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Duke Royalty Limited (DUKE)

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Tuesday 10 May, 2022

Duke Royalty Limited

Placing to raise a minimum of £15 million

RNS Number : 9992K
Duke Royalty Limited
10 May 2022
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR") AS THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

10 May 2022

 

Duke Royalty Limited

 

("Duke Royalty", "Duke" or the "Company")

Placing to raise a minimum of £15 million

PrimaryBid Offer to raise up to £1.5 million

at a price of 35 pence per share

and

Notice of Extraordinary General Meeting

Duke Royalty Limited (AIM: DUKE), a provider of long term alternative capital solutions to a diversified range of private, owner-managed SME businesses in Europe and abroad , is pleased to announce a proposed Placing by way of an accelerated bookbuild to raise a minimum of £15 million (before expenses) via a conditional placing of new Ordinary Shares ("Placing Shares") at the issue price of 35 pence per share ("Issue Price") to new and existing institutional investors (the "Placing") for further capital deployments into the Company's existing Royalty Partners deploying a buy and build acquisition strategy, and new opportunities .

Furthermore, the Company is seeking to raise up to an additional £1.5 million via PrimaryBid (the "PrimaryBid Offer" and together with the Placing, the "Fundraise") in order to provide other investors who may not have taken part in the Placing, with an opportunity to participate in the Fundraising.

Cenkos Securities plc and Canaccord Genuity Limited are acting as Joint Bookrunners in relation to the Placing.

Transaction Highlights

· The Company is conducting a conditional Placing to raise a minimum of £15 million via the Placing of the Placing Shares at the Issue Price.

· The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in the Appendix to this Announcement.

· Proposing to raise up to a further £1.5 million via the PrimaryBid Offer, which shall remain open until 10 May 2022.

· The net proceeds from the Fundraising are intended to be used to invest further capital into existing Royalty Partners deploying a buy and build acquisition strategy, and new opportunities.

· Completion of the Fundraising is conditional, inter alia, upon Shareholder approval at the Extraordinary General Meeting to be held on or around 26 May 2022.

· The Issue Price represents a discount of approximately 9.7 per cent. to the closing mid-market price on 9 May 2022, being the latest practicable date before this Announcement.

· The Joint Bookrunners reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand.

 

A circular, containing further details of the Fundraising and notice of the Extraordinary General Meeting to be held at 11.00 a.m. on 26 May 2022 to, inter alia, approve the resolution required to implement the Fundraising, is expected to be published and despatched to Shareholders on 11 May 2022 (the "Circular").  Following its publication, the Circular will be available on the Group's website at https://www.dukeroyalty.com/investors

 

Neil Johnson, CEO of Duke Royalty, said:

 

"Over recent months, we have been focused on executing on the exciting growth opportunities presented by our existing Royalty Partners who continue to benefit from the flexible capital solution that we offer.  The Fundraising means that we can facilitate several of our Royalty Partners in pursuing their buy and build acquisition strategies , while also looking to build our new royalty partners within our pipeline.

 

"As we reported in our Q4 trading update, normalised cash revenue for Q1 FY2023 is expected to be £5.0 million, a significant increase year-on-year, and the board remains confident that trading results for the full year ending 31 March 2022 will be in line with market guidance. T his fundraise is intended to fuel further growth and diversification, therefore with this in mind, we are delighted to invite other investors to participate alongside institutions through the PrimaryBid Offer."

 

 

For further information, please visit www.dukeroyalty.com or contact:

 

Duke Royalty Limited

Neil Johnson / Charlie Cannon Brookes / Hugo Evans

 

 

+44 (0) 1481 730 613

Cenkos Securities plc 

(Nominated Adviser

and Joint Broker)

Stephen Keys / Callum Davidson / Dan Hodkinson / Julian Morse / Michael Johnson

 

+44 (0) 207 397 8900

 




Canaccord Genuity

(Joint Broker)

 

Adam James / Sam Lucas / Georgina McCooke

+44 (0) 207 523 8000

SEC Newgate (PR)

Elisabeth Cowell

+ +44 (0) 20 3757 6880 [email protected]

 

About Duke Royalty

 

Duke Royalty Limited provides alternative capital solutions to a diversified range of profitable and long-established businesses in Europe and abroad. Duke Royalty's experienced team provide financing solutions to private companies that are in need of capital but whose owners wish to maintain equity control of their business. Duke Royalty's royalty investments are intended to provide robust, stable, long term returns to its shareholders. Duke Royalty is listed on the AIM market under the ticker DUKE and is headquartered in Guernsey.

 

 

Expected Timetable of Principal Events

 

2022

Announcement of the Placing and PrimaryBid Offer

 

10 May

 

Announcement of the result of the Placing

11 May

PrimaryBid Offer closes

 

9.00 p.m. on 10 May

 

Announcement of the results of the PrimaryBid Offer

 

11 May

 

Despatch of the Circular to Shareholders

 

11 May

 

Latest time and date for receipt of proxy voting instructions

 

11.00 a.m. on 24 May

 

Extraordinary General Meeting

 

11.00 a.m. on 26 May

 

Results of the Extraordinary General Meeting announced

 

26 May

 

Admission and dealings in the New Ordinary Shares expected to
commence on AIM

 

8.00 a.m. on 27 May

 

Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form

 

27 May

 

 

Where applicable, expected date for despatch of definitive share
certificates for New Ordinary Shares in certificated form

 

within 14 days of Admission

 

Notes:

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

The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Members. Members may not receive any further written communication.

Background to and reasons for the Fundraising

Duke is a provider of long term alternative capital solutions to a diversified range of private, owner-managed SME businesses in Europe and abroad. Since inception, the Company has grown its current portfolio to 13 Royalty Partners, providing exposure to 48 operating companies across a multitude of sectors. The Company's model is based on capital preservation through long term participating loans to SMEs coupled with minority equity participations, and seeks to offer attractive yields to Shareholders through revenue from monthly cash distributions.

The Directors believe that Duke's track record over the past five years has proven itself as a leader of corporate royalty finance in the UK and Europe and, importantly, evidenced the utility that its long-term alternative financing model brings to SMEs. The Covid-19 pandemic has demonstrated the downside protection offered by Duke's flexible model and its ability to preserve capital during a crisis. Through a combination of previously announced equitization, forbearance and investment activity from Duke, portfolio companies received tailored support through difficult trading conditions.

Since the Covid-19 pandemic, the Company's portfolio has delivered six quarters of growth based on aggregate cash revenues payable to the Company by its Royalty Partners, comprised of monthly cash distributions as well as gains on the sale of equity assets plus buyout premiums.  As reported in its fourth quarter trading update to 31 March 2022, Duke saw record quarterly cash receipts of £6.7 million , representing a 37% increase over the previous record quarterly amount. On a normalised basis, which excludes buyout premiums and gains from the sale of equity stakes, the portfolio generated £4.7 million.

The Directors consider that Duke's portfolio is very well positioned as it enters FY23 and, based on current trading, the Company expects Q1 FY23 normalised cash revenue to increase to 5.0 million. The Group has increased the quantum of annual deployments made to Royalty Partners from £20m in FY20 to £75m in FY22. During the same period, Duke has seen its average portfolio cash yield1 increase from 12.2% to 12.9% currently, which recovered from a temporary reduction in yield to 9.4% during FY21 following the pandemic. Across the portfolio, Duke is currently receiving 96% of its contracted cash revenues being made by Royalty Partners and the portfolio's overall debt service coverage ratio has increased from 1.7x in FY20 to 2.2x currently.2

1 Represents current monthly contracted cash distributions from all Royalty Partners as a percentage of Duke's investments into those partners

2 Represents Royalty Partners' monthly EBITDA divided by their monthly royalty payments due to Duke

Duke continues to pay dividends to Shareholders, and Q4 saw a second consecutive quarterly dividend rise, increasing 17% from 0.60 pence to 0.70 pence per quarter. Duke remains committed to continuing to grow quarterly dividends, which have historically yielded between 5% and 7%. The Board is confident that the trading results for the full year ending 31 March 2022 will be in-line with market guidance and it expects to announce the Company's audited results in September 2022.

Whilst the current economic environment presents challenges through supply chain disruption, rising inflation and the war in Ukraine, the Board believes that the Company will continue to demonstrate resilience in difficult market conditions and does not expect a material disruption to the performance of its portfolio as a result of these pressures. During 2021, the Company's Royalty Partners have worked to mitigate the impact from price increases and stock interruptions. Whilst the war in Ukraine is having an indirect inflationary impact on certain cost of goods, it has no direct trading impact on any of Duke's Royalty Partners. The nature of Duke's annual yield adjustments, which are linked to underlying companies' revenue performance, also ensures a degree of protection from inflation increases, as the adjustments are derived from the movement in audited top line revenue of the underlying Royalty Partners.

Having proven the resilience of its investment thesis, the Company is now focused on increasing the scale of its portfolio and accelerating its first mover advantage in the UK and European Royalty Financing sector. The success of existing Royalty Partners has engendered significant opportunities for follow-on investments alongside new opportunities identified within Duke's pipeline. The Company's flexible model continues to be attractive to SMEs operating 'buy and build' acquisition strategies employed by many of its Royalty Partners, as evidenced through the numerous follow-on investments announced by the Company over the past few quarters. In addition, the Company is currently evaluating 26 new investment opportunities in its pipeline which could require an estimated £250m of investment but will continue to be selective in adding new royalty partners.

Use of proceeds of the Fundraising

Duke is seeking to conditionally raise a minimum of £15 million (before expenses) through the Placing via an accelerated bookbuild process, which remains conditional on the passing of the Extraordinary Resolution and Admission. The Group is also seeking to raise up to an additional £1.5 million (gross) through the PrimaryBid Offer. The Joint Bookrunners reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand.

The net proceeds from the Fundraising are intended to be used to invest further capital into existing Royalty Partners deploying a buy and build acquisition strategy, and new opportunities.

The Directors believe that as the portfolio expands and delivers increased cash receipts from Royalty Partners, the Company's stable and relatively fixed cost base, will significantly increase free cash flow generation due to the Company's high level of operating leverage. The Company's core operating costs3 as a percentage of normalised cash revenues have decreased from 27% in Q2 FY21 to 13% in Q4 FY22. Furthermore, the Directors believe that there is significant additional value to be generated for Shareholders from potential buyout premiums inherent within Duke's current portfolio, which is not currently reflected in the Company's audited net asset value, as well as potential upside from the realisation of minority equity stakes as Duke's Royalty Partners ultimately exit their investments.

3 Core operating costs refers to cash operating expenses less variable performance awards

Details of the Placing

The Company is seeking to raise a minimum of £15 million (before expenses) through the placing of a minimum of 42,857,143 Placing Shares via an accelerated bookbuild i n accordance with the terms and conditions set out in the Appendix to this Announcement. The timing of the closing of the bookbuild and the final number and allocation of Placing Shares will be determined at the discretion of the Group and the Joint Bookrunners. The Joint Bookrunners reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand. A further announcement will be made following closing of the accelerated bookbuild, confirming the final details.

The Issue Price of 35 pence per Placing Share represents a discount of 9.7 per cent. to the closing middle market price of 38.8 pence on 9 May 2022, being the last day prior to the announcement of the Placing. The Placing is conditional inter alia on the passing of the Extraordinary Resolution at the Extraordinary General Meeting and also on Admission occurring no later than 8.00 a.m. on 27 May 2022 (or such later date as the Company, Cenkos and Canaccord may agree, being no later than 10 June 2022).

Placing Agreement

Pursuant to the Placing Agreement, the Joint Bookrunners have agreed to use their reasonable endeavours as agents of the Company to procure subscribers for the Placing Shares. The Placing Agreement provides, inter alia, for payment by the Company to the Joint Bookrunners of commissions based on certain percentages of the product of the number of Placing Shares placed by them multiplied by the Issue Price. The Company will bear all other expenses of and incidental to the Placing.

The Placing Agreement contains certain warranties and indemnities from the Company in favour of the Joint Bookrunners and the obligations of the Joint Bookrunners under the Placing Agreement in connection with the Placing are conditional, inter alia, upon:

(a) the Extraordinary Resolution having been passed by the requisite majority of Shareholders at the Extraordinary General Meeting;

(b) the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(c) Admission becoming effective not later than 8.00 a.m. on 27 May 2022 or such later time and/or date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 10 June 2022.

The Joint Bookrunners may terminate the Placing Agreement in certain circumstances, if, inter alia, the Company has failed to comply with any of its obligations under the Placing Agreement; if there is a material adverse change in the financial or trading position or prospects of the Company or the Group; or if there is a change in financial, political, economic or stock market conditions, which in their reasonable opinion (acting in good faith) is or would be materially prejudicial to the successful outcome of the Placing.

Directors' participation

Certain Directors and their related parties intend to subscribe for, in aggregate, 1,500,000 Placing Shares in the Placing. A further announcement will be made in due course regarding their respective participations.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the Appendix below.

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

 Details of the PrimaryBid Offer

The Company is seeking to raise up to £1.5 million (before expenses) through the issue of up to 4,285,715 PrimaryBid Shares at the Issue Price. The PrimaryBid Offer, will allow investors to participate in the Fundraising by subscribing via PrimaryBid.com

 

The PrimaryBid Offer remains conditional on the Placing being or becoming wholly unconditional. 

 

The New Ordinary Shares issued pursuant to the  PrimaryBid  Offer will be free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu, in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

 

The PrimaryBid Offer is not underwritten. The PrimaryBid Offer will close at 9.00 p.m. on 10 May 2022 although may close early if it is oversubscribed.

 

The Company is relying on an available exemption against the need to publish a prospectus approved by the FCA.

 

A further announcement will be made shortly by the Company regarding further details of the PrimaryBid Offer and how investors may participate. 

Investors should make their own investigations into the merits of an investment in the Company.

It should be noted that a subscription for PrimaryBid Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for PrimaryBid Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid if they are in any doubt.

Settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that subject to the passing of the Extraordinary Resolution, Admission will become effective at 8.00 a.m. on 27 May 2022.

Extraordinary General Meeting

The Extraordinary General Meeting of the Company is to be held at 11.00 a.m. on 26 May 2022 at the Company's registered office, Trafalgar Court, 4th Floor, West Wing, Admiral Park, St Peter Port, Guernsey GY1 2JA.

Under Article 4.7 of the Articles, the Company may, by Extraordinary Resolution, disapply the rights of pre-emption for the issue of equity securities. An Extraordinary Resolution is passed where no less than 75 per cent. of those present and entitled to vote, or voting by proxy, in a general meeting vote in favour for it to be passed.

 

DEFINITIONS

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

Admission

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

 

AIM

AIM, a market operated by the London Stock Exchange

 

AIM Rules

the AIM Rules for Companies as amended from time to time

 

Articles

the current articles of incorporation of the Company

 

Canaccord

Canaccord Genuity Limited, the Company's joint broker and joint bookrunner in relation to the Placing (company number: 01774003), whose registered office is at 88 Wood Street, London, EC2V 7QR

Cenkos

Cenkos Securities plc, the Company's Nominated Adviser, joint broker and joint bookrunner in relation to the Placing (company number: 05210733), whose registered office is at 6 7 8 Tokenhouse Yard, London, EC2R 7AS

certificated form or in certificated form

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

 

Companies Law

The Companies (Guernsey) Law 2008

 

Company or Duke

Duke Royalty Limited

 

CREST

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

 

CREST Regulations

the Uncertificated Securities (Guernsey) Regulations 2009

 

Directors or Board

the members of the board of the Company from time to time

 

Enlarged Share Capital

the issued Ordinary Shares immediately following Admission

 

Euroclear

Euroclear UK & International Limited, the operator of CREST

 

Existing Ordinary Shares

the 358,803,360 ordinary shares of no par value in the capital of the Company on the Last Practicable Date

 

Extraordinary General Meeting, EGM or Meeting

the extraordinary general meeting of the Company (or any adjournment thereof) to be held in connection with the Fundraising on 26 May 2022, notice of which will  be set out in the appendix to the Circular

 

Extraordinary Resolution

an extraordinary resolution of the Company to be proposed at the Extraordinary General Meeting to disapply pre-emption rights in connection with the issue of the New Ordinary Shares

 

FCA

the UK Financial Conduct Authority

 

FSMA

the Financial Services and Markets Act 2000 (as amended)

 

Fundraising

Group

the Placing and the PrimaryBid Offer

the Company and its Subsidiaries

 

Issue Price

35 pence per New Ordinary Share

 

Joint Bookrunners

Cenkos and Canaccord

 

London Stock Exchange

London Stock Exchange plc

 

Money Laundering Regulations

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, together with its Guernsey equivalent, the Handbook on Countering Financial Crime and Terrorist Financing, 2018

 

New Ordinary Shares

the Ordinary Shares to be issued pursuant to the Fundraising

 

Notice of EGM or Notice of Extraordinary General Meeting

 

the notice of EGM to be set out in the appendix to the Circular

Ordinary Shares

ordinary shares of no par value in the capital of the Company

 

Placing

the conditional placing of the Placing Shares by the Joint Bookrunners, as agents on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this Announcement

 

Placing Agreement

 

the conditional agreement dated 10 May 2022 and made between Cenkos, Canaccord and the Company in relation to the Placing, further details of which are set out in this Announcement

 

Placing Shares

a minimum of 42,857,143 new Ordinary Shares to be placed with institutional and certain other investors at the Issue Price pursuant to the Placing

 

PrimaryBid Offer

the offer of New Ordinary Shares at the Issue Price to be made to investors through the PrimaryBid platform

 

PrimaryBid Shares

up to 4,285,715 new Ordinary Shares to be offered pursuant to the PrimaryBid Offer

 

Prospectus Regulation

Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law pursuant to The European Union (Withdrawal) Act 2018 (EUWA) (as amended by the European Union (Withdrawal Agreement) Act 2020)

Prospectus Rules

the prospectus rules made by the FCA pursuant to section 73A of the FSMA

 

Registrars

Computershare Investor Services (Guernsey) Limited

 

Regulatory Information Service

has the meaning given in the AIM Rules for Companies

 

Royalty Partners

any of the Company's portfolio companies into which it has provided financing

 

Shareholders or Members

holders of Ordinary Shares

 

uncertificated or in uncertificated form

an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

 

IMPORTANT NOTICE

This Announcement, including the Appendix and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia (save to professional investors and sophisticated investors), Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The Placing Shares referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, expect pursuant to an applicable exemption from registration. No public offering of Placing Shares is being made in the United States.

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company or the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

This Announcement is directed  only at:  (a) persons in member states of the European Economic area who are "qualified investors", as defined in article 2 (e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc." in Article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended ("FSMA") or (c) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, investors represent and agree that they are a Relevant Person.

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

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

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by the Joint Bookrunners or any other 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 or offering document 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.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast 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 Group.

Cenkos and Canaccord, each of which are authorised and regulated in the United Kingdom by the FCA, are acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos and Canaccord or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

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

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

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

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.

Notice to distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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, Cenkos and Canaccord are only procuring investors in the United Kingdom which 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary 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; and (c) local implementing measures (together, the "EU Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). 

Notwithstanding the EU 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 EU 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 EU Target Market, Assessment, Cenkos and Canaccord are only procuring investors in the European Union who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability of 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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"), AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.

THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.

(a)  Introduction

These terms and conditions apply to persons making an offer to acquire Placing Shares under the Placing, unless otherwise specifically agreed. Each person to whom these conditions apply, as described above, who confirms his agreement to any of the Joint Bookrunners (whether orally or in writing) to acquire Placing Shares under the Placing (an "Investor") hereby agrees with the Joint Bookrunners and the Company to be bound by the contract note issued by the relevant Joint Bookrunner to such Investor and these terms and conditions, unless otherwise specifically agreed, being the terms and conditions upon which Placing Shares will be sold under the Placing. An Investor shall, without limitation, become so bound when a Joint Bookrunner confirms to such Investor its allocation of Placing Shares under the Placing.

Upon being notified of its allocation of Placing Shares in the Placing, an Investor shall be contractually committed to acquire the number of Placing Shares allocated to them at the Issue 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. Dealing may not begin before any notification is made.

The Joint Bookrunners reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand. 

(b)  Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 27 May 2022 .

(c)  Bookbuilding Process

Commencing today, the Joint Bookrunners will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares. 

(d)  Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing at the Issue Price.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 11 May 2022, but may be closed at such earlier or later time as the Joint Bookrunners may, in their absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price.

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at either Cenkos or Canaccord. Each bid should state the number of Placing Shares that the prospective Placee wishes to subscribe for at the Issue Price. If successful, the relevant Joint Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. A Joint Bookrunner's confirmation (either oral or written) of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Joint Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by the relevant Joint Bookrunner to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Joint Bookrunners.

Each Placee's obligations will be owed to the Company and to the relevant Joint Bookrunner. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Bookrunner, as agent 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 Issue Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, none of the Joint Bookrunners, any subsidiary of the Joint Bookrunners, any branch, affiliate or associated undertaking of the Joint Bookrunners or any such subsidiary, nor any of their respective directors, officers, employees, agents or advisers (each a "Bookrunner Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, any Bookrunner Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners may determine.

All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

(e)  Conditions of the Placing

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

The obligations of the Joint Bookrunners under the Placing Agreement are conditional, among other things, upon:

(i)    the release of this Announcement;

(ii)    the Admission of the Placing Shares occurring not later than 27 May 2022 or such later time and/or date as the Joint Bookrunners and the Company may agree (but in any event not later than 10 June 2022 ) ;

(iii)  the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at Admission; and

 (v)  the Company having complied with its obligations under the Placing Agreement to the extent they fall to be performed prior to Admission.

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.

Neither of the Joint Bookrunners, any Bookrunner Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Company Affiliate") 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally. 

By participating in the Placing, each Placee agrees that the Joint Bookrunner's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

(f)  Right to terminate under the Placing Agreement

Each Joint Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, where any warranty was, when given, untrue, inaccurate or misleading, or where any warranty is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the relevant time, where the Company has failed to comply with certain of its obligations under the Placing Agreement, or upon the occurrence of a force majeure event or a material adverse change in the financial or trading position or prospects of any member of the Group.

By participating in the Placing, each Placee agrees with its respective Joint Bookrunner that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, the Joint Bookrunners, any Bookrunner Affiliate nor any Company Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

(g)  No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.

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 to the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Bookrunner Affiliate, any persons acting on its or their behalf or the Company or any Company Affiliate and neither the Joint Bookrunners, any Bookrunner Affiliate, nor any persons acting on their behalf, the Company, any Company Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with its respective Joint Bookrunner, for itself and as agent for the Company that (except for, in relation to the Company, the information contained in this Announcement) it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

(h)  Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means as they may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

Trade Date

24 May 2022

Settlement Date

27 May 2022

ISIN Code

GG00BYZSSY63

SEDOL

BYZSSY6

Deadline for input instruction into CREST

24 May 2022

 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Placees should settle against the CREST ID provided to them by either Cenkos or Canaccord. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Cenkos or Canaccord, as applicable.

It is expected that settlement will take place on the settlement date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Joint Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of HSBC Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Bookrunner's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, none of the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

(i)  Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on 27 May 2022 (or such later time and/or date as the Company and the Joint Bookrunners may agree) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) the confirmation mentioned under paragraph (a) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Issue Price. The number of Placing Shares acquired by such Investor under the Placing shall be in accordance with the arrangements described above.

(j)  Payment for Placing Shares

Each Investor undertakes to pay the Issue Price for the Placing Shares acquired by such Investor in such manner as shall be directed by the relevant Joint Bookrunner. In the event of any failure by an Investor to pay as so directed, the relevant Investor shall be deemed hereby to have appointed the relevant Joint Bookrunner or its nominee to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment has not been made as so directed and to have agreed to indemnify on demand that relevant Joint Bookrunner in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

(k)  Representations and warranties

By receiving this Announcement, each Investor and, to the extent applicable, any person confirming his agreement to acquire Placing Shares on behalf of an Investor or authorising any of the Joint Bookrunners to notify an Investor's name to the Registrars, is deemed to acknowledge, agree, undertake, represent and warrant to each Joint Bookrunner, the Registrars and the Company that:

(i)    the Investor has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Investor agrees that these terms and conditions and the contract note issued by either Cenkos or Canaccord to such Investor represent the whole and only agreement between the Investor, the relevant Joint Bookrunner and the Company in relation to the Investor's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Investor agrees that none of the Company, the Joint Bookrunners nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(ii)    the content of this Announcement is exclusively the responsibility of the Company and the Directors and that neither the Joint Bookrunners, nor any person affiliated with the Joint Bookrunners or acting on their behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

(iii)    the Investor has not relied on the Joint Bookrunners or any person affiliated with the Joint Bookrunners in connection with any investigation of the accuracy of any information contained in this Announcement or its investment decision;

(iv)    in agreeing to acquire Placing Shares under the Placing, the Investor is relying on this Announcement and not on any draft hereof or other information or representation concerning the Group, the Placing or the Placing Shares. Such Investor agrees that neither the Company nor the Joint Bookrunners nor their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(v)    none of the Joint Bookrunners are making any recommendations to Investors or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Placing, and each Investor acknowledges that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and that the Joint Bookrunners are acting for the Company and no one else, and the Joint Bookrunners will not be responsible to anyone else for the protections afforded to its clients, and that the Joint Bookrunners will not be responsible for anyone other than the Company for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangements or other matters referred to herein, and the Joint Bookrunners will not be responsible for anyone other than the relevant parties to the Placing Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of the Joint Bookrunner's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

(vi)    save in the event of fraud on its part (and to the extent permitted by the rules of the Financial Conduct Authority), neither the Joint Bookrunners nor their respective directors or employees shall be liable to an Investor for any matter arising out of the role of the Joint Bookrunners as the Company's brokers (and in the case of Cenkos, as nominated adviser to the Company pursuant to the AIM Rules) or otherwise, and that where any such liability nevertheless arises as a matter of law each Investor will immediately waive any claim against the Joint Bookrunners and their respective directors and employees which an Investor may have in respect thereof;

(vii)    the Investor has complied with all applicable laws and such Investor will not infringe any applicable law as a result of such Investor's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Investor's rights and obligations under the Investor's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;

(viii)    all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Investor lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Investor's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate: (a) its constitutional documents; or (b) any agreement to which the Investor is a party or which is binding on the Investor or its assets;

(ix)    it understands that no action has been or will be taken in any jurisdiction by the Company, the Joint Bookrunners or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required; and that, if the Investor is in a relevant EEA member state, it is: (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legal entity which has two or more of: (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43,000,000; and (c) an annual net turnover of more than €50,000,000, in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation or other applicable laws; or (iv) in the case of any Placing Shares acquired by an Investor as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, either:

(A)    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 placing or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Rules, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the placing or resale; or

(B)    where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the placing of those Placing Shares to it is not treated under the Prospectus Rules as having been made to such persons;

(x)    to the fullest extent permitted by law, the Investor acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;

(xi)    the Placing Shares have not been and will not be registered under the Securities Act or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa or where to do so may contravene local securities laws or regulations;

(xii)    the Investor is, and at the time the Placing Shares are acquired, will be located outside the United States and eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S;

(xiii)    if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(xiv)    the Company, the Registrars or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Investor, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;

(xv)    the Investor invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;

(xvi)    the Investor has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Investor deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Investor has concluded that an investment in the Placing Shares is suitable for it or, where the Investor is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

(xvii)    the Investor or, where the Investor is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

(xviii)    there may be adverse consequences to the Investor under tax laws in other jurisdictions resulting from an investment in the Placing Shares and the Investor has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;

(xix)    the Investor is not a resident of Australia (other than in the case of professional investors and sophisticated investors resident in Australia), Canada, Japan or the Republic of South Africa and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions;

(xx)    the Investor is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

(xxi)    in the case of a person who confirms to any of the Joint Bookrunners on behalf of an Investor an agreement to acquire Placing Shares under the Placing and/or who authorises any of the  Joint Bookrunners to notify such Investor's name to the Registrars, that person represents that he has authority to do so on behalf of the Investor;

(xxii)    the Investor has complied with its obligations in connection with money laundering and terrorist financing under the Money Laundering Regulations 2017 and any other applicable law, regulations or guidance concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that: (i) satisfactory evidence has been obtained and recorded by it to verify the identity of the third party; and (ii) arrangements have been entered into with the third party to obtain from the third party copies of any identification and verification data immediately on request as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Investor's allocation may be retained at the Joint Bookrunners' discretion;

(xxiii)    the Investor agrees that, due to anti-money laundering and the countering of terrorist financing requirements, any of the Joint Bookrunners and/or the Company may require proof of identity of the Investor and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Investor to produce any information required for verification purposes, any of the Joint Bookrunners and/or the Company may refuse to accept the application and the moneys relating thereto. The Investor holds harmless and will indemnify the Joint Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(xxiv)    the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);

(xxv)    the Investor has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Investor in relation to the Placing in, from or otherwise involving the UK;

(xxvi)    if the Investor is in the UK, the Investor is a person: (i) who has professional experience in matters relating to investments falling within article 19(5) of the FPO; or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the FPO or (ill) is a person to whom this announcement may otherwise be lawfully communicated, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the Financial Conduct Authority Conduct of Business Rules;

(xxvii)    if the Investor is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex 11/Article 24 (2) of MiFID and is not participating in the Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis;

(xxviii)    each Investor in a relevant member state of the EEA who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of the Joint Bookrunners and the Company that: (i) it is a qualified investor within the meaning of the law in that relevant member state implementing Article 2(e) of the Prospectus Regulation; and (ii) 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: (A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Regulation, or in other circumstances falling within Article 3(2) of the Prospectus Regulation and the prior consent of the Joint Bookrunners has been given to the offer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state 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;

(xxix)    if the Investor is resident in Australia, it is a "professional investor" or a "sophisticated investor" within the meaning of sections 708(11) and 708(8) respectively of the Australian   Corporations Act 2001 (Cth);

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

(xxxi)    in the case of a person who confirms to any of the Joint Bookrunners on behalf of an Investor an agreement to acquire Placing Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Investor (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;

(xxxii)    the exercise by any of the Joint Bookrunners of any rights or discretions under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and none of the Joint Bookrunners need not have any reference to any Investor and shall have no liability to any Investor whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Investor agrees that it shall have no rights against the Joint Bookrunners or any of their directors or employees under the Placing Agreement;

(xxxiii)    it irrevocably appoints any director of any of Cenkos or Canaccord (as relevant to its participation in the Placing) as its agent for the purposes of executing and delivering to the Company and/or the Registrars any documents 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 and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;

(xxxiv)    it will indemnify and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this paragraph and further agrees that the provisions of this paragraph will survive after completion of the Placing;

(xxxv)    the Joint Bookrunners may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account and, except as required by applicable law or regulation, the Joint Bookrunners will not make any public disclosure in relation to such transactions; and

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

The Company and the Joint Bookrunners will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.

(l)  Supply and disclosure of information

If any of the Joint Bookrunners, the Registrars or the Company or any of their respective agents request any information about an Investor's agreement to acquire Placing Shares, such Investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

(m)  Miscellaneous

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

(i)    On application, each Investor may be asked to disclose, in writing or orally to any of the Joint Bookrunners:

(A)  if he is an individual, his nationality; or

(B)  if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

(ii)    All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to the relevant Joint Bookrunner.

(iii)    Each Investor agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which such Investor has agreed to acquire have been acquired by such Investor.

(iv)    These provisions may be waived, varied or modified as regards specific Investors or on a general basis by the Joint Bookrunners.

(v)    The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners, the Company and the Registrars, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

(vi)    In the case of a joint agreement to acquire Placing Shares, references to an "Investor" in these terms and conditions are to each of such Investors and such joint Investors' liability is joint and several.

(vii)    The Joint Bookrunners and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.

(viii)    The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.

 

 

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