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Beeks Fin Cloud Grp (BKS)

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Tuesday 06 April, 2021

Beeks Fin Cloud Grp

Proposed Placing

RNS Number : 5663U
Beeks Financial Cloud Group PLC
06 April 2021
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND IS NOT INTENDED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF BEEKS FINANCIAL CLOUD GROUP PLC OR OTHER EVALUATION OF ANY SECURITIES OF BEEKS FINANCIAL CLOUD GROUP PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES . THIS ANNOUNCEMENT 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 OF BEEKS FINANCIAL CLOUD GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL .

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO . 596/2014) AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION .

 

 

Beeks Financial Cloud Group plc

("Beeks", the "Group" or the "Company")

Proposed placing

 

6 April 2021 -  Beeks Financial Cloud Group plc (AIM: BKS), a cloud computing and connectivity provider for financial markets, today announces its intention to conduct a fundraising to raise gross proceeds of up to approximately £5 million through a placing to new and existing institutional investors (the "New SharePlacing") of new ordinary shares of £0.00125 each ("Ordinary Shares") in the capital of the Company (the "New Ordinary Shares").

In the event of suitable oversubscriptions, the Company has been notified by Gordon McArthur, Chief Executive Officer of the Company (the "Vendor"), that he would sell up to approximately £2 million worth of existing Ordinary Shares (the "Sale Shares" and together with the New Ordinary Shares, the "Placing Shares") at the Placing Price (the "Sale Share Placing" and together with the New Share Placing, the "Placing"). Gordon McArthur is currently interested in 27,475,193* Ordinary Shares, representing approximately 53.14 per cent. of the current issued share capital of the Company.

The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement. The price at which the Placing Shares are to be placed (the "Placing Price") and the number of New Ordinary Shares and Sale Shares will be determined at the close of the Bookbuild. A further announcement confirming the closing of the Bookbuild, the Placing Price and the number of Placing Shares to be issued or sold pursuant to the Placing is expected to be made in due course.

The Placing is not being underwritten. Completion of the Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional and the passing of the Resolutions by Shareholders to authorise the issue of the New Ordinary Shares at the General Meeting expected to be held at 11:00a.m. on 23 April 2021.

A Circular containing further details of the Placing including a formal Notice convening the General Meeting is expected to be despatched to Shareholders on or around 7 April 2021 and will thereafter be available on the Company's website at www.beeksgroup.com/investor-relations/documents/.

Canaccord Genuity Limited ("Canaccord Genuity") is acting as nominated adviser and sole bookrunner in connection with the Placing.

The Placing is also subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this Announcement).

*Includes 740,000 Ordinary Shares held by Gordon McArthur's wife, Claire McArthur, representing 1.43 per cent. of the current issued share capital of the Company.

Expected Timetable of Principal Events

Date of this Announcement and Bookbuild commences

6 April 2021

Announcement of the results of the Bookbuild

7 April 2021

Date of publication of the Circular and Form of Proxy

7 April 2021

Latest time and date for receipt of Forms of Proxy

11:00 a.m. on 21 April 2021

General Meeting

11:00 a.m. on 2 3 April 2021

Admission and commencement of dealings in the New Ordinary Shares on AIM

8:00 a.m. on 2 6 April 2021

 

Current Trading and Prospects

The Board provided an update on the Company's trading for the six months to 31 December 2020 on 08 March 2021, in which it reported strong growth in revenue, underlying EBITDA and Annualised Committed Monthly Revenues. The Company now has 9 Tier 1 clients at various stages of deployment and, in November 2020, it announced the launch of Beeks Analytics, a cloud-based SaaS analytics offering, which followed the acquisition of Velocimetrics in April 2020. Throughout the period the Company further invested in people, operations and product offering to capitalise on the growing financial services private cloud opportunity. Beeks continues progressing the Network Automation Project and expects to launch the Beeks Private Cloud later this year, a secure low latency private environment, with both public and private Cloud capability, which is expected to increase the attractiveness of the Group's offering to Tier 1 organisations.

Post-period end, Beeks announced the expansion of two Tier 1 customer deployments: a global financial markets technology provider, which is now expected to reach $2.1m of annualised revenue, and an open banking provider, which has expanded its contract, initially worth £1.1m over three years, to 135% of its original commitment. These contract extensions signal strong progress against Beeks' land and expand strategy . The Company has a solid pipeline of opportunities, including further Tier 1 customers, and continues to see an increase in the number of financial services organisations taking advantage of the benefits of cloud infrastructure.  

Current trading is positive  and remains in line with market expectations. As previously announced, the Group has seen increased demand for the Beeks offering during the third quarter, giving the Directors confidence in the Group's ability to service a wide range of financial services organisations across different geographies. Whilst the Directors continue to assess the ongoing impact of Covid-19 on the Company's business and operations, they remain confident that Beeks is poised for considerable growth within a rapidly developing market.

Background to and reasons for the New Share Placing

The Group continues to operate successfully in a demanding, time-sensitive industry and the Directors believe that Beeks is well positioned to take advantage of the rapid acceleration of Cloud deployment in financial services and the growing need for analytics around those infrastructure environments. These latency sensitive environments need to be built, connected and analysed and Beeks considers itself as one of the few companies in the world that can provide this.

The Directors' main strategic priority is to grow the Group's institutional customer base both for public, private and secure Cloud deployment as well as its core low latency offering, complemented by Beeks' analytics solutions. As previously announced, in order to satisfy existing demand and attract new customers, the Group seeks to continue expanding into new asset classes and geographies, furthering its offering, encouraged by the significant opportunities that Beeks has identified. Examples of this include (i) the launch of Beeks Analytics in November 2020 and (ii) the anticipated launch later in 2021 of the Beeks Private Cloud offering. As such, the Directors continue to remain alive to selectively increasing investment in data centre capacity and product offering to facilitate both Beeks' current and anticipated pipeline of business opportunities.

While the Directors' focus is on organic growth, they will continue to assess further strategic acquisition opportunities, both 'bolt-on' and/or more transformational in nature, that will accelerate growth and complement the Group's business model.

The proposed New Share Placing is intended to be used to accelerate the Company's growth strategy and capitalise on the significant market opportunity and solid sales pipeline. Funds will be used to provide additional infrastructure capacity and product development for the Beeks Private Cloud, the repayment of existing debt and for additional working capital, including to assess M&A opportunities.

Expected use of proceeds

The Company is seeking to raise up to approximately £5 million (before expenses) from the New Share Placing to capitalise on the market opportunity and the Group's growth trajectory. Specifically, the net proceeds of the New Share Placing are expected to be utilised as follows:

· approximately £3m for investment to support the launch of the Beeks Private Cloud offering;

· approximately £1m for the repayment of the Group's RCF facility; and

· up to approximately £1m for additional working capital, including for the evaluation of M&A opportunities.

Details of the Placing

The Company is seeking to raise gross proceeds from the New Share Placing of up to approximately £5 million at the Placing Price. In the event of suitable oversubscriptions, the Placing may also include the placing of up to £2 million worth of existing Ordinary Shares, at the Placing Price, by the Vendor.

Canaccord Genuity is acting as nominated adviser and sole bookrunner in connection with the Placing. The Placing is subject to the terms and conditions set out in the appendix to this Announcement (the "Appendix") (which forms part of this Announcement). Canaccord Genuity will commence the Bookbuild immediately following the release of this Announcement. The price at which the Placing Shares are to be placed and the number of New Ordinary Shares and any Sale Shares will be determined at the close of the Bookbuild. The Placing is not being underwritten. Completion of the Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional and the passing of the Resolutions by Shareholders at the General Meeting expected to be held at 11:00a.m. on 23 April 2021.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. In the event of a Sale Share Placing, Canaccord Genuity would also intend to use their reasonable endeavours to place the Sale Shares on behalf of the Vendor.

 

Admission, settlement and CREST

Application will be made for the New Ordinary Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Settlement for the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 26 April 2021. The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms. The Placing is also conditional, inter alia, upon the passing of the Resolutions by Shareholders at the General Meeting expected to be held at 11:00 a.m. on 23 April 2021. The Notice convening the General Meeting will be set out in the Circular expected to be sent to Shareholders on or around 7 April 2021.

The Appendix sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

 

The person responsible for arranging the release of this Announcement on behalf of the Company is Fraser McDonald, a director of the Company.

 

For further information please contact:

Beeks Financial Cloud Group plc


Gordon McArthur, CEO

via Alma PR

Fraser McDonald, CFO


Canaccord Genuity

+44 (0)20 7523 8000

Adam James / Sam Lucas / Angelos Vlatakis


Alma PR

+44(0)20 3405 0212

Caroline Forde / Helena Bogle / Josh Royston


 

ABOUT BEEKS FINANCIAL CLOUD

Beeks Financial Cloud is a leading cloud computing, connectivity and analytics provider for financial services. Our cloud-based Infrastructure-as-a-Service (IaaS) model allows financial organisations the flexibility and agility to deploy and connect to a variety of exchanges, trading venues and cloud service providers at a fraction of the cost of building their own networks and infrastructure. Based in the UK with an international network of 19 datacentres, Beeks supports its global customers at scale in the leading financial centres.

For more information, visit:  www.beeksfinancialcloud.com

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

Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the section headed 'Definitions used in this Announcement' below save that any capitalised term defined in the Appendix shall have such meaning in the Appendix to the exclusion, in the Appendix only, of any definition of such term elsewhere in this Announcement.

IMPORTANT NOTICES

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it (other than the Appendix in relation to Placees) form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or Canaccord that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Canaccord to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings, the effect of operational risks, and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

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 or losses per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or losses per share of the Company.

 

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

 

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in the Appendix. The Company, the Vendor, Canaccord Genuity and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the representations, warranties, acknowledgements and agreements contained in the Appendix.

 

 



 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED WHO ARE PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B) (I) BEING "QUALIFIED INVESTORS");   AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN (THE "ANNOUNCEMENT") IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.  

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, 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.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF 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 or Canaccord Genuity Limited ("Canaccord Genuity") or any of its 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 Regulation 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 Financial Services and Markets Act 2000 (as amended) 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 Placing 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 or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), including its enactment under UK domestic law by virtue of the EUWA ("UK MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and UK MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.

 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

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

These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with Canaccord Genuity and the Company and/or the Vendor to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if Canaccord Genuity confirms to such Placee its allocation of Placing Shares. Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings, the effect of operational risks, and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or any of its respective affiliates, agents, directors, officers, consultants, partners or employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to participate in the Placing and on whose behalf a commitment to subscribe for or acquire Placing Shares has been given.

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 the UK who acquires any Placing Shares pursuant to the Placing:

2.1  it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

2.2  it is a person: (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the FPO; or who falls within the definition of "high net worth companies, unincorporated associations etc" in Article 49(2)(a) to (d) of the FPO;

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

3.1  it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;

3.2  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:

3.2.1  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 the Broker has been given to the offer or resale; or

3.2.2  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 Regulation as having been made to such persons;

4  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

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

it will be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired; and

7  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 4 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 FCA in relation to the Placing 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 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 Canaccord Genuity, the Company, the Vendor or any other person and none of Canaccord Genuity or the Company or the Vendor 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

 

Canaccord Genuity (acting as Nominated Adviser and sole broker to the Company) has today entered into the Placing Agreement with the Company and the Vendor under which, on the terms and subject to the conditions set out in the Placing Agreement, Canaccord Genuity as agent for and on behalf of the Company and, in the event of a Sale Share Placing, the Vendor, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by Canaccord Genuity or any other person.

 

The Placing Shares will, when issued or transferred, be subject to the Articles 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 or transfer of the Placing Shares.

 

Application for admission to trading

 

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

 

It is expected that Admission will take place no later than 8:00 a.m. on 26 April 2021 and that dealings in the New Ordinary Shares on AIM will commence, and settlement of the Placing Shares will occur, at the same time.

 

Principal terms of the Placing

 

1  Canaccord Genuity is acting as nominated adviser, financial adviser and sole broker to the Placing, as agent for and on behalf of the Company and, in the event of a Sale Share Placing, the Vendor. Canaccord Genuity is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company for the purposes of the AIM Rules and no one else (including the recipient of this document) 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 Canaccord Genuity or for providing advice in relation to the matters described in this Announcement. Canaccord Genuity's responsibilities as the Company's nominated adviser are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

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

3  The Placing will be effected by way of an accelerated bookbuild to institutional investors which will be launched immediately following this Announcement ("Bookbuild"). The final number of Placing Shares to be placed and the price at which each Placing Share is to be placed will be agreed by Canaccord Genuity, the Company and, in the event of a Sale Share Placing, the Vendor (the "Placing Price"). The Placing Price is payable to Canaccord Genuity by all Placees (as agent of the Company and/or, in the event of a Sale Share Placing, the Vendor, as applicable in each case).

4  Each Placee's allocation of Placing Shares (in the event of a Sale Share Placing made up of New Ordinary Shares and/or Sale Shares in such proportions as shall be determined by Canaccord Genuity in its absolute discretion) will be determined by Canaccord Genuity in its discretion (following consultation with the Company) and will be confirmed orally or in writing (which can include email) by Canaccord Genuity and a form of confirmation will be dispatched as soon as possible thereafter. That oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Company and/or, in the event of a Sale Share Placing, the Vendor (as applicable) and Canaccord Genuity, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with Canaccord Genuity'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 Canaccord Genuity. 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 Canaccord Genuity (as agent for the Company and/or, in the event of a Sale Share Placing, the Vendor, as applicable), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue and/or, in the event of a Sale Share Placing, the Vendor has agreed to transfer (as applicable) 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 Canaccord Genuity 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) Canaccord Genuity, (b) any of Canaccord Genuity's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) and (b), any person connected with Canaccord Genuity as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Canaccord Genuity), (d) any person acting on behalf of Canaccord Genuity, 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 Canaccord Genuity nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Canaccord Genuity, the Company and, in the event of a Sale Share Placing, the Vendor 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 Canaccord Genuity, as soon as reasonably possible after the closing of the Bookbuild which will confirm the number of Placing Shares allocated to them, the Placing Price, the aggregate amount owed by them to Canaccord Genuity (as agent of the Company and/or, in the event of a Sale Share Placing, the Vendor as applicable) and settlement instructions.

 

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 Canaccord Genuity in accordance with either the standing CREST or certificated settlement instructions which they have in place with Canaccord Genuity.

 

Settlement of transactions in the Placing Shares (ISIN: GB00BZ0X8W18) will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place in respect of the Placing Shares on 26 April 2021 unless otherwise notified by Canaccord Genuity and Admission of the New Ordinary Shares is expected to occur no later than 8:00 a.m. on 26 April 2021, unless otherwise notified by Canaccord Genuity. 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 Canaccord Genuity may agree that the Placing Shares should be issued in certificated form. Canaccord Genuity 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 Canaccord Genuity.

 

Each Placee agrees that, if it does not comply with these obligations Canaccord Genuity may sell, charge by way of security (to any funder of Canaccord Genuity) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for Canaccord Genuity'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 Canaccord Genuity 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 Canaccord Genuity under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

 

(a)  the passing of the Resolutions to approve inter alia the issue of the New Ordinary Shares at the General Meeting (or any adjournment thereof) without amendment;

(b)  none of the warranties contained in the Placing Agreement being untrue or inaccurate as at, and no breach of any warranty having occurred prior to Admission and at all times after the date of the Placing agreement but before Admission;

(c)  the Company and the Vendor having complied with their respective obligations under the Placing Agreement which fall to be performed prior to Admission;

(d)  the Placing Agreement not having been terminated in accordance with its terms;

(e)  Admission having become effective at or before 8.00 a.m. on 26 April 2021 (or such later date as the Company and Canaccord Genuity may agree, in any event being not later than the Long Stop Date),

(all conditions to the obligations of Canaccord Genuity 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 the Placing Agreement is terminated in accordance with its terms, the Placing 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 Placing" below and will not be capable of rescission or termination by it.

 

Certain conditions may be waived in whole or in part by Canaccord Genuity, in its absolute discretion. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

Canaccord Genuity may terminate the Placing Agreement in certain circumstances, details of which are set out below.

 

None of Canaccord Genuity or the Company or any of their respective affiliates, agents, directors, officers, employees, or the Vendor or his agents 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 Canaccord Genuity.

 

On the assumption that the conditions set out in the Placing Agreement are satisfied (or waived) and that the Placing Agreement does not lapse and is not terminated in accordance with its terms, each Placee will be required to pay to Canaccord Genuity, on the Company's and/or , in the event of a Sale Share Placing, the Vendor's (as applicable) behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein.

 

Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to the Company and/or , in the event of a Sale Share Placing, the Vendor (as applicable) and Canaccord Genuity. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe and/or purchase.

 

Termination of the Placing

 

Canaccord Genuity may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1  there is a breach of any of the warranties or any of the other obligations on the part of the Company or the Vendor under the Placing Agreement or an event or circumstance has taken place or arisen which renders any of the Warranties untrue, inaccurate or misleading, which in either case is material in the context of the Placing; or

2  the Company or the Vendor fails to comply with its obligations under the Placing Agreement or the terms of the Placing, which Canaccord Genuity considers (acting reasonably) to be material in the context of the Placing; or

3  any statement contained in the Placing Documents is discovered to be untrue, incorrect or misleading; or

4  any other occurrence of any kind which (by itself or together with any other such occurrence) is, in the opinion of Canaccord Genuity, likely to materially and adversely affect the market's perception of the Company or the financial position or trading position or prospects of the Company that, in each case, in the opinion of Canaccord (acting in good faith), is likely to render the Placing or Admission, temporarily or permanently, impracticable or inadvisable; or

5  any other crisis of international or national effect including, without limitation, in relation to the spread of Covid-19 in the UK or the United States and/or the material worsening of economic conditions in the UK or the United States as a result of the Covid-19 pandemic, which, in any case, in the opinion of Canaccord (acting in good faith) is materially adverse to the Placing or Admission and is likely to render the Placing or Admission, temporarily or permanently, impracticable or inadvisable.

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, the Vendor and Canaccord Genuity that the exercise by the Company, the Vendor or Canaccord Genuity 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, the Vendor or Canaccord Genuity and that none of the Company, the Vendor or Canaccord Genuity need make any reference to such Placee and that none of Canaccord Genuity or the Company, or any of their respective affiliates, agents, directors, officers or employees or the Vendor or his agents 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 Placing" section above and will not be capable of rescission or termination by it after the issue by Canaccord Genuity 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 Canaccord Genuity expressly agrees in writing to the contrary):

 

1  it has read and understood this Announcement in its entirety (including the Appendix) 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 Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2  its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

3  it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation or the UK Prospectus Regulation or other applicable law; and (b) has been or will be prepared in connection with the Placing;

4  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 and UK MAR, 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;

5  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 none of Canaccord Genuity or the Company or any of their respective affiliates, agents, directors, officers or employees, or the Vendor or his agents 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 of Canaccord Genuity, the Company or any of their respective affiliates, agents, directors, officers or employees or the Vendor or his agents or any person acting on behalf of any of them to provide it with any such information;

6  neither Canaccord Genuity nor any person acting on behalf of it or any of its 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;

7  (a) the only information on which it is entitled to rely on and on which it has relied in committing to acquire 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) none of Canaccord Genuity or the Company or any of their respective affiliates, agents, directors, officers or employees or the Vendor or his agents 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) it has not relied on any investigation that Canaccord Genuity or any person acting on behalf of Canaccord Genuity may have conducted with respect to the Company, the Placing or the Placing Shares;

8  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 Canaccord Genuity nor any person acting on behalf of either of Canaccord Genuity 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;

9  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;

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

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

10.2  has fully observed such laws and regulations;

10.3  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;

10.4  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 it is required to comply with all applicable laws and regulations with respect to its subscription for and/or purchase of Placing Shares; and

10.5  has not taken any action which will or may result in the Company, Canaccord Genuity or any of their respective directors, officers, employees or agents, or the Vendor or his agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance of Placing Shares;

11  it was not located in the United States at the time the buy order was originated and it represents that no directed selling efforts (as defined in Regulation S under the Securities Act) were made in connection with the Placing;

12  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any state or other jurisdiction of the United States, 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 Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any state or other jurisdiction of the United States and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

13  it understands that 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;

14  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;

15  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;

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

17  if required by applicable securities laws or as otherwise reasonably requested by the Company, the Placee will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue or transfer of the Placing Shares;

18  none of Canaccord Genuity or its respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and it will not be a client of Canaccord Genuity and Canaccord Genuity does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

19  it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will make payment to Canaccord Genuity 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 Canaccord Genuity may, in either case, in its absolute discretion determine without liability to the Placee and the Placee 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;

20  no action has been or will be taken by any of the Company, the Vendor, Canaccord Genuity 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;

21  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. None of Canaccord Genuity, the Company or the Vendor 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 Placing and agrees to pay the Company and Canaccord Genuity in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted or transferred to a CREST stock account of Canaccord Genuity or transferred to a CREST stock account of Canaccord Genuity who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

22  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, Canaccord Genuity and the Vendor (as applicable) 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);

23  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;

24  (if within the United Kingdom) it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the FPO 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;

25  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 a Relevant Member State 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 than 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 within the meaning of the UK Prospectus Regulation, or an offer to the public in any Relevant Member State of the EEA within the meaning of the Prospectus Regulation and which will not result in any requirement for the publication of a prospectus pursuant to the UK Prospectus Regulation or the Prospectus Regulation;

26  if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant Member State, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation;

27  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 Canaccord Genuity 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;

28  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);

29  its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

30  if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, 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 the United Kingdom or Relevant Member State other than Qualified Investors, or in circumstances in which the express prior written consent of Canaccord Genuity has been given to the offer or resale;

31  it has neither received nor relied on any inside information (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in accepting this invitation to participate in the Placing;

32  if it has received any confidential inside information (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not (i) dealt (or attempted to deal) in the securities of the Company, (ii) encouraged, recommended or induced another person to deal in the securities of the Company, or (iii) disclosed such information to any person, prior to the information being made publicly available;

33  neither Canaccord Genuity, nor any of its 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;

34  none of Canaccord Genuity, the Company, any of their respective affiliates, agents, directors, officers or employees, the Vendor or his agents or any person acting on behalf of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of Canaccord Genuity's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

35  acknowledges and accepts that Canaccord Genuity 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, Canaccord Genuity will not make any public disclosure in relation to such transactions;

36  Canaccord Genuity and its respective affiliates, 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 Canaccord Genuity and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither of Canaccord Genuity 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;

37  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 2017 (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;

38  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

39  it is not a person: (i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law;

40  in order to ensure compliance with the Money Laundering Regulations 2017, Canaccord Genuity (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 Canaccord Genuity or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Canaccord Genuity's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Canaccord Genuity'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 Canaccord Genuity (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Canaccord Genuity and/or the Company may, at their absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment or transfer will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

41  it 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, the Vendor's or Canaccord Genuity's conduct of the Placing;

42  it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring 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 Placing. 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 Placing, including the merits and risks involved;

43  it irrevocably appoints any duly authorised officer of Canaccord Genuity 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;

44  the Company, the Vendor, Canaccord Genuity 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 Canaccord Genuity, on its own behalf and on behalf of the Company and the Vendor and are irrevocable;

45  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;

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

47  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Canaccord Genuity;

48  the Placing Shares will be issued or transferred subject to the terms and conditions of this Appendix;

49  it irrevocably authorises the Company, the Vendor and Canaccord Genuity to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement;

50  it acknowledges that the basis of allocation will be determined by Canaccord Genuity at its absolute discretion, including as to the number of New Ordinary Shares and/or Sale Shares making up its allocation of Placing Shares. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing; and

51  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 the Vendor or Canaccord Genuity 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, Canaccord Genuity and each of their respective affiliates, agents, directors, officers and employees and the Vendor and his agents 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 Canaccord Genuity or the Company or each of their respective affiliates, agents, directors, officers or employees or the Vendor or his agents 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 or transfer 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 the allotment and issue of New Ordinary Shares or the transfer of the Sale Shares (as applicable) to Placees, or such persons as they nominate as their agents, direct by the Company or the Vendor (as applicable). 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 none of the Company, Canaccord Genuity or the Vendor 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 Canaccord Genuity 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, transfer 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, Canaccord Genuity and the Vendor in the event that either the Company, Canaccord Genuity and/or the Vendor has incurred any such liability to such taxes or duties.

 

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Canaccord Genuity for itself and on behalf of the Company and the Vendor in Canaccord Genuity's capacity as agent for each of them and are irrevocable.

 

Each Placee and any person acting on behalf of the Placee acknowledges that Canaccord Genuity 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 Canaccord Genuity may (in its absolute discretion) satisfy its 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 Canaccord Genuity, any money held in an account with Canaccord Genuity 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 Canaccord Genuity's money 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 market, stock exchange or other facility other than AIM.

 

The rights and remedies of Canaccord Genuity, the Company and the Vendor under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

 

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 USED IN THIS ANNOUNCEMENT

 

"Admission"

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

"AIM"

the market of that name operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies, as published by the London Stock Exchange, as amended from time to time

"Announcement"

this announcement, including the Appendix

"Appendix"

the appendix to this Announcement

"Articles"

the articles of association of the Company

"Board"

the board of directors of the Company

"Bookbuild"

the process under which Canaccord, on behalf of the Company and the Vendor, will determine demand for participation in the Placing by Placees on the terms described in this Announcement and the Placing Agreement

"Broker" or "Canaccord Genuity"

Canaccord Genuity Limited (registered in England and Wales with registered number 01774003) whose registered office is at 88 Wood Street, London EC2V 7QR

"certificated" or "in certificated form"

an Ordinary Share which is not in uncertificated form (that is, not in CREST)

"Circular"

the circular to be sent to Shareholders enclosing the Notice

"Closing Price"

the closing middle market quotation of an Ordinary Share

"Company"

Beeks Financial Cloud Group Plc, a public limited company (incorporated and registered in Scotland with registered number SC521839) whose registered office is at Lumina Building, 40 Ainslie Road, Hillington Park, Glasgow, Scotland G52 4RU

"Companies Act"

the Companies Act 2006 as amended

"CREST"

the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended

"Directors"

the directors of the Company whose names are set out in this Announcement

"Enlarged Share Capital"

the Ordinary Shares in issue on Admission, including the New Ordinary Shares

"Euroclear"

Euroclear UK & Ireland Limited

"Existing Ordinary Shares"

the 51,703,322 Ordinary Shares in issue as at the date of this Announcement

"FCA"

the Financial Conduct Authority

"Form of Proxy"

the form of proxy for use at the General Meeting and which will be enclosed with the Circular

"FPO"

the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended

"FSMA"

the Financial Services and Markets Act 2000, as amended

"General Meeting"

the general meeting of the Company to be convened by the Notice at 11:00 a.m. on 23 April 2021, or any adjournment thereof

"Group"

the Company and its subsidiary undertakings (as defined in the Companies Act)

"London Stock Exchange"

London Stock Exchange plc

"Long Stop Date"

26 May 2021

"MAR"

the Market Abuse Regulation (EU/596/2014)

"Money Laundering Regulations 2017"

the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017

"New Ordinary Shares"

the new Ordinary Shares to be issued by the Company in connection with the Placing, such number of New Ordinary Shares to be agreed by Canaccord Genuity and the Company following completion of the Bookbuild

"New Share Placing"

the conditional placing by the Broker, as agent for and on behalf of the Company, of the New Ordinary Shares at the Placing Price on the terms and subject to the conditions of the Placing Agreement

"Notice"

the notice of General Meeting to be set out in the Circular

"Ordinary Shares"

the ordinary shares of £0.00125 each in the capital of the Company

"Overseas Shareholders"

holders of Existing Ordinary Shares who are neither resident in, nor have a registered address in, the UK

"Placee"

a person who is invited to and who chooses to participate in the Placing

"Placing"

the New Share Placing and the Sale Share Placing

"Placing Agreement"

the conditional agreement dated 6 April 2021 between the Company, Canaccord Genuity and the Vendor relating to the Placing

"Placing Price"

the price at which each Placing Share is to be placed as agreed by Canaccord Genuity, the Company and the Vendor

"Placing Shares"

the New Ordinary Shares and the Sale Shares (if any) in connection with the Placing

"Prospectus Regulation"

the Prospectus Regulation (Regulation (EU) 2017/1129) as amended from time to time

"Regulation S"

Regulation S under the Securities Act

"Regulatory Information Service"

a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, http://www.fca.org.uk/

"Resolutions"

the resolutions to be proposed at the General Meeting as will be set out in the Notice

"Sale Shares"

certain Existing Ordinary Shares currently held by the Vendor which may be sold by the Vendor in connection with the Placing, such number of Sale Shares to be agreed by the Vendor, Canaccord Genuity and the Company following completion of the Bookbuild.

"Sale Share Placing"

the conditional placing by the Broker, as agent for and on behalf of the Vendor, of the Sale Shares at the Placing Price on the terms and subject to the conditions of the Placing Agreement

"Securities Act"

the United States Securities Act of 1933, as amended

"Shareholders"

holders from time to time of Ordinary Shares

"uncertificated " or "in uncertificated form"

recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

the United States of America, its territories, or possessions, and any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction, or any political subdivision thereof

"UK MAR"

Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation) as it applies in England and Wales from time to time as retained, amended, extended or re-enacted on or after 31 December 2020

"UK Prospectus Regulation"

the Prospectus Regulation as it applies in England and Wales from time to time as retained, amended, extended or re-enacted on or after 31 December 2020

"US Person"

has the meaning ascribed to that term in Regulation S under the Securities Act

"Vendor"

Gordon McArthur

 

 

 

 

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