent applications and proprietary know-how. No assurance can be given that any pending patent applications or any future patent applications will result in granted patents, that any patents will be granted on a timely basis, that the scope of any patent protection will exclude competitors or provide competitive advantages to the Group, that any of the Group's patents will be held valid if challenged, or that third parties will not claim rights in, or ownership of, the patents and other proprietary rights held by the Group. There is a risk that certain comments or objections which have been raised by patent offices, in relation to the patent applications which have been filed by the Group, may prevent those patent applications from being granted or may result in a patent being granted, the scope of which is less than originally applied for.

Further, there can be no assurance that others have not developed or will not develop similar products, duplicate any of the Group's products or design around any patent applications held by the Group. Others may hold or receive patents which contain claims having a scope that covers products developed by the Group (whether or not patents are issued to the Group). In addition, no assurance can be given that others will not independently develop or otherwise acquire substantially equivalent techniques or otherwise gain access to the Company's unpatented proprietary technology and know-how or disclose such technology or that the Company can ultimately protect meaningful rights to such unpatented technology.

Once granted, a patent can be challenged both in the relevant patent office and in the courts by third parties. Third parties can bring material and arguments which the patent office granting the patent may not have seen. Therefore, issued patents may be found by a court of law or by the patent office to be invalid or unenforceable or in need of further restriction.

A substantial cost may be incurred if the Group is required to assert its intellectual property rights, including any patents against third parties. Patent litigation is costly and time consuming and there can be no assurance that the Group will have, or will be able to devote, sufficient resources to pursue such litigation. Potentially unfavourable outcomes in such proceedings could limit the Group's intellectual property rights and activities. There is no assurance that obligations to maintain the Group's or partners' know-how would not be breached or otherwise become known in a manner which provides the Group with no recourse.

Any claims made against the Group's intellectual property rights, even without merit, could be time consuming and expensive to defend and could have a materially detrimental effect on the Group's resources. A third party asserting infringement claims against the Group and its customers could require the Group to cease the infringing activity and / or require the Group to enter into licensing and royalty arrangements. The third party could also take legal action which could be costly to defend. In addition, the Group may be required to develop alternative non-infringing solutions that may require significant time and substantial unanticipated resources. There can be no assurance that such claims would not have a material adverse effect on the Group's business, financial condition or results.

If the patent applications are not granted, the consequence is that the techniques and processes described in the patent applications would not be protected and would be in the public domain. The Group would then continue to rely on the confidential know-how it has developed, including process operating conditions and in related, ancillary or other processes, and techniques it uses, such as the techniques it has developed for the dispersion and formatting of graphene nanoplatelets. In addition, the Group would pursue new patent applications for such related, ancillary and other processes and techniques it has developed.

In cases of proprietary know-how the Company takes reasonable steps to protect this knowledge through a combination of confidentiality agreements and contracts. However, there can be no guarantee that an individual or business would not use or disclose such information to a third party that would be beneficial to them. In the event that the Company becomes aware of any such disclosure it may opt to take legal action to defend its position, although this may be costly and / or time consuming.

1.16 Third party intellectual property

Although the Board believes that the Group's current products, products in development and processes do not infringe the intellectual property rights of any third parties, it is impossible to be aware of all third party intellectual property. No assurance can be given that third parties will not in the future claim rights in, or ownership of, the patents and other proprietary rights from time to time held by the Group. As further detailed above, substantial costs (both financially and in management time) may be incurred if the Group is required to defend its intellectual property.

1.17 Management of growth

The ability of the Group to implement its strategy requires effective planning along with robust financial and management control systems. The Group's growth plans may place a significant strain on its management and operational, financial and personnel resources. Therefore, the Group's future growth and prospects will depend on its ability to manage this growth.

The value of an investment in the Company is dependent upon the Company achieving the aims set out in this announcement. There can be no guarantee that the Company will achieve the level of success that the Board expects.

1.18 Dependence on key executives and personnel and the ability to attract and retain appropriately qualified personnel

The Group's future success is substantially dependent on the continued services and performance of its executive Directors and senior management and its ability to attract and retain suitably skilled and experienced personnel. Whilst the Group has entered into employment or secondment arrangements with each of its key personnel with the aim of securing their services, the Directors cannot give assurances that members of the senior management team and the executive Directors will continue to remain within the Group. The loss of the services of any of the executive Directors, members of senior management, secondees or other key employees could have a material adverse effect upon the Group's business and results of operations. Finding and hiring any such replacements could be costly and might require the Company to grant significant equity awards or other incentive compensation, which could adversely impact its financial results.

Furthermore, the nature of the business means that there is likely to be a need to ensure that the Company retains sufficiently qualified personnel to capitalise on this evolving technology. Failure to invest in personnel through training, communication, planning and adequate resourcing may have an adverse impact on the business as the Company may not possess adequate or sufficient skills to capitalise on any developments.

1.19 Health, safety and environmental risks

The Group's operations are and will be subject to numerous health, safety and environmental ("HSE") requirements in the jurisdictions in which the Group conducts its business. Such HSE laws and regulations govern, among other matters, air emissions, wastewater discharges, solid and hazardous waste management and the use, composition, handling, distribution and transportation of hazardous materials. Many HSE laws and regulations are becoming increasingly stringent (and may impose strict liability) and the cost of compliance with these requirements can be expected to increase over time. Although the Directors believe that the Group's procedures comply with applicable regulations, any failure to comply with HSE laws and regulations could result in the Group incurring costs and / or liabilities, including as a result of regulatory enforcement, personal injury, property damage and claims and litigation resulting from such events, which could adversely affect the Group's results of operations and financial condition. Failure to comply with HSE requirements of jurisdictions elsewhere in the world may result in the Group being unable to supply products to customers located in those jurisdictions.

Accidents or mishandling involving hazardous substances could cause severe or critical damage or injury to property and human health. Such an event could result in civil lawsuits and / or regulator enforcement proceedings, both of which could lead to significant liabilities. Any damage to persons, equipment or property or other disruption of the Group's business could result in significant additional costs to replace, repair and insure the Group's assets, which could negatively affect the Group's business, prospects, operating results and financial condition.

The Group cannot predict the impact of new or changed HSE laws or regulations or other concerns or changes in the ways that such laws or regulations are administered, interpreted or enforced. The requirements to be met, as well as the technology and length of time available to meet those requirements, continue to develop and change. To the extent that any of the requirements impose substantial costs or constrain the Group's ability to expand or change its processes, the Group's business, prospects, operating results and financial condition may suffer as a result.

The Group is aware that it will require a permit from the Environment Agency in respect of the commercial production of graphene. The Group has submitted an appropriate application for such a permit at the appropriate time. Furthermore, additional permits may be required for the purposes of operating within or supplying into overseas territories. The Directors are not aware of any reason why such permits would not be granted, however, there is no guarantee that such permits would be granted and failure to obtain such permits would have a significant adverse effect on the business of the Group.

 


1.20 Safety of handling graphene

Graphene is a relatively new material with a limited number of studies into its effects on biological systems. Carbon nanotubes ("CNTs") are a material closely related to graphene. There have been concerns raised recently over the potential toxicity of CNTs, with much of the concern related to their fibre-like geometry, potentially allowing them to penetrate cell membranes. In 2013, the UK Health and Safety Executive published a guide to using CNTs and other high aspect ratio nanomaterials ("HARNs") in the workplace, which outlines regulatory requirements, handling procedures and risk management protocols for the manufacture, handling, storage and shipping of these materials. Whilst graphene is not a fibre due to its extended planar geometry, the Directors believe that the Group is acting prudently by following the Health and Safety Executive guidelines for the handling of HARNs in its procedures for handling graphene nanoplatelets.

However, there is no guarantee that evidence will not emerge that graphene has a deleterious effect on biological systems, which may limit the potential applications of graphene nanoplatelets, require the Group to expend additional funds on safety measures, and potentially have a material adverse effect on the Group's business, financial position or prospects.

1.21 Insurance

There can be no certainty that the Group's insurance cover is adequate to protect against every eventuality. The occurrence of an event for which the Group did not have adequate insurance cover could have a material adverse effect on the business, financial condition and results of operations of the Group.

1.22 Product liability

Some of the Group's product and pipeline product applications are designed for use in industries which are highly regulated. There is a risk that the Group may lose contracts or could be subject to fines or penalties for any non-compliance with the relevant industry regulations. Furthermore, there is a risk of litigation and reputational damage, as well as product liability and indemnity risks.

1.23 Disaster recovery

The Group depends on the performance, reliability and availability of its plant, equipment and information technology systems. Any damage to, or failure of, its equipment and / or systems could result in disruptions to the Group's operations. The Group's disaster recovery plans may not adequately address every potential event and its insurance policies may not cover any loss in full or in part (including losses resulting from business interruptions) or damage that it suffers fully or at all, which could have a material adverse effect on the Group's business, financial position or prospects.

1.24 The expenditure required by the Group may be more than currently anticipated

There is a risk that the amount that the Group anticipates will be needed to fund its growth will be insufficient, that the anticipated timing of such investment may prove incorrect or that the Group may be unable to raise the amounts required (if at all). Costs may be greater than planned, or timings may vary from those targeted, which could have a material adverse effect on the implementation of the Group's strategy and its business, financial condition and results of operations.

The proceeds of the Fundraising are expected to be sufficient to implement the Board's strategy. However, if the Group fails to generate sufficient cash through the sale of its products, it may need to raise additional capital in the future, whether from equity or debt sources, to fund expansion, development and / or the ongoing operating costs of the Group. If the Group is unable to obtain this financing on terms acceptable to it then it may be forced to curtail its planned development. If additional funds are raised through the issue of new equity or equity-linked securities of the Company other than on a pre-emptive basis to then existing shareholders, the percentage ownership of such shareholders may be substantially diluted.

 

1.25 Counterparty risk

There is a risk that parties with whom the Group trades or has other business relationships (including partners, customers, suppliers and other parties) may become insolvent. This may be as a result of general economic conditions or factors specific to that company. In the event that a party with whom the Group trades becomes insolvent, this could have an adverse impact on the revenues and profitability of the Group.

1.26 Security of intellectual property and the threat of cyber-attack

Through its research and development activities and operations, the Group holds significant intellectual property. As such, there is a risk that its information technology systems could be subject to cyber-attack and result in the misappropriation or loss of key information. Should this occur, it is highly unlikely that the Group will have recourse against the perpetrators of such an attack or be able to take legal action against another business using this information to its advantage (where not protected by patents).

1.27 Reputational risk

Since its discovery there has been significant interest in graphene both within the media and amongst the wider public. As with any business there is a risk that certain comments made by third parties in a public domain pertaining to the industry as a whole or the business may be incorrect, inappropriate and/or negative in their tone. Adverse publicity may have a negative impact on the Company regardless of its accuracy and ultimately this could impinge on the overall business. 

2. General risks

2.1 Economic conditions and current economic weakness

Any economic downturn either globally or locally in any area in which the Group operates may have an adverse effect on the demand for the Group's products and on the attitude of its customers to participate in collaborations with the Group and to use its products. A more prolonged economic downturn may prevent growth and/or lead to an overall decline in the volume of the Group's sales, restricting the Group's ability to deliver a profit. In addition, although signs of economic recovery have been perceptible in certain countries, the sustainability of a global economic upturn is not yet assured and the Directors consider that the current level of market risk is higher than normal given geo-political unrest and the United Kingdom's withdrawal from the European Union. If economic conditions remain uncertain, the Group might see lower levels of growth than in the past, which could have an adverse impact on the Group's operations and business results.

2.2 Changes in tax laws or their interpretation could affect the Group's financial condition or prospects

The nature and amount of tax which members of the Group expect to pay and the reliefs expected to be available to any member of the Group are each dependent upon a number of assumptions, any one of which may change and which would, if so changed, affect the nature and amount of tax payable and reliefs available. In particular, the nature and amount of tax payable is dependent on the availability of relief under tax treaties in a number of jurisdictions and is subject to changes to the tax laws or practice in any of the jurisdictions affecting the Group. Any limitation in the availability of relief under these treaties, any change in the terms of any such treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable by the Group.

3. Risks relating to the Ordinary Shares

3.1 Investment risk

An investment in a share which is traded on AIM, such as the Ordinary Shares, may be difficult to realise and carries a high degree of risk. The ability of an investor to sell Ordinary Shares will depend on there being a willing buyer for them at an acceptable price. Consequently, it might be difficult for an investor to realise his/her investment in the Group and he/she may lose all of his/her investment.

Investors should be aware that the market price of the Ordinary Shares may be volatile and may go down as well as up and investors may therefore be unable to recover their original investment and could even lose their entire investment. This volatility could be attributable to various factors and events, including the availability of information for determining the market value of an investment in the Group, any regulatory or economic changes affecting the Group's operations, variations in the Group's operating results, developments in the Group's business or its competitors, or changes in market sentiment towards the Ordinary Shares. In addition, the Group's operating results and prospects from time to time may be below the expectations of market analysts and investors.

Market conditions may affect the Ordinary Shares regardless of the Group's operating performance or the overall performance of the sector in which the Group operates. Share market conditions are affected by many factors, including general economic outlook, movements in or outlook on interest rates and inflation rates, currency fluctuations, commodity prices, changes in investor sentiment towards particular market sectors and the demand and supply for capital. Accordingly, the market price of the Ordinary Shares may not reflect the underlying value of the Group's net assets, or its trading performance and the price at which investors may dispose of their Ordinary Shares at any point in time may be influenced by a number of factors, only some of which may pertain to the Group while others of which may be outside of the Group's control.

If the Group's revenues do not grow, or grow more slowly than anticipated, or if its operating or capital expenditures exceed expectations and cannot be adjusted sufficiently, the market price of its Ordinary Shares may decline. In addition, if the market for the securities of companies in the same sector or the stock market in general experiences a loss in investor confidence or otherwise falls, the market price of the Ordinary Shares may fall for reasons unrelated to the Group's business, results of operations or financial condition. Therefore, investors might be unable to resell their Ordinary Shares at or above the Issue Price.

3.2 Future need for access to capital

The Group may need to raise further funds to carry out the implementation of its business plan. Any additional equity financing may be dilutive to Shareholders, and debt financing, if available, may involve restrictions in financing and operating activities. In addition, there can be no assurance that the Group will be able to raise additional funds when needed or that such funds will be available on terms favourable to it. If the Group is unable to obtain additional financing as needed it may be required to reduce the scope of its operations or anticipated expansion or cease trading.

3.3 Investment in publicly quoted securities

Investment in securities traded on AIM is perceived to involve a higher degree of risk and be less liquid than investment in companies whose securities are listed on the "Official List'' of the FCA in the UK and traded on the London Stock Exchange's main market for listed securities. An investment in the Ordinary Shares traded on AIM may be difficult to realise. AIM has been in existence since 1995 and is a market designed for small and growing companies, but its future success and liquidity as a market for Ordinary Shares cannot be guaranteed.

3.4 Potentially volatile share price and liquidity

The share prices of companies quoted on AIM can be highly volatile and shareholdings illiquid. The price at which the Ordinary Shares are quoted and the price at which investors may realise their investment in the Company may be influenced by a significant number of factors, some specific to the Company and its operations and some which affect quoted companies generally.

These factors could include the performance of the Company, large purchases or sales of Ordinary Shares, legislative changes and general economic, political or regulatory conditions.


4. Risks relating to the Open Offer

4.1 Shareholders will experience dilution in their ownership of the Company

Shareholders will experience dilution in their ownership of, and voting interest in, the Company as a result of the Placing.  Shareholders will experience greater dilution in their ownership of, and voting interest in, the Company to the extent they do not subscribe in full for their Basic Entitlement under the Open Offer.

4.2 Overseas Shareholders may not be eligible to participate in the Open Offer

Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by Overseas Shareholders in the Open Offer. In particular, holders of Ordinary Shares who are located in the US may not be able to exercise their pre-emption rights unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements is available thereunder. The Open Offer will not be registered under the Securities Act.

Securities laws of certain other jurisdictions may restrict the Company's ability to allow participation by Shareholders in such jurisdictions in any future issue of shares carried out by the Company.

 

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN APPLIED GRAPHENE MATERIALS.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, N+1 Singer or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the FSMA does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Information" section of this Announcement.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1             it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2             in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

2.1          it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive;

2.2          in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

2.2.1       the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer has been given to the offer or resale; or

2.2.2       where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

3             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, undertakings and agreements contained in this Announcement;

4             it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

5             except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Fundraising or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of N+1 Singer, the Company or any other person and none of N+1 Singer, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

N+1 Singer has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, N+1 Singer, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place no later than 8.00 a.m. on 31 October 2017 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1             N+1 Singer is acting as nominated adviser, placing agent, sole bookrunner and broker to the Fundraising, as agent for and on behalf of the Company. N+1 Singer is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of N+1 Singer or for providing advice in relation to the matters described in this Announcement. 

2             Participation in the Placing will only be available to persons who may lawfully be, and are invited by N+1 Singer to participate. N+1 Singer and any of its respective affiliates are entitled to participate in the Placing as principal.

3             The price per Placing Share (the "Issue Price") is a minimum of 36 pence and is payable to N+1 Singer (as agent of the Company) by all Placees.

4             Each Placee's allocation is determined by N+1 Singer in its discretion following consultation with the Company and has been or will be confirmed orally by N+1 Singer and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of N+1 Singer and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with N+1 Singer's written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5             Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by N+1 Singer. The terms of this Appendix will be deemed incorporated in that form of confirmation.

6             Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7             Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8             All obligations of N+1 Singer under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

9             By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10           To the fullest extent permissible by law and applicable FCA rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with N+1 Singer as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of N+1 Singer), (d) any person acting on N+1 Singer's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither N+1 Singer nor any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Fundraising or of such alternative method of effecting the Fundraising as N+1 Singer and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by N+1 Singer, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to N+1 Singer.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by N+1 Singer in accordance with either the standing CREST or certificated settlement instructions which they have in place with N+1 Singer.

Settlement of transactions in the Placing Shares (ISIN: GB00BFSSB742) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 31 October 2017 unless otherwise notified by N+1 Singer and Admission is expected to occur no later than 8.00 a.m. on 31 October 2017 unless otherwise notified by N+1 Singer. Admission and settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and N+1 Singer may agree that the Placing Shares should be issued in certificated form. N+1 Singer reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by N+1 Singer.

Each Placee agrees that if it does not comply with these obligations, N+1 Singer may sell, charge by way of security (to any funder of N+1 Singer) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for N+1 Singer's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by N+1 Singer as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.  Legal and / or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of 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 United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.


Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of N+1 Singer under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a)           the passing of the Resolutions (without any amendment which has not been previously approved by N+1 Singer) at the General Meeting (or any adjournment thereof);

(b)           each of the warranties contained in the Placing Agreement being and remaining true, accurate and not misleading until Admission;

(c)           the Company having complied in all material respects with its obligations and having satisfied the conditions under the Placing Agreement which fall to be performed or satisfied prior to Admission;

(d)           the Placing Agreement not having been terminated by N+1 Singer in accordance with its terms;

(e)           the Company procuring that a Circular and Form of Proxy are sent to each Qualifying Shareholder and a Circular and Form of Proxy are sent to Overseas Shareholders who have notified an address in the United Kingdom for the service of documents in accordance with the articles of association and an Application Form is sent to each Qualifying non-CREST Shareholder;

(f)            the Open Offer Entitlements being admitted as a participating security (as defined in the CREST Regulations) to CREST; the Open Offer Entitlements being credited to the CREST stock accounts of Qualifying CREST Shareholders in the proportions set out in the Circular; and the Open Offer Entitlements becoming enabled for settlement within CREST, in each case by not later than the Business Day following the date of posting of the Circular; and

(g)           Admission occurring by not later than 8.00 a.m. on 31 October 2017 (or such later date as the Company and N1 Singer may agree in writing, in any event being not later than the Long Stop Date);

(all conditions to the obligations of N+1 Singer included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and N+1 Singer may agree, provided that the time for satisfaction of the condition set out in (f) above shall not be extended beyond 8.00 a.m. on 30 November 2017), or the Placing Agreement is terminated in accordance with its terms, the Fundraising will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Fundraising" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by N+1 Singer, in its absolute discretion by notice in writing to the Company and N+1 Singer may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

N+1 Singer may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them 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 N+1 Singer.

Termination of the Fundraising

N+1 Singer may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1             any of the warranties and undertakings in the Placing Agreement were untrue or inaccurate in any material aspect, or were misleading when given or deemed given; or

2             the Company fails to comply with its obligations under the Placing Agreement or the terms of the Fundraising, which N+1 Singer considers material in the context of the Fundraising; or

3             any statement contained in the Issue Documents is or has become untrue, inaccurate or misleading in any respect or a matter has arisen which would constitute a material omission from the Issue Document; or

4             there has occurred a force majeure event, or any material adverse change has occurred in the condition, earnings, business affairs or business prospects of the Company and its subsidiary undertakings (taken as whole).

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and N+1 Singer that the exercise by the Company or N+1 Singer of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or N+1 Singer and that neither of the Company nor N+1 Singer need make any reference to such Placee and that neither N+1 Singer, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Fundraising" section above and will not be capable of rescission or termination by it after the issue by N+1 Singer of a form of confirmation confirming each Placee's allocation and commitment in the Placing.


Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where N+1 Singer expressly agree in writing to the contrary):

1             it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Fundraising, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2             it has not received a prospectus or other offering document in connection with the Fundraising and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Fundraising;

3             the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, 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 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;

4             it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested neither of N+1 Singer, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5             neither N+1 Singer, any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available 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;

6             the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that N+1 Singer or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7             the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither N+1 Singer nor any persons acting on behalf of it is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8             the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of Ireland, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

9             it and/or each person on whose behalf it is participating:

9.1          is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

9.2          has fully observed such laws and regulations;

9.3          has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

9.4          has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

10           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, or subject to the laws of, the United States, the Republic of Ireland, Australia, Canada, 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 under the securities legislation of the United States, the Republic of Ireland, Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

11           the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

12           it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

13           it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

14           it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Fundraising in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

15           neither N+1 Singer, its respective affiliates, agents, directors, officers or employees 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 Fundraising and that participation in the Fundraising is on the basis that it is not and will not be a client of N+1 Singer and N+1 Singer has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Fundraising 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;

16           it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to N+1 Singer for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as N+1 Singer may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

17           no action has been or will be taken by any of the Company, N+1 Singer or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

18           the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither N+1 Singer 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 acquire Placing Shares pursuant to the Fundraising and agrees to pay the Company and N+1 Singer in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of N+1 Singer or transferred to a CREST stock account of N+1 Singer who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

19           it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and N+1 Singer for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

20           the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

21           it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

22           it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from 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 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 or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

23           it is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

24           it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges that this Announcement is not being issued by N+1 Singer as an authorised person under Section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;

25           it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

26           if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of N+1 Singer has been given to the offer or resale;

27           it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

28           neither N+1 Singer nor any of its respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

29           neither N+1 Singer, the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of N+1 Singer, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Fundraising nor providing advice in relation to the Fundraising nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of N+1 Singer's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

30           acknowledges and accepts that N+1 Singer may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, N+1 Singer will not make any public disclosure in relation to such transactions;

31           N+1 Singer and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by N+1 Singer and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither N+1 Singer nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

32           it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

33           it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (together, the "Regulations") 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;

34           it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

35           in order to ensure compliance with the Money Laundering Regulations 2007, N+1 Singer (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to N+1 Singer or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at N+1 Singer's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at N+1 Singer's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity N+1 Singer's (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, N+1 Singer and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

36           acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 or N+1 Singer's conduct of the Placing;

37           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 acknowledges that it is experienced in investing in securities of this nature 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 Fundraising. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Fundraising, including the merits and risks involved;

38           it irrevocably appoints any duly authorised officer of N+1 Singer as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

39           the Company, N+1 Singer and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to N+1 Singer, on their own behalf and on behalf of the Company and are irrevocable;

40           if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

41           time is of the essence as regards its obligations under this Appendix;

42           any document that is to be sent to it in connection with the Fundraising will be sent at its risk and may be sent to it at any address provided by it to N+1 Singer;

43           the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

44           these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to 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 N+1 Singer 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, N+1 Singer and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by N+1 Singer, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings 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 neither the Company nor N+1 Singer 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 they should notify N+1 Singer accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and N+1 Singer in the event that either the Company and/or N+1 Singer has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to N+1 Singer for itself and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that N+1 Singer does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that N+1 Singer may (at its absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with N+1 Singer, any money held in an account with N+1 Singer on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from N+1 Singer's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than 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.

 

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 

 

"Admission"

the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"AIM"

the AIM market operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies and guidance notes published by the London Stock Exchange from time to time

"Application Form"

the personalised application form which will accompany the Circular on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer

"Basic Entitlement(s)"

the pro rata entitlement of Qualifying Shareholders to subscribe for Open Offer Shares on and subject to the terms of the Open Offer

"Bookbuild"

the process to be carried out by N+1 Singer in seeking to secure Placees for the Placing Shares

"certificated form" or "in certificated form"

an ordinary share recorded on a company's share register as being held in certificated form (namely, not in CREST)

"Circular"

the circular to be issued by the Company to Shareholders including, inter alia, details of the Placing and details and terms of the Open Offer, and attaching the Form of Proxy and, to Qualify Non-CREST Shareholders (other than certain overseas Qualifying Non-CREST Shareholders), the Application Form

"Closing Price"

the closing middle market quotation of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange

"Company" or "Applied Graphene Materials"

Applied Graphene Materials plc, a public limited company incorporated and registered in England and Wales with registered number 08708426

"CREST"

the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)

"Directors" or "Board"

the directors of the Company

"Expenses"

the expenses incurred in connection with the Fundraising

"Euroclear"

Euroclear UK & Ireland Limited, the operator of CREST

"Excess Application Facility"

the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Basic Entitlements in accordance with the terms and conditions of the Open Offer

"Excess Entitlement(s)"

in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement (in addition to the Basic Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which, subject to the terms of the Placing Agreement, may be subject to scaling down according to the Directors' and N+1 Singer's absolute discretion

"Existing Ordinary Shares"

the 22,290,763 Ordinary Shares in issue at the date of this announcement, all of which are admitted to trading on AIM and being the entire issued ordinary share capital of the Company

"FCA"

the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA

"Form of Proxy"

the form of proxy for use by Shareholders in connection with the General Meeting

"Fundraising" or "Issue"

the Placing and Open Offer, further details of which are set out in this announcement

"FSMA"

the Financial Services and Markets Act 2000 (as amended)

"General Meeting"

the general meeting of the Company to be held at the offices of Squire Patton Boggs at 6 Wellington Place, Leeds LS1 4AP at 11.00 a.m. on 30 October 2017, or any reconvened meeting following any adjournment of the general meeting, notice of which will be set out at the end of the Circular

"Group"

the Company, its subsidiaries and its subsidiary undertakings

"Issue Documents"

means the Circular, the Form of Proxy, this announcement, the Application Form, the presentation prepared in connection with marketing of the Fundraising and any other announcement or document published by the Company or on its behalf in relation to the Fundraising

"Issue Price

a minimum of 36 pence per New Ordinary Share or such greater price as notified by the Company and / or N+1 Singer

"London Stock Exchange"

London Stock Exchange plc

"Net Proceeds"

the proceeds from the issue of the New Ordinary Shares, after the deduction of the Expenses

"New Ordinary Shares"

the new Ordinary Shares to be issued pursuant to the Fundraising

"Nominated Adviser" or "N+1 Singer"

Nplus1 Singer Advisory LLP, the Company's nominated adviser and broker

"Open Offer"

the conditional invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular and, in the case of Qualifying Non-CREST Shareholders only, the Application Form

"Open Offer Entitlements"

an entitlement to apply to subscribe for Open Offer Shares, allocated to Qualifying Shareholders pursuant to the Open Offer

"Open Offer Shares"

such number of new Ordinary Shares as will be set out in the Circular, to be offered to Qualifying Shareholders

"Ordinary Shares"

the ordinary shares of 2 pence each in the capital of the Company

"Overseas Shareholders"

Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom

"Placing"

the conditional placing of the New Ordinary Shares by N+1 Singer, as agent on behalf of the Company, pursuant to the Placing Agreement

"Placing Agreement"

the conditional agreement dated 10 October 2017 made between N+1 Singer and the Company in relation to the Fundraising

"Placing Shares"

a minimum of £9 million of New Ordinary Shares to be issued pursuant to the Placing

"Qualifying CREST Shareholders"

Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST at the Record Date

"Qualifying Non-CREST Shareholders"

Qualifying Shareholders holding Ordinary Shares in certificated form at the Record Date

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exclusion of Overseas Shareholders with a registered address or who are resident in any Restricted Jurisdiction

"Record Date"

5.30 p.m. on 10 October 2017

"Resolutions"

the resolutions to be proposed at the General Meeting

"Restricted Jurisdiction"

each and any of the United States, Australia, Canada, the Republic of South Africa, Japan and any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law

"Securities Act"

the US Securities Act of 1933 (as amended)

"Shareholders"

holders of Ordinary Shares

"UK"

the United Kingdom of Great Britain and Northern Ireland

"US" or "United States"

the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction

"uncertificated" or "in uncertificated form"

a shareholding which is recorded on a company's share register 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

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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