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Craneware plc (CRW)

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Monday 07 June, 2021

Craneware plc

Proposed Placing

RNS Number : 0854B
Craneware plc
07 June 2021
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF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

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

For immediate release

LEI: 213800O2CTJ1YFXNXG05

7 June 2021

Craneware plc

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

 

Proposed accelerated bookbuild to raise gross proceeds of approximately £140 million ($199 million*) in connection with the acquisition of SDS Holdco, Inc. ("Sentry")

 

Introduction

Craneware (AIM: CRW.L), a market leader in Value Cycle solutions for the US healthcare market, today announces a proposed placing to institutional investors of new ordinary shares of one pence each ("Ordinary Shares") (the "Placing Shares") to raise approximately £140m ($199m*) (before expenses) (the "Placing").

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following release of this Announcement in accordance with the terms and conditions of the Placing set out in the appendix to this announcement (the "Appendix") which forms part of this announcement, such announcement and the Appendix together being this "Announcement". The Placing Price will be determined at the end of the Bookbuild. The Placing Shares are expected to represent approximately 23 per cent. of the Company's current issued share capital.

Certain of the UK based directors and management of the Company (including Keith Neilson (CEO) and Craig Preston (CFO)) intend to participate in the Placing, amounting to proceeds of approximately £0.27 m ($0.38m) in aggregate.

Goldman Sachs International ("Goldman Sachs"), Peel Hunt LLP ("Peel Hunt"), Investec Bank plc ("Investec Bank" and together with Investec Europe Limited (trading as Investec Europe) "Investec") and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are acting as joint bookrunners, (Goldman Sachs, Peel Hunt, Investec and Berenberg together the "Joint Bookrunners", or the "Banks") in connection with the Placing.

The timing for the close of the Bookbuild, the number of Placing Shares, the allocation of the Placing Shares and the Placing Price will be determined by the Joint Bookrunners, in consultation with the Company.   The Placing has been underwritten by the Joint Bookrunners.

The Placing is not conditional upon the completion of the Acquisition and is not subject to approval by the Company's shareholders.

Reasons for the Placing

The Company has entered into a conditional agreement to acquire SDS Holdco, Inc ("Sentry") for an aggregate consideration of $400m on a cash free / debt free basis and with the consideration also subject to adjustment as against a benchmark level of working capital, all as calculated and agreed or determined in accordance with the terms of the Acquisition Agreement (as hereinafter defined) (the "Acquisition"), as announced separately today (the "Acquisition Announcement"). Following completion of the Placing, the Company intends to use the net proceeds of the Placing to part fund the Acquisition.

The Directors believe the Acquisition is both strategically and financially compelling. Further details on the Acquisition, including its strategic and financial rationale, can be found in the Acquisition Announcement. This Announcement should be read in conjunction with the Acquisition Announcement.

Trading Update

The Company is pleased to report continued progress throughout the year with the ongoing Trisus® platform adoption and positive new sales momentum. As such the Board is confident in meeting  market expectations for the year ended 30 June 2021.

* calculated using the Bloomberg daily spot rate on 4 June 2021 for pounds sterling of £1.00 = US$1.42

 

Enquiries:

Craneware plc

Keith Neilson, CEO

Craig Preston, CFO

+44 (0)131 550 3100



Goldman Sachs International

(Financial Adviser, Joint Bookrunner)

Khamran Ali

Nick Harper

Tom Hartley

Tanguy Croguennoc

 

+44 (0)20 7774 1000

Peel Hunt

(NOMAD, Joint Bookrunner and Joint Broker) 

Dan Webster

George Sellar

Andrew Clark

Will Bell

+44 (0)20 7418 8900



Investec Bank

(Joint Bookrunner and Joint Broker)

Patrick Robb

Henry Reast

Sebastian Lawrence

+44 (0)20 7597 5970



Joh. Berenberg, Gossler & Co. KG

( Joint Bookrunner and Joint Broker )

Mark Whitmore

Andrew Bickerton

Alix Mecklenburg-Solodkoff

+44 (0)20 3207 7800



Alma (Financial PR)

Caroline Forde

Hilary Buchanan

Robyn Fisher

Joe Pederzolli

+44 (0)203 405 0205

[email protected]

 

This Announcement is released by Craneware plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as transposed  into the laws of the United Kingdom) (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed  into the laws of the United Kingdom), the person responsible for arranging for the release of this Announcement on behalf of the Company is Craig Preston, Chief Financial Officer.

Details of the Placing

The Joint Bookrunners will commence the Bookbuild immediately following the release of this Announcement in respect of the Placing. The book will open with immediate effect following this Announcement. The timing of the closing of the book and allocations are at the absolute discretion of the Banks in consultation with the Company. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the Bookbuild.  The Placing has been underwritten by the Joint Bookrunners.

The Placing, which is not conditional upon the completion of the Acquisition and is not subject to approval by the Company's shareholders, is subject to the terms and conditions set out in the Appendix.

The Placing Shares, if issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue (including any final dividend for the year to 30 June 2021, which the Board currently expects to announce in September 2021). The Placing will be effected by way of a cash box structure.

The Company acknowledges that it is seeking to issue Placing Shares representing approximately 23 per cent. of its existing issued ordinary share capital on a non pre-emptive basis and has therefore consulted, where possible, with the Company's major institutional shareholders ahead of this Announcement.  The Placing structure has been chosen as it reduces the execution risk in respect of the Acquisition and minimises cost, time to completion and use of management time.

Settlement and dealings

Application has been made to the London Stock Exchange plc (the "LSE" or "London Stock Exchange") for the Placing Shares to be admitted to trading on AIM ("Admission").

Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 10 June   2021. Whilst the Placing is not conditional upon completion of the Acquisition, the Placing is conditional upon, among other things, the Acquisition Agreement not having been terminated prior to Admission and Admission becoming effective. The Placing is also conditional upon the Underwriting Agreement (as defined in the Appendix to this Announcement) between the Company and the Banks not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing.

This announcement, including its Appendix (together, this "Announcement"), should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to the Appendix.

 

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

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 with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.  The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020) (the "Prospectus Regulation"). 

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.  Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and (unless otherwise agreed by Goldman Sachs International ("Goldman Sachs"), Peel Hunt LLP ("Peel Hunt"), Investec Bank plc ("Investec Bank") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg", together with Goldman Sachs, Peel Hunt and Investec, the "Joint Bookrunners" or the "Banks")) is directed only at: (a) persons in Member States of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors");  (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; and (c) otherwise, persons to whom it may otherwise lawfully be communicated, (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons"). This Announcement (including the terms and conditions set out in this Announcement) must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so.  Any investment or investment activity to which this Announcement (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by any of the Joint Bookrunners, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

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

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

Investec Bank is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA. Investec Europe Limited (trading as Investec Europe) ("Investec Europe"), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe are referred to as "Investec"), is regulated in Ireland by the Central Bank of Ireland. Investec is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA, is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Berenberg is not responsible to anyone other than the Company for providing the protections afforded to clients of Berenberg or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

None of the information in this Announcement has been independently verified or approved by any of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates.  Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by any of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of any of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Each of the Joint Bookrunners and their respective partners, directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any of the Joint Bookrunners or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Peel Hunt's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions. 

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. The price and value of securities can go down as well as up and 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 should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest.  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.

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

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

Information to Distributors

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS. 

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; 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 UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and  (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").  Notwithstanding the Target Market Assessment, distributors should note that: the price of the 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, the Joint Bookrunners 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

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

THIS 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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, 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 APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND UNLESS OTHERWISE AGREED BY GOLDMAN SACHS INTERNATIONAL ("GOLDMAN SACHS"), PEEL HUNT LLP ("PEEL HUNT"), INVESTEC BANK PLC ("INVESTEC BANK") AND JOH. BERENBERG, GOSSLER & CO. KG, LONDON BRANCH ("BERENBERG", TOGETHER WITH GOLDMAN SACHS, PEEL HUNT AND INVESTEC, THE "JOINT BOOKRUNNERS" OR THE "BANKS") ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE AND / OR AS TRANSPOSED INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT) ACT 2020 ) (THE "PROSPECTUS REGULATION"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE, ANY SECURITIES IN THE COMPANY. 

THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED: (I) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"); AND (II) INSIDE THE UNITED STATES PURSUANT TO SECTION 4(A)(2) UNDER THE SECURITIES ACT ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("QIBs").

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE 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 RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED, DISAPPROVED OR RECOMMENDED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING, THE OFFERING OF PLACING SHARES OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NEITHER THE COMPANY NOR ANY OF THE JOINT BOOKRUNNERS MAKES ANY REPRESENTATION TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS APPLICABLE TO SUCH PLACEES.  EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE SHARES.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE.  YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING.  IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

By participating in the Placing, Placees will be deemed to have read and understood this Announcement in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Announcement. In particular, each Placee represents, warrants, undertakes, acknowledges and agrees (amongst other things) that:

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

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

(a)  it is a Qualified Investor; and

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

(i)  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State or the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

(ii)  where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State or the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and

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

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

5.  it (and any account referred to in paragraph 3 above) is either (i) outside the United States, and will be outside the United States at the time the Placing Shares are acquired by it, and acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S; or (ii) inside the United States and is a QIB, who has received and has executed or will execute before settlement a US investor letter substantially in the form provided to it .

The Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.  Each Placee hereby agrees with the Joint Bookrunners and the Company 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 any of the Joint Bookrunners confirms to such Placee its allocation of Placing Shares. 

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

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, dissemination, reproduction, or disclosure of this information 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.

Details of the Underwriting Agreement and the Placing Shares

The Company and the Joint Bookrunners have entered into an Underwriting Agreement, under which the Joint Bookrunners have undertaken, on the terms and subject to the conditions set out therein, to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. In accordance with the terms of the Underwriting Agreement, to the extent that Placees are not procured to subscribe for the Placing Shares or any Placee fails to take up its allocation of Placing Shares at the Placing Price, each Joint Bookrunner has agreed to severally acquire 25 per cent. of such number of shares which remain unsubscribed or which have not been taken up and the Company agrees to allot and issue such shares to the Joint Bookrunners accordingly, in each case at the Placing Price and on the terms set out in the Underwriting Agreement.

The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the delivery by Joint Bookrunners of a notice recording the final details of the Placing (the "Terms of Sale") and subject to certain parameters as described in the Underwriting Agreement. The timing of the closing of the book, pricing and allocations are at the discretion of the Joint Bookrunners in consultation with the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The total number of shares to be issued pursuant to the Placing shall not exceed 6,192,652 Ordinary Shares, representing approximately 23% of the Company's existing issued Ordinary Share capital, excluding treasury shares.

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

The Underwriting Agreement is subject to customary conditions and termination rights. The issue of the Placing Shares is to be effected by way of a cash box placing. In accordance with the Underwriting Agreement and a subscription and transfer agreement entered into between the Company, Newco (a Jersey-incorporated subsidiary of the Company) and Peel Hunt, the Company will allot and issue the Placing Shares   on a non-pre-emptive basis to Peel Hunt, as bare nominee for the Placees (pending transfer of legal title to the Placees through CREST) and/or to the Placees themselves, as Peel Hunt shall direct, in consideration for the transfer to the Company by Peel Hunt of certain shares which it holds in Newco.  Accordingly, instead of receiving cash as consideration for the issue of Placing Shares the Company will, conditional on Admission and following the conclusion of the Placing, own all of the issued share capital of Newco, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.

The Placing Shares will trade on AIM under Craneware plc, symbol CRW.L, with ISIN GB00B2425G68.

Lock-up

As part of the Placing, the Company has agreed that it will not issue or sell any Shares for a period of 180 days after Admission without the prior written consent of the Joint Bookrunners. This agreement is subject to certain customary exceptions.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.  It is expected that Admission will take place on or before 08.00 a.m. on 10 June 2021 and that dealings in the Placing Shares will commence at the same time.  

Placing and Bookbuild

The Joint Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by Placees and the Placing Price.  The book will be open with immediate effect. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, agree between them.

Principal terms of the Bookbuild and Placing

1.  Goldman Sachs, Peel Hunt, Investec and Berenberg are acting severally, and not jointly, or jointly and severally, as joint bookrunners and placing agents of the Company in connection with the Bookbuild and the Placing .

2.  The Bookbuild and the Placing shall be conducted by way of accelerated bookbuild to establish the number of Placing Shares to be allocated to Placees and the Placing Price.

3.  Participation in the Placing is only available to persons who are lawfully able to, and have been invited to, participate by the Joint Bookrunners . The Joint Bookrunners and their respective affiliates and/or their agents are entitled, acting for their own account, to participate in the Placing as principal.

4.  The number of Placing Shares to be issued and the Placing Price will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild   but, in any event, the number of Placing Shares will not be more than 6,192,652 Placing Shares . The results of the Bookbuild will be released via a Regulatory Information Service ("RIS") following the completion of the Bookbuild.

5.  Each Placee will be required to pay an amount equal to the Placing Price in respect of each Placing Share issued to it.

6.  The Bookbuild is expected to close no later than 11 p.m. on 7 June 2021 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids received after the Bookbuild has closed.

7.  To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Goldman Sachs, Peel Hunt, Investec or Berenberg.  Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to below. The Joint Bookrunners are arranging the Placing as agents of the Company.

8.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted.  Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners (as agents of the Company), to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.

9.  The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and the Joint Bookrunners reserve the right: (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full; (iii) to allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and/or (iv) to allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.  The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners .

10.  Each Placee's allocation of Placing Shares will be confirmed to Placees orally, or in writing (which may include email), by Goldman Sachs, Peel Hunt, Investec or Berenberg (each as an agent of the Company)   following the close of the Bookbuild and a trade confirmation or contract note has been or will be dispatched thereafter. Goldman Sachs', Peel Hunt's, Investec's or Berenberg's   oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant Joint Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association.  The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made.  All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Underwriting Agreement".  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.

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

12.  Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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.  To the fullest extent permissible by law and the applicable rules of the FCA, none of the Joint Bookrunners nor any of their respective affiliates shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing.  Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Joint Bookrunners   and their respective affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of the Joint Bookrunners nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or the Bookbuild.

Conditions of the Placing

The Joint Bookrunners' obligations under the Underwriting Agreement are conditional on, inter alia:

1.  the Company complying with its obligations under the Underwriting Agreement to the extent that they fall to be performed on or before Admission;

2.  the Terms of Sale having been duly delivered and the Placing Results Announcement having been released to a RIS by no later than 09.00 a.m. on 8 June 2021;

3.  the warranties given by the Company in the Underwriting Agreement being true, accurate and not misleading at any time between the date of the Underwriting Agreement and Admission, by reference to the facts and circumstances subsisting from time to time;

4.  the Acquisition Agreement having been duly executed and delivered by the parties thereto, having been performed to the extent required prior to Admission in accordance with its terms and not being varied (in any material respect), modified (in any material respect), supplemented, rescinded or terminated (in whole or in part);  

5.  the Facility Agreement having been entered into by the parties thereto and not being varied (in any material respect), modified (in any material respect), supplemented, rescinded or terminated (in whole or part);

6.  there having been no breach by the Company or Newco of any of their obligations under the initial subscription and option agreement or the subscription and transfer agreement before Admission; and

7.  Admission occurring no later than 08.00 a.m. on 10 June 2021.

If: (i) any of the conditions contained in the Underwriting Agreement, including those described above, is not fulfilled or (where applicable) waived by the Joint Bookrunners (acting jointly) by the respective time and date (if any) specified (or such later time and/or date (if any) as the Joint Bookrunners may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Underwriting Agreement is terminated by all of the Joint Bookrunners in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations as set out in this Announcement in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. The Joint Bookrunners (acting jointly) may, at their absolute discretion and subject to any conditions they considers appropriate, waive the satisfaction of any condition (other than the occurrence of Admission) by giving notice to the Company.  The Joint Bookrunners (acting jointly) and the Company may agree in writing to extend the period for compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Underwriting Agreement save that the period for satisfaction of the condition relating to Admission shall not be extended beyond the Long Stop Date.  Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Joint Bookrunners, nor the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.  Placees will have no rights against any of the Joint Bookrunners, the Company or any of their respective partners, members, directors or employees under the Underwriting Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate the Underwriting Agreement

Any Joint Bookrunner is entitled to terminate their participation in the Placing by notice to the Company in certain circumstances, including, inter alia, if at any time before Admission:

1.  any of the warranties given by the Company in the Underwriting Agreement being untrue, inaccurate or misleading in any respect when made, or having become untrue, inaccurate or misleading in any respect at any time between the date of the Underwriting Agreement and Admission by reference to the facts and circumstances subsisting from time to time;

2.  in the opinion of the relevant Joint Bookrunner (acting in good faith), a material adverse change having occurred in respect of the Group or the Enlarged Group;

3.  in the opinion of the relevant Joint Bookrunner, either the Company or Newco being in breach of any of its obligations under the Underwriting Agreement, the initial subscription and option agreement or the subscription and transfer agreement; or

4.  a change in market conditions having occurred, including a material deterioration in, or material escalation in the response to, the Covid-19 pandemic or the occurrence of certain force majeure events, which in each case, in the opinion of the  relevant Joint Bookrunner in its absolute discretion, is likely to have an adverse effect on the financial or trading position or the business or prospects of the Group or the Target Group which is material in the context of the Group as a whole or the Target Group as a whole or which renders the Placing and/or the Acquisition and/or Admission impracticable or inadvisable .

If participation in the Placing is terminated by all of the Joint Bookrunners prior to Admission then the Placing will not occur and the Company and the Joint Bookrunners shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Underwriting Agreement, subject to certain exceptions.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances.  By participating in the Placing, Placees agree that the exercise by any of the Joint Bookrunners of any right of termination or other discretion under the Underwriting Agreement shall be within the absolute discretion of the relevant Joint Bookrunner and that the Joint Bookrunners need not make any reference to Placees in this regard and that none of the Joint Bookrunners nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction.  No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement, the announcement of the results of the Placing through a RIS and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a RIS ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph).  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 and/or Publicly Available Information), representation, warranty or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and none of the Joint Bookrunners, nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by any of the Joint Bookrunners, the Company or any of their respective officers, directors, partners, 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 any of the Joint Bookrunners are making any undertaking, representation 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 will, unless otherwise agreed, take place on a delivery versus payment basis within CREST.  Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Goldman Sachs, Peel Hunt, Investec or Berenberg in accordance with the standing CREST settlement instructions which they have in place with the relevant Joint Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00B2425G68) following Admission will take place within the CREST system provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means as they may 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.

It is expected that settlement of the Placing Shares will be on 10 June 2021 unless otherwise notified by the Joint Bookrunners.  Admission is expected to occur by 10 June 2021 or otherwise at such later time as may be agreed between the Company and the Joint Bookrunners, not being later than the Long Stop Date.

Each Placee is deemed to agree that, if it does not comply with these obligations, Goldman Sachs, Peel Hunt, Investec or Berenberg may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Bookrunners' account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (chargeable daily on payments not received from Placees on the date due).  The relevant Placee will, however, remain liable and shall indemnify the relevant Joint Bookrunner 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 the Joint Bookrunners such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which any of the Joint Bookrunners lawfully take in pursuance of such sale.  Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. None of the Joint Bookrunners nor the Company will be liable in any circumstances for the payment of any stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each of the Joint Bookrunners and the Company, that:

1.  it has read and understood this Announcement in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Announcement and undertakes not to redistribute or duplicate this Announcement;

2.  it is relying solely on this Announcement and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing.  It agrees that neither the Company nor any of the Joint Bookrunners, nor any of their respective officers, agents, employees or affiliates will have any liability for any other information, warranty or representation.  It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;

3.  the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and that it is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

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

5.  the exercise by any of, or all of the Joint Bookrunners of any right or discretion under the Underwriting Agreement shall be within the absolute discretion of the Joint Bookrunners and the relevant Joint Bookrunner or the Joint Bookrunners (acting jointly) (as the case may be) 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 any of the Joint Bookrunners or the Company, or any of their respective officers, directors, partners or employees, under the Underwriting Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

6.  these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation.  Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information, representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares.  Each Placee agrees that neither the Company, nor any of the Joint Bookrunners nor any of their respective officers, directors, partners or employees will have any liability for any such other information, representation or warranty, express or implied;

7.  it acknowledges that no person is authorised in connection with the Placing to give any information or warranty or make any representation other than as contained in this document and, if given or made, any information, warranty or representation must not be relied upon as having been authorised by the Joint Bookrunners or the Company;

8.  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Regulation and the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

9.  neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described in this Announcement;

10.  it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers, partners or employees or any person acting on behalf of any of them to provide it with any such information;

11.  none of the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers, partners or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement, the Exchange Information or the Publicly Available Information;

12.  it, and any account for which it is acting, 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; (ii) the Placing Shares are being offered and sold only (a) to persons reasonably believed to be QIBs in transactions exempt from, or not subject to, the registration requirements of the US Securities Act or (b) in an "offshore transaction" within the meaning of and pursuant to Regulation S; and (iii) the Placing Shares may only be reoffered or resold in transactions exempt from the registration requirements of the US Securities Act and no representation has been made as to the availability of any exemption under the US Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

13.  it and any account for which it is acting is  (i) (a) located outside the United States, and will be outside the United States at the time the Placing Shares are acquired by it, and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (b) located inside the United States and is a QIB, who has received and has executed or will execute before settlement a US investor letter substantially in the form provided to it ; and (ii) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the US Securities Act ;

14.  it is not and was 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 and/or purchase Placing Shares was given and it is acquiring the Placing Shares for investment purposes, and is not acquiring 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;

15.  any Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and further agrees that, so long as the Placing Shares are restricted securities, it will segregate such Placing Shares from any other shares in the Company that it holds that are not restricted securities and will not deposit the Placing Shares into any depositary receipt facility maintained by any depositary bank in respect of the Company's Ordinary Shares;

16.  it is not a national or resident of Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares (a "Restricted Territory") or a corporation, partnership or other entity organised under the laws of any Restricted Territory and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in any Restricted Territory or to or for the benefit of any person resident in any Restricted Territory   and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance or any other regulatory or other authority of a Restricted Territory and that the Placing Shares have not been and will not be registered under the securities legislation of any Restricted Territory and are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into a Restricted Territory; 

17.  if it is outside the United Kingdom, neither this document nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

18.  it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

19.  it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;

20.  it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their discretion determine and without liability to such Placee;

21.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any);

22.  its commitment to subscribe for Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other confirmation (as the case may be) 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 Placing;

23.  it is entitled to subscribe for and/or purchase Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and regulations 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 the Joint Bookrunners or any of their respective directors, partners, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

24.  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 to perform its subscription and/or purchase obligations;

25.  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 this 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 the Joint Bookrunners, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;

26.  it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 (a) to (d) of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, partners, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

27.  unless otherwise agreed by the Joint Bookrunners, it is a "qualified investor" (as defined in section 86(7) of FSMA);

28.  unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

29.  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;

30.  any money held in an account with any of the Joint Bookrunners (or their respective nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the relevant rules and regulations of the FCA.  Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules.  As a consequence, this money will not be segregated from the relevant Joint Bookrunner's (or its nominee's) money in accordance with such client money rules and will be used by the relevant Joint Bookrunner in the course of its own business and each Placee will rank only as a general creditor of the relevant Joint Bookrunner;

31.  it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

32.  it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

33.  it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission of the relevant Placing Shares becomes effective;

34.  it appoints irrevocably any officer, employee or representative of any of the Joint Bookrunners 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 any of the Placing Shares agreed to be taken up by it under the Placing;

35.  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;

36.  this Announcement does not constitute a securities recommendation or financial product advice and that none of the Joint Bookrunners nor the Company have considered its particular objectives, financial situation and needs;

37.  it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

38.  it will indemnify and hold the Company, each of the Joint Bookrunners and each of their and their respective affiliates' agents, directors, officers and employees, harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee in this Announcement and further agrees that the Company and each of the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings in this Announcement and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners and the Company.  All confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee, pursuant to this Announcement are given to each of the Joint Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Admission;

39.  time shall be of the essence as regards obligations pursuant to this Announcement;

40.  it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or any of the Joint Bookrunners to provide any legal, financial, tax or other advice to it;

41.  all dates and times in this Announcement may be subject to amendment and that the Joint Bookrunners shall notify it of any such amendments;

42.  (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and 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 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the applicable law or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US 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 the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners 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 the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in their absolute discretion;

43.  that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);

44.  that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

45.  that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or any of the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

46.  that any documents sent to Placees will be sent at the Placees' risk;

47.  none of the Joint Bookrunners owes fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Underwriting Agreement;

48.  the Joint Bookrunners and the Company are entitled to exercise any of their rights under the Underwriting Agreement or any other right in their absolute discretion without any liability whatsoever to the Placees;

49.  any of the Placee's clients, whether or not identified to the Joint Bookrunners, will remain its sole responsibility and will not become clients of the Joint Bookrunners for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

50.  any of the Joint Bookrunners 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;

51.  no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares; and

52.  if it has received any inside information (as defined in MAR) about 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.

The Company, the Joint Bookrunners   and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to each of the Joint Bookrunners for itself and on behalf of the Company and are irrevocable.

The rights and remedies of the Joint Bookrunners and the Company under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.

The agreement to settle a Placee's subscription and/or purchase (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 neither the Company nor any of the Joint Bookrunners 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 and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners have 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 the Joint Bookrunners 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 or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.

This Announcement has been issued by, and is the sole responsibility, of the Company.  No representation or warranty, expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

DEFINITIONS

In this Announcement:

"Acquisition" means the acquisition of Target by the Group pursuant to the terms of the Acquisition Agreement;

"Acquisition Agreement" means the conditional agreement dated 7 June 2021 among the Target, the Company, Craneware Holdings US, Inc and Sentry Data System Holdings, LLC in respect of the Acquisition;

"Act" means the Companies Act 2006, as amended from time to time;

"Admission" means the admission of the Placing Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules;

"AIM" means AIM, a market of the London Stock Exchange;

"AIM Rules" means the rules for companies and accompanying guidance notes published by the London Stock Exchange governing, inter alia, admission to and the operation of AIM, as amended and reissued from time to time;

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

"Appendix" means the appendix to this Announcement;

"Application" means the application by or on behalf of the Company for Admission in accordance with rule 5 of the AIM Rules;

"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London Branch (a German form of limited partnership), established under the laws of the Federal Republic of Germany registered with the Commercial Register at the Local Court of the City of Hamburg under registration number HRA 42659 with its registered office at Neuer Jungfernstieg 20, 20354 Hamburg, Germany acting through its London Branch at 60 Threadneedle Street, London, England, EC2R 8HP;

"Board" means the board of directors of the Company, or a duly authorised committee of it;

"Bookbuild" means the accelerated bookbuild process in relation to the Placing, on the terms described in the Underwriting Agreement and the other Placing documents, which will establish the number of Placing Shares to be issued and allotted pursuant to the Placing and the Placing Price;

"Business Day" means any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday;

"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time;

"Directors" means the directors of the Company for the time being;

"Enlarged Group" means the Group as enlarged by completion of the Acquisition and Enlarged Group Company means any member of the Enlarged Group;

"Facility Agreement" means the term and revolving facilities agreement entered into between the Company (as borrower), Silicon Valley Bank (as mandated lead arranger), Silicon Valley Bank (as agent) and Silicon Valley Bank (as security trustee);

 "FCA" means the Financial Conduct Authority of the United Kingdom;

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"Goldman Sachs" means Goldman Sachs International, an unlimited company having a share capital, registered in England under registration number 02263951, whose registered office is at Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom;

 "Group" means the Company and all its subsidiary undertakings, and "Group Company" means any of them;

"Investec" means Investec Bank and Investec Europe;

"Investec Bank" means Investec Bank plc, registered in England and Wales with number 00489604, whose registered office is at 30 Gresham Street, London EC2V 7QP;

"Investec Europe" means Investec Europe Limited (trading as Investec Europe), registered in Ireland with number 222173 whose registered office is The Harcourt Building, Harcourt Street, Dublin 2, D02 F721, acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA;

"Joint Bookrunners" means, together, Goldman Sachs, Peel Hunt, Investec and Berenberg;

"London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 08.00 a.m. on 24 June 2021;

"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing regulations relating to that Regulation as amended and transposed into the laws of the  United Kingdom  pursuant to the  European Union  (Withdrawal) Act 2018 and the  European Union  (Withdrawal Agreement) Act 2020 ;

"Newco" means Project Roger Funding Limited, a Jersey incorporated subsidiary of the Company (registered number 135425) and whose registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX;

"Peel Hunt" means Peel Hunt LLP, registered in England and Wales with number OC357088, whose registered office is at 7th Floor 100 Liverpool Street, London, England, EC2M 2AT

"Placee" means any person who agrees to subscribe for the Placing Shares pursuant to the Placing;

"Placing" means the placing of the Placing Shares by the Joint Bookrunners, on behalf of the Company, with Placees pursuant to the Underwriting Agreement;

"Placing Price" means the price per Ordinary Share at which the Placing Shares are to be placed;

"Placing Results Announcement" means the announcement of the results of the Bookbuild via a Regulatory Information Service;

"Placing Shares" means up to 6,192,652 new Shares to be allotted and issued by the Company pursuant to the Placing;

"Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and supplemented from time to time and / or as transposed into the laws of the  United Kingdom  pursuant to the  European Union  (Withdrawal) Act 2018 and the  European Union  (Withdrawal Agreement) Act 2020 );

"QIB" means "qualified institutional buyer" as defined in Rule 144A under the US Securities Act

"Regulation S" means Regulation S under the US Securities Act

"RIS" means a Regulatory Information Service that is on the list of approved Regulatory Information Services maintained by the FCA;

"Shares" means the ordinary shares of £0.01 each in the capital of the Company;

"Target" means SDS Holdco, Inc.;

"Target Group" means the Target and all its subsidiary undertakings;

"Terms of Sale" means the terms of sale to be entered into by the Company and the Joint Bookrunners pursuant to the Placing confirming, inter alia, the number of Placing Shares to be issued pursuant to the Placing;

"Underwriting Agreement" means the underwriting agreement dated 7 June 2021 between the Company and the Joint Bookrunners in respect of the Placing;

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

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and

"US Securities Act" means the US Securities Act of 1933, as amended.

 

 

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