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Belluscura PLC (BELL)

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Thursday 12 May, 2022

Belluscura PLC

Proposed placing to raise £5.0m

RNS Number : 3468L
Belluscura PLC
12 May 2022
 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BELLUSCURA PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF BELLUSCURA PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK version of the Market Abuse Regulation (EU) No.596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, ANY PERSONS WHO RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Belluscura plc

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

 

Proposed placing by way of an accelerated bookbuild to raise £5.0 million

 

Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces its intention to issue new ordinary shares of 1 penny each (the "Placing Shares") to raise in aggregate gross proceeds of £5 million (approximately £4.7 million net of placing related expenses) (the "Placing").

 

Dowgate Capital Limited ("Dowgate") is acting as sole placing agent, bookrunner and broker in connection with the Placing a nd SPARK Advisory Partners Limited ("SPARK") is acting as the Company's nominated adviser.

 

Highlights

· The net proceeds of the Placing receivable by the Company will be used principally to fund the purchase of raw material inventory and manufacturing non-recurring engineering costs in connection with the recently announced global manufacturing agreement with InnoMax Medical Technology Limited to manufacture the  X-PLO 2 R ® portable oxygen concentrator family of products in Shenzhen, China

· The Placing is being conducted by way of an accelerated bookbuild which will commence immediately following this Announcement (the "Bookbuild")

· The Issue Price will be determined through the Bookbuild

· Admission of the Placing Shares to trading on AIM is expected to occur in two tranches with admission of the EIS/VCT Placing Shares taking place on or around 18 May 2022 ("First Admission") and admission of the General Placing Shares taking placing on or around 19 May 2022 ("Second Admission")

· The final number of Placing Shares to be placed will be determined by Dowgate, in consultation with the Company, at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild, and the allocation of the Placing Shares thereunder, will be determined by Dowgate in consultation with the Company

· The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person

· Appendix I to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing. The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix II to this Announcement

 

Further details of the Placing (in particular, the final number of Placing Shares) will be set out in an announcement to be made on the closing of the Bookbuild.

 

Application will be made for the Placing Shares to be admitted to trading on AIM with First Admission expected to take place at 8.00 a.m. on or around 18 May 2022 and Second Admission expected to take place at 8.00 a.m. on or around 19 May 2022 (or such later time and/or date as Dowgate and SPARK may agree with the Company not being later than 8.00 a.m. on 31 May 2022 and 1 June 2022, respectively). The Placing is conditional upon, among other things, the Placing Agreement not being terminated in accordance with its terms.

 

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in Appendix I to this Announcement (which forms part of this Announcement).

 

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties, indemnities, acknowledgements, agreements, confirmations and undertakings contained in Appendix I.

 

For further information please contact:

 

Belluscura plc

www.belluscura.com

Robert Rauker, Chief Executive Officer

via Walbrook PR

Anthony Dyer, Chief Financial Officer


 


SPARK Advisory Partners Limited (NOMAD)

Tel: +44 (0)20 3368 3550

Neil Baldwin


 


Dowgate Capital Limited (Sole Broker and Sole Bookrunner)

Tel: +44 (0)20 3903 7715

James Serjeant / Nicholas Chambers


 


Walbrook PR Ltd (Media & Investor Relations)

Tel: +44 (0)20 7933 8780 or [email protected]

Paul McManus / Sam Allen

Mob: +44 (0)7980 541 893 / +44 (0)7502 558 258

 

 

FURTHER INFORMATION

 

Reasons for the placing and use of proceeds

On 30 March 2022, the Company announced that it signed a global manufacturing agreement with InnoMax Medical Technology Limited ("InnoMax") to manufacture the  X-PLO 2 R ® portable oxygen concentrator family of products in China (the "Master Supply Agreement" or "MSA") providing the Company with a platform to expand its distribution channels into Asian and other markets as well as significantly increase manufacturing capacity.  The Board view entering the MSA with InnoMax as a transformational opportunity for the Company.

 

InnoMax is a joint venture between MaxNerva Technology Services Limited ("MaxNerva Technology") and the National Centre for High Performance Medical Devices ("NMED") located in Shenzhen, China. NMED is the first national manufacturing innovation centre in Shenzhen and is also the only innovation centre to have been established by the Chinese government in the field of medical devices. MaxNerva Technology is an affiliate of the world's largest electronics manufacturer. NMED is the first national manufacturing innovation centre in Shenzhen, and it is jointly invested in by the Chinese government and is also the only innovation centre in the field of high performance medical devices.

 

Under the MSA, and following the successful completion of the Placing, the Company and InnoMax intend to execute statements of work, which will specify the terms and conditions by which InnoMax will assist the Company in the design, manufacture, assembly, repair and/or distribution of the  X-PLO 2 R ® portable oxygen concentrator family of products at InnoMax's production facility in Shenzhen. The MSA has an initial duration of three years, and unless either party notifies the other, the MSA automatically renews annually thereafter.

 

The net proceeds of the Placing receivable by the Company will be used principally in connection with the manufacture of the X-PLO 2 R ® portable oxygen concentrator family of products and specifically to fund the:

· purchase of raw material inventory; and

· manufacturing non-recurring engineering costs.

 

Commercialisation and distribution of the X-PLO 2 R ® portable oxygen concentrator family of products in Asia are expected to occur no later than Q1 2023.

 

Details of the placing and placing agreement

The Company is proposing to raise gross proceeds of approximately £5.0 million through the proposed placing of the Placing Shares at a price to be determined through the Bookbuild (the "Issue Price") to certain new and existing investors using the Company's existing share authorities to issue shares for cash on a non-pre-emptive basis. The Placing Shares will, once issued, rank pari passu with the Existing Ordinary Shares.

 

Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 12 May 2022 (the "Placing Agreement"), Dowgate has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.

 

Dowgate's obligations under the Placing Agreement in relation to the EIS/VCT Placing are conditional on, inter alia:

· the Company allotting, subject only to First Admission, the EIS/VCT Placing Shares in accordance with the Placing Agreement; and

· First Admission occurring not later than 8.00 a.m. on 18 May 2022, and the Placing Agreement not having been terminated prior First Admission or such later time and/or date, being no later than 8.00 a.m. on 31 May 2022, as the Company may agree with Dowgate and SPARK.

 

Dowgate's obligations under the Placing Agreement in relation to the General Placing are conditional on, inter alia:

· the Company allotting, subject only to Second Admission, the General Placing Shares in accordance with the Placing Agreement; and

· Second Admission occurring not later than 8.00 a.m. on 19 May 2022, and the Placing Agreement not having been terminated prior Second Admission or such later time and/or date, being no later than 8.00 a.m. on 1 June 2022, as the Company may agree with Dowgate and SPARK.

 

The Placing Agreement contains customary warranties given by the Company to SPARK and Dowgate as to matters in relation to, inter alia, the accuracy of information in this Announcement and the Group and its business. In addition, the Company has provided a customary indemnity to SPARK and Dowgate in respect of liabilities arising out of or in connection with the Placing.

 

SPARK and Dowgate are entitled to terminate the Placing Agreement in certain circumstances at any time before First Admission or Second Admission, including where any of the warranties are found not to be true or accurate or were misleading in any respect, the breach by the Company of any of its obligations under the Placing Agreement which is material in the context of the Placing, the occurrence of certain force majeure events or a material adverse change affecting, among other things, the business, management, position or prospects (financial, trading or otherwise) or profits of the Company or the Group.

 

As part of the Placing, the Company is seeking to raise funds by the issue of the EIS Placing Shares to investors seeking the benefit of tax relief under the EIS and the VCT Placing Shares to investors seeking the benefit of tax relief through VCT.

 

Although the Directors believe that the EIS Placing Shares should qualify for EIS Relief and that the issue of VCT Placing Shares to a VCT should be regarded as a qualifying holding, the Company has not applied for, nor has it received, Advance Assurance from HMRC, and consequently the availability of EIS Relief in relation to the EIS Placing Shares and whether VCT Placing Shares issued to a VCT are a qualifying holding cannot be guaranteed. Neither the Directors, the Company, Dowgate, SPARK nor any of their respective directors or officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that reliefs will be available in respect of any investment in the EIS/VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company conducts, nor will continue to conduct, its activities in a way that qualifies for and/or preserves its qualifying status. As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if shareholders, or other potential investors, are in any doubt as to their tax position, require more detailed information, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.

 

In the event the EIS Placing Shares should not qualify for EIS Relief and that the issue of VCT Placing Shares to a VCT should not be regarded as a qualifying holding, First Admission will not occur.

 

Related party transactions

Certain Directors and other Substantial Shareholders (as defined in the AIM Rules) have indicated that they intend to participate in the Placing and to subscribe for Placing Shares at the Issue Price. The proposed participation by certain Directors and other Substantial Shareholders, if accepted, would constitute related party transactions under Rule 13 of the AIM Rules. Further details of any participation, and the Rule 13 requirements, will be set out in the results announcement.

 

David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited ("Dowgate Group") and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:

· a commission amounting to 5% of funds raised under the EIS/VCT Placing; and

· a commission amounting to 5% of funds raised under the General Placing,

 

in each case excepting any subscriptions made by Directors.

 

It is expected thar Dowgate will invoice the Company and receive payment in relation to the commissions set out above immediately prior to the relevant Admission.

 

Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies.

As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the "Independent Directors") have considered the terms of this related party transaction for the purposes of AIM Rule 13.

 

Having consulted with SPARK, the Company's nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.

 

Admission, settlement and first day of dealings

The Placing Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares. The Placing Shares will not be made available to the public and will not be offered or sold in any jurisdiction where it would be unlawful to do so.

 

Application will be made for the EIS/VCT Placing Shares and the General Placing Shares to be admitted to trading on AIM and it is expected that settlement of the EIS/VCT Placing Shares and the General Placing Shares, subject to, inter alia, Admission will occur at 8.00 a.m. on or around 18 May 2022 and 8.00 a.m. on or around 19 May 2022, respectively.

 

The definitive number of Placing Shares to be issued by the Company will be set out in an announcement to be made on the closing of the Bookbuild.

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE "RESTRICTED JURISDICTIONS") OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

 

This Announcement is not for public release, publication, distribution or forwarding, in whole or in part, directly or indirectly, in or into the Restricted Jurisdictions or any other jurisdiction in which such release, publication, distribution or forwarding would be unlawful.

 

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States, absent registration under the US Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  No public offering of the Placing Shares is being made in the United States.

 

Subject to certain exceptions, the Placing Shares may not be offered or sold in the Restricted Jurisdictions or to, or for the account or benefit of, any national, resident or citizen of the Restricted Jurisdictions. No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere.

 

The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Dowgate, SPARK or any of their respective affiliates, directors, officers, partners, employees, advisers or agents (collectively, "Representatives") that would, or is intended to, permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Dowgate and SPARK to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

 

This Announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area ("EEA"), persons who are qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing measures in such member states, the "EU Prospectus Regulation") ("Qualified Investors"), (b) if in the United Kingdom, Qualified Investors within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are persons who (i) have professional experience in matters relating to investments and are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order, and (c) are persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person" and together being referred to as "Relevant Persons").

 

No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or any Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom or any equivalent document in any other jurisdiction.

 

No other person should act on or rely on this Announcement (including this Appendix) and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Dowgate and SPARK expressly disclaims any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

 

Each of Dowgate and SPARK are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). Each of Dowgate and SPARK is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.

 

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Dowgate or SPARK (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) or by their respective affiliates or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness 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 or any other statement made or purported to be made by or on behalf of Dowgate or SPARK or any of their respective affiliates or any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Dowgate or SPARK or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. The information in this Announcement is subject to change.

 

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation

of the US Securities Act or the applicable laws of other jurisdictions.

 

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance.  The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

 

Any indication in this Announcement of the price at which the Company's securities have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

 

This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

 

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendix) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in the Appendix to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

 

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.

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

 

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

Each of Dowgate and SPARK and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of Dowgate and SPARK and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

 

Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID IIProduct 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 such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target MarketAssessment").

 

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Dowgate will only procure investors who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.



 

APPENDIX I - TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS: WHO HAVE BEEN SELECTED BY DOWGATE AND WHO ARE (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ANY IMPLEMENTING MEASURE IN SUCH MEMBER STATES, THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; AND (C) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (EACH SUCH PERSON IN (A), (B) AND (C) A "RELEVANT PERSON" AND TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

 

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

 

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, 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 OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE "RESTRICTED JURISDICTIONS"). THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF SECURITIES IN THE RESTRICTED JURISDICTIONS OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 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 BY THIS ANNOUNCEMENT AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

 

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

 

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (each such person whose participation is accepted by Dowgate in accordance with this Appendix being hereinafter referred to as a "Placee" and together, as the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges to the Company and Dowgate 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.  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, acknowledgments, undertakings and agreements contained in this Announcement;

 

3.  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 Announcement, including this Appendix, and that any 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors, or in the United Kingdom to Relevant Persons or in circumstances in which the prior consent of Dowgate has been given to each such proposed offer or resale;

 

4.  it understands that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and

 

5.  it and each person, if any, for whose account or benefit it is acquiring the Placing Shares is (a) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (b) acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Rule 903 or Rule 904 of Regulation S.

 

The Company and Dowgate will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.  Each Placee hereby agrees with the Company and Dowgate to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if Dowgate confirms to such Placee its allocation of Placing Shares.

 

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

 

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. No action has been taken by the Company or Dowgate that would permit an offering of such securities or possession or distribution of this document or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions on transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

 

The Placing Shares will not be lodged with or registered by the Australian Securities and Investments Commission and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placing Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan. The approval of the South African Exchange Control Authorities has not been, and will not be, obtained in relation to the Placing Shares. The Placing Shares may not therefore be offered, taken up, transferred or sold directly or indirectly in or into South Africa or to a resident of South Africa. The Placing Shares may not be offered, taken up, transferred or sold directly or indirectly in or into Canada or to a resident of Canada.

 

Any indication in this Announcement of the price at which Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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 Placing Shares will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.

 

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action. Dowgate is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the matters described in this Announcement.

 

Bookbuild

 

Dowgate will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation by Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate.

 

Dowgate and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

 

Details of the Placing

 

Dowgate has entered into the Placing Agreement with the Company and SPARK under which Dowgate has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Issue Price.

 

Certain of the Placing Shares (the "EIS/VCT Placing Shares") will be offered to VCTs and to those investors seeking to claim EIS Relief in relation to their investment, subject to the EIS Placing Shares qualifying for EIS Relief and the issue of the VCT Placing Shares to a VCT being regarded as a qualifying holding. The remaining Placing Shares (the "General Placing Shares") will be offered to those investors who are neither seeking EIS Relief nor are VCTs.

 

The Placing Agreement contains customary undertakings and warranties given by the Company to Dowgate and SPARK including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to Dowgate and SPARK in respect of liabilities arising out of or in connection with the Placing.

 

The Placing is conditional upon, amongst other things, the Placing Agreement not being terminated in accordance with its terms. The Placing is not underwritten by Dowgate.

 

The Placing Shares will, when issued, be credited as 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 (if any) declared, made or paid on or in respect of the Shares after the relevant date of issue of the Placing Shares.

 

The Company, subject to certain exceptions, has agreed not to offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offer or issue of any of its Shares or securities exchangeable or convertible into its Shares in the period of 90 days from the date of First Admission without prior written consent of Dowgate.

 

Applications for admission to trading

 

Applications will be made to the London Stock Exchange for First Admission and Second Admission.

 

It is expected that settlement of the EIS/VCT Placing Shares and First Admission will become effective on or around 8.00 a.m. on 18 May 2022 and that dealings in the EIS/VCT Placing Shares will commence at that time.

 

It is expected that settlement of the General Placing Shares and Second Admission will become effective on or around 8.00 a.m. on 19 May 2022 and that dealings in the General Placing Shares will commence at that time.

 

EIS and VCT

 

The Company has not applied for, nor has it received, Advance Assurance from HMRC that the EIS Placing Shares will qualify for EIS Relief nor that the issue of the VCT Placing Shares to a VCT should be regarded as a qualifying holding for the purposes of the Income Tax Act 2007. Further, none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that reliefs will be available and not withdrawn at a later date.

 

Participation in, and principal terms of, the Placing

 

1.  Dowgate will arrange the Placing as agent for and on behalf of the Company.

 

2.  Dowgate, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Dowgate is not responsible to anyone other than the Company for providing the protections afforded to clients of Dowgate or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein. 

 

3.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to  participate by Dowgate or its sub-agent. Dowgate is entitled to participate in the Placing as principal. Dowgate and the Company will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.

 

4.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

 

5.  The Issue Price will be determined through the Bookbuild.

 

6.  The final number of Placing Shares will be agreed between Dowgate and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on an FCA-listed regulatory information service following the completion of the Bookbuild.

 

7.  To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Dowgate or its sub-agent. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price. Bids may be scaled down by Dowgate on the basis referred to in paragraph 11 below.

 

8.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Dowgate's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and Dowgate.

 

9.  The Bookbuild is expected to close by 8 a.m. on 13 May 2022, but may be closed earlier or later at the absolute discretion of Dowgate. Dowgate may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Dowgate) to reduce or seek to increase the amount to be raised pursuant to the Placing.

 

10.  Each prospective Placee's allocation will be determined by Dowgate in its sole discretion and if successful will be confirmed to it either orally or in writing (which can include e-mail) by Dowgate or its sub-agent following the close of the Bookbuild and a Contract Note will be despatched as soon as possible thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral confirmation to the Placee by Dowgate or its sub-agent constitutes an irrevocable, legally binding contractual commitment in favour of the Company and Dowgate (as agent for the Company) to subscribe for the number of Placing Shares allocated to it at the Issue Price and on the terms set out in this Appendix and in accordance with the Company's articles of association. Except with Dowgate's consent, such commitment will not be capable of variation or revocation.

 

11.  Subject to paragraphs 8 and 10 above, Dowgate may choose to not accept bids and/or accept bid, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Dowgate may also, notwithstanding paragraphs 8 and 10 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

 

12.  Except as required by law or regulation, no press release or other announcement will be made by Dowgate or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

 

13.  Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company and Dowgate, to pay in cleared funds immediately on the settlement date, in accordance with the "Registration and settlement" requirements set out below, an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.

 

14.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the times and on the basis explained below under "Registration and settlement".

 

15.  All obligations of the Company and Dowgate under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

 

16.  By participating in the Bookbuild, 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.

 

17.  To the fullest extent permissible by law and the applicable rules of the FCA, none of the Company, Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees, shall have any liability to Placees nor shall they owe any Placees fiduciary duties in respect of any claim they may have (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild (or of such alternative method of effecting the Placing as Dowgate and the Company may agree) and the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither Dowgate, SPARK nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to the Placees for the failure of the Company to fulfil those obligations.

 

Conditions of the Placing

 

Dowgate's obligations under the Placing Agreement in relation to the EIS/VCT Placing are conditional on, inter alia:

 

1.  the Company allotting, subject only to First Admission, the EIS/VCT Placing Shares (if any) in accordance with the Placing Agreement; and

 

2.  First Admission occurring not later than 8.00 a.m. on 18 May 2022, and the Placing Agreement not having been terminated prior First Admission or such later time and/or date, being no later than 8.00 a.m. on 31 May 2022, as the Company may agree with Dowgate and SPARK.

 

Dowgate's obligations under the Placing Agreement in relation to the General Placing are conditional on, inter alia:

 

1.  the Company allotting, subject only to Second Admission, the General Placing Shares in accordance with the Placing Agreement; and

 

2.  Second Admission occurring not later than 8.00 a.m. on 19 May 2022, and the Placing Agreement not having been terminated prior Second Admission or such later time and/or date, being no later than 8.00 a.m. on 1 June 2022, as the Company may agree with Dowgate and SPARK.

 

Dowgate's obligations under the Placing Agreement are also conditional on, inter alia, in the sole judgement of Dowgate and SPARK (acting in good faith), there not having occurred since the date of the Placing Agreement any material adverse effect, or a development reasonably likely to result in a prospective material adverse effect, on the condition (financial, operational, legal or otherwise), earnings, business, trading position, management, properties, assets, rights, results of operations, shareholders' funds or prospects of the Group as a whole, whether or not in the ordinary course of business ("Material Adverse Effect").

 

If (i) any of the conditions contained in the Placing Agreement are not fulfilled or (where applicable) waived by Dowgate and SPARK in writing by the time or date where specified (or such later time and/or date as the Company may agree with Dowgate and SPARK, being not later than 8.00 a.m. on 31 May 2022), or (ii) the Placing Agreement is terminated as described below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. In the event that any of the conditions in respect of Second Admission are not satisfied (or waived) or have become incapable of being satisfied on or before 1 June 2022, to the extent the EIS/VCT Placing Shares have been allotted and issued to Placees, and the Placing Agreement is terminated after First Admission but prior to Second Admission, then the rights and obligations of the relevant Placees in respect of First Admission will survive termination of the Placing Agreement, but the relevant Placees' rights and obligations in respect of Second Admission shall cease and determine at such time.

 

Dowgate and SPARK may, in their absolute discretion, waive the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that certain conditions, including the relevant Admission(s) taking place and the Company allotting the Placing Shares subject only to the relevant Admission(s) taking place, and the time by which these must occur, may not be waived and the period for compliance with such conditions may not be extended. Any such waiver will not affect Placees' commitments as set out in this Announcement.

 

None of Dowgate, SPARK or the Company, nor any of their respective affiliates, agents, directors, officers or employees, shall have any liability to any Placee (whether in respect of First Admission or Second Admission) (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Dowgate, SPARK and the Company.

 

Right to terminate under the Placing Agreement

 

Dowgate and SPARK are entitled in their absolute discretion, at any time before First Admission or Second Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

 

1.  in the sole judgement of Dowgate and SPARK (acting in good faith), if any warranty in the Placing Agreement has become, or would if repeated at any time up to First Admission or Second Admission (by reference to the facts and circumstances then existing) be, untrue or inaccurate or misleading;

 

2.  in the sole judgement of Dowgate and SPARK (acting in good faith), there has occurred a breach by the Company of any of its obligations under the Placing Agreement;

 

3.  in the sole judgement of Dowgate and SPARK (acting in good faith), there has occurred any Material Adverse Effect since the date of the Placing Agreement or there is a fact, circumstance or development reasonably likely to result in a Material Adverse Effect; or

 

4.  there has been an outbreak of hostilities; an incident of terrorism; a material deterioration in, or material escalation in the response to, the Covid-19 pandemic; a declaration of a state of emergency or martial law or other calamity or crisis, national or international emergency or war; any change in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls; a suspension or material limitation in trading of securities generally on the London Stock Exchange, the New York Stock Exchange or NASDAQ; a material disruption of commercial banking or settlement or clearance services in the United States, Asia or in Europe; or any other adverse change (or prospective adverse change) in the United Kingdom regarding taxation affecting the Shares, in each case as would be likely in the sole judgement of Dowgate and SPARK (acting in good faith) to prejudice the success of the Placing, dealings in the Shares in the secondary market or which makes it, in the sole judgement of Dowgate and SPARK (acting in good faith), impractical to proceed with the Placing.

 

If the Placing Agreement is terminated prior to First Admission then neither the First Admission or Second Admission will occur.

 

Following Second Admission, the Placing Agreement is not capable of termination.

 

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Dowgate and SPARK of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Dowgate and SPARK, and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Dowgate, SPARK, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

 

No admission document or prospectus

 

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or any Admission and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom or any equivalent document in any other jurisdiction. Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees, or any other person and neither the Company, Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Company, Dowgate, SPARK or their respective officers, directors, employees or agents. 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. Neither the Company nor Dowgate or SPARK are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and settlement

 

Settlement of transactions in the Placing Shares (ISIN: GB00BD3B8Z11) following First Admission and Second Admission will take place within CREST provided that, subject to certain exceptions, Dowgate reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

 

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a Contract Note stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Dowgate (as agent for the Company) or its sub-agent 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 in accordance with either the CREST or certificated settlement instructions that it has in place with Dowgate or its sub-agent.

 

It is expected that settlement in respect of the (i) the EIS/VCT Placing Shares will be on 18 May 2022 on a T+3 basis; and (ii) the General Placing Shares will be on 19 May 2022 on a T+4 basis, in each case in accordance with the instructions set out in the Contract Note and unless notified otherwise by Dowgate.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Dowgate.

 

Each Placee is deemed to agree that, if it does not comply with these obligations, Dowgate may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Dowgate's account and benefit (as agents for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Dowgate (as agent for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Dowgate all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Dowgate lawfully takes in pursuance of such sale.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Contract Note is copied and delivered immediately to the relevant person within that organisation.

 

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of Dowgate, SPARK or the Company shall be responsible for the payment thereof.

 

Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Representations, warranties and further terms

 

By submitting a bid and/or participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) to the Company and Dowgate (including its sub-agent), in each case as a fundamental term of its application for Placing Shares, namely that, each Placee (and any person acting on such Placee's behalf):

 

1.  has read and understood the Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with the relevant Admission(s), the Company, the Placing or otherwise, other than the information contained in this Announcement, and undertakes not to redistribute or duplicate this Announcement or any part of it;

 

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

 

3.  that the exercise by Dowgate of any right or discretion under the Placing Agreement shall be within the absolute discretion of Dowgate and Dowgate need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Dowgate, the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

 

4.  no offering document, admission document or prospectus has been prepared in connection with the Bookbuild or the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

 

5.  the Placing does not constitute a recommendation or financial product advice and Dowgate and SPARK have not had regard to its particular objectives, financial situation and needs;

 

6.  the Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and similar statements published in the preceding 12 months and that the Placee is able to obtain or access such information or comparable information without undue difficulty;

 

7.  none of Dowgate, SPARK, the Company, nor any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested Dowgate, SPARK, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

 

8.  the content of this Announcement is exclusively the responsibility of the Company, and that neither Dowgate or SPARK nor any of their respective affiliates, agents, directors, officers or employees, or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement, any Exchange Information and/or any other information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

 

9.  the only information on which it is entitled to rely and on which such Placee has relied on in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by Dowgate, SPARK, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements, and neither Dowgate, SPARK, nor the Company, will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

 

10.  it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document;

 

11.  it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Dowgate, SPARK or their respective its affiliates, agents, directors, officers or employees or any other person acting on their behalf has or may have conducted;

 

12.  it may not rely and has not relied on any information relating to the Company contained in any research reports prepared by Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees, or any person acting on its or their behalf, and understands that (i) none of Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees, or any person acting on its or their behalf has or shall have any liability for public information or any representation; (ii) none of Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees, or any person acting on its or their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (iii) none of Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees, or any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

 

13.  in making any decision to acquire Placing Shares, (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company and its affiliates operate, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of either of Dowgate or SPARK; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, Dowgate, SPARK or any of their respective affiliates, agents, directors, officers or employees, or any person acting on its or their behalf for all or part of any such loss or losses it or they may suffer;

 

14.  it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Dowgate or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

 

15.  it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;

 

16.  that it has neither received nor relied on any 'inside information' as defined in the (EU) No.596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018) ("UKMAR") concerning the Company in accepting this invitation to participate in the Placing, or, if it has received any 'inside information' as defined in UK MAR concerning the Company or its shares or other securities or related financial instruments in advance of the Placing, that it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by UK MAR and any delegating acts, implementing acts, technical standards and guidelines thereunder, prior to the information being made publicly available;

 

17.  Dowgate or SPARK do not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Dowgate and SPARK are not acting for it or its clients and that Dowgate and SPARK will not be responsible for providing protections to it or its clients;

 

18.  neither Dowgate, SPARK nor their respective affiliates, agents, directors, officers or employees, or any person acting on behalf of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

 

19.  neither Dowgate, its ultimate holding company nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective affiliates, agents, directors, officers or employees shall be liable to Placees for any matter arising out of Dowgate's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which the relevant Placee may have in respect thereof;

 

20.  it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the US Securities Act or with any regulatory authority of any state or other jurisdiction of the United States; and (ii) the Placing Shares are being offered and sold only outside the United States, in an "offshore transaction" within the meaning of and pursuant to Regulation S under the US Securities Act;

 

21.  (i) unless otherwise specifically agreed with Dowgate, it and each account it represents is not and, at the time the Placing Shares are acquired, will not be, a resident of a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (ii) it and each account it represents is (1) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (2) acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S; and (iii) it is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S;

 

22.  it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and, unless otherwise disclosed to Dowgate and the Company in writing, it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares is given;

 

23.  (i) it and each account it represents is acquiring the Placing Shares for investment purposes, and is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares in or into the Restricted Jurisdictions or any other jurisdiction in which the same would be unlawful; and (ii) it understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of the Restricted Jurisdictions and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

 

24.  the relevant clearances have not been and will not be obtained from the securities commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

 

25.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), directly or indirectly, whether in whole or in part, in or into the Restricted Jurisdictions or any other jurisdiction in which such distribution, forwarding, transfer or transmission would be unlawful;

 

26.  the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

 

27.  (i) it is aware of and has complied with its obligations under the Criminal Justice Act 1993 and UK MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof; and (iii) it is not a person: (a) with whom transactions are prohibited under the 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; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Dowgate such evidence, if any, as to the identity or location or legal status of any person which Dowgate may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Dowgate on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Dowgate may decide in its sole discretion;

 

28.  if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(l) of the UK Prospectus Regulation, then: (a) any 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 any member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of Dowgate has been given to each such proposed offer or resale; or (b) where Placing Shares will be acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, the offer of those Placing Shares will not be treated under the Prospectus Regulation as having been made to such persons;

 

29.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to the relevant Admission(s) except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state);

 

30.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

 

31.  it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

 

32.  it understands that 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, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

 

33.  if it is in a member state of the EEA, it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation and, to the extent applicable, any funds on behalf of which it is acquiring the Placing Shares that are located in a member state of the EEA are each themselves such a Qualified Investor;

 

34.  if it is in the United Kingdom, it and any person acting on its behalf is (a) a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation and (b) falls within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

 

35.  it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

 

36.  where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Dowgate;

 

37.  if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements): (1) it acknowledges that the target market assessment undertaken by Dowgate does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels; (2) notwithstanding any target market assessment undertaken by Dowgate, it confirms that, other than where it is a providing an execution- only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that is has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and (3) it acknowledges 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;

 

38.  it is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

 

39.  it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Dowgate may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Dowgate on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

 

40.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that Dowgate may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

 

41.  neither Dowgate, nor any of its affiliates, 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 will not be treated for these purposes as a client of Dowgate and that Dowgate does not have any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

42.  the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Dowgate, SPARK, nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company, Dowgate and SPARK in respect of the same on the basis that the Placing Shares will be credited to the CREST stock accounts of Dowgate or its sub-agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

 

43.  these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) 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, Dowgate or SPARK 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;

 

44.  time shall be of the essence as regards to obligations pursuant to this Appendix;

 

45.  the Company, Dowgate, SPARK and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

 

46.  to indemnify on an after-tax basis and hold the Company, Dowgate, SPARK and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

 

47.  none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that the EIS Placing Shares will qualify for EIS Relief or that the issue of Ordinary Shares to a VCT should be regarded as a qualifying holding for the purposes of the Income Tax Act 2007;

 

48.  the Company has not applied for, nor has it received, Advance Assurance from HMRC that the EIS Placing Shares will qualify for EIS Relief nor that the issue of the VCT Placing Shares to a VCT should be regarded as a qualifying holding for the purposes of the Income Tax Act 2007. Further, none of the Company, the Directors or any of the Company's advisers give any warranty or undertaking that reliefs will be available and not withdrawn at a later date;

 

49.  no action has been or will be taken by any of the Company, Dowgate, SPARK or any person acting on behalf of any of them that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

 

50.  (i) it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

 

51.  its commitment to subscribe for Placing Shares on the terms set out herein and in the Contract Note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

 

52.  acknowledges that Dowgate, or any of its affiliates acting as an investor for their own account may take up shares in the Company and in that capacity may retain, purchase or sell for their own account such shares and may offer or sell such shares other than in connection with the Placing; it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in Shares in accordance with UK MAR and the FCA's Disclosure Guidance and Transparency Rules published by the FCA;

 

53.  acknowledges that any documents sent to Placees will be sent at the Placees' risk.  Any such documents may be sent by post to such Placees at an address notified to Dowgate;

 

54.  it appoints irrevocably any director of Dowgate as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares subscribed for in the Placing;

 

55.  as far as it is aware, it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

 

56.  if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available;

 

57.  if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

 

58.  to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

 

The representations, warranties, confirmations, acknowledgements, agreements and undertakings contained in this Appendix are given to the Company, Dowgate and SPARK and are irrevocable and shall not be capable of termination in any circumstances.

 

The representations, warranties, confirmations, acknowledgements, agreements and undertakings contained in this Appendix may, to the extent permitted by law, be waived, varied or modified as regards specific Placees or on a general basis by Dowgate in its absolute discretion.

 

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for 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 relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company, Dowgate or SPARK will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Dowgate and SPARK in the event that any of the Company, Dowgate or SPARK has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Dowgate accordingly.

 

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

 

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither Dowgate nor SPARK owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

 

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Dowgate or SPARK, or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

When a Placee or person acting on behalf of the Placee is dealing with Dowgate, any money held in an account with Dowgate on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated Dowgate money in accordance with the client money rules and will be used by Dowgate in the course of its own business and the Placee will rank only as a general creditor of Dowgate.

 

All times and dates in this Announcement may be subject to amendment. Dowgate shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

 



 

APPENDIX II - DEFINITIONS

 

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

 

'Admission' means First Admission and/or Second Admission, as the context requires;

 

'Advance Assurance' means written confirmation from HMRC that, inter alia, shares in the Company will rank as "eligible shares" and will meet the requirements for relief under EIS, for the time being and in so far as the requirements relate to the Company;

 

'AIM' means AIM, the market of that name operated by the London Stock Exchange;

 

'AIM Rules for Companies' or 'AIM Rules' means the rules of the London Stock Exchange applicable to companies governing admission to AIM and the continuing obligations of companies whose shares have been admitted to AIM including the notes to such rules;

 

'Announcement' means this announcement (including the appendix to this announcement);

 

'Board' or 'Directors' means the directors of the Company as at the date of this Announcement;

 

'Bookbuild' means the accelerated bookbuilding to be carried out by Dowgate pursuant to the Placing Agreement and this Announcement;

 

'Company' means Belluscura plc, a company incorporated and registered in England and Wales with company number 09910883 whose registered office is at 15 Fetter Lane, London EC4A 1BW;

 

'Contract Note' means the trade confirmation to be sent to each Placee stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Dowgate (as agent for the Company) or its sub-agent and settlement instructions;

 

'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo is the Operator (as defined in the CREST Regulations);

 

'CRESTCo' means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales;

 

'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001/3755);

 

'Directors' or 'Board' means the directors of the Company as at the date of this Announcement;

 

'Dowgate' means Dowgate Capital Limited, a company incorporated and registered in England and Wales with company number 02474423 whose registered office is at 15 Fetter Lane, London EC4A 1BW;

 

'EIS' means the Enterprise Investment Scheme under Part 4 of the Income Tax Act 2007;

 

'EIS Placing Shares' means the new Shares to be issued pursuant to the Placing to certain persons seeking to invest in "eligible shares" for the purposes of the EIS;

 

'EIS Relief' means the relief available to investors under EIS;

 

'EIS/VCT Placing' means the placing of the EIS/VCT Placing Shares;

 

'EIS/VCT Placing Shares' means the EIS Placing Shares and the VCT Placing Shares;

 

'Enlarged Share Capital' means the issued ordinary share capital of the Company immediately following the issue of the Placing Shares;

 

'EU Prospectus Regulation' means Regulation (EU) 2017/1129;

 

'Existing Ordinary Shares' means the Shares in issue as at the date of this Announcement, being the entire issued share capital of the Company prior to the Placing;

 

'FCA' means the UK Financial Conduct Authority in its capacity as the competent authority under FSMA;

 

'First Admission' means admission of the EIS/VCT Placing Shares to trading on AIM becoming effective by means of the issue by the London Stock Exchange of a dealing notice under Rule 6 of the AIM Rules for Companies;

 

'FSMA' means the United Kingdom Financial Services and Markets Act 2000 as amended;

 

'General Placing' means the placing of the General Placing Shares;

 

'General Placing Shares' means the Placing Shares that are not the EIS/VCT Placing Shares;

 

'Group' means the Company and each of its subsidiary undertakings and associates from time to time including where the context requires any one or more of such companies and 'Group Companies' shall be construed accordingly;

 

'HMRC' means Her Majesty's Revenue and Customs (which shall include its predecessors, the Inland Revenue and HM Customs and Excise);

 

'Issue Price' means the price per Placing Share to be determined through the Bookbuild;

 

'London Stock Exchange' means London Stock Exchange plc;

 

'MiFID II' means Directive 2014/65/EU on markets in financial instruments as amended;

 

'MiFID II Product Governance Requirements' means Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of manufacturers under the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures;

 

'Net Proceeds' means the net cash proceeds receivable by the Company from the Placing after the deduction of all fees, commissions, costs and expenses payable by the Company in relation to the transaction;

 

'Placee' means the persons who are to subscribe for Placing Shares pursuant to the Placing and whose participation is accepted by Dowgate in accordance with the Appendix;

 

'Placing' means the placing of the Placing Shares by Dowgate, on behalf of the Company, with Placees in accordance with the Placing Agreement;

 

'Placing Agreement' means the placing agreement dated 12 May 2022 between the Company, SPARK and Dowgate in respect of the Placing;

 

'Placing Shares' means  the EIS/VCT Placing Shares and the General Placing Shares;

 

'Register' means the register of members of the Company;

 

'Regulation S' means Regulation S promulgated under the US Securities Act;

 

'Second Admission' means admission of the General Placing Shares to trading on AIM becoming effective by means of the issue by the London Stock Exchange of a dealing notice under Rule 6 of the AIM Rules for Companies;

 

'Shares' or 'Ordinary Shares' means the ordinary shares of £0.01 each in the capital of the Company;

 

'SPARK' means SPARK Advisory Partners Limited, a company incorporated and registered in England and Wales with company number 03191370 whose registered office is at 5 St John's Lane, London EC1M 4BH;

 

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland;

 

'UK MAR' means the UK version of the Market Abuse Regulation (EU) No.596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018;

 

'UK Prospectus Regulation' means the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018;

 

'US Person' has the meaning given in Regulation S;

 

'US Securities Act' means the US Securities Act of 1933, as amended;

 

'VCT' means a company which is, for the time being, approved as a venture capital trust as defined by Section 259 of the Income Tax Act 2007; and

 

'VCT Placing Shares' means the new Shares to be issued pursuant to the Placing to VCTs.

 

 

 

 

 

 

 

 

 

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