Proposed Acquisition and Proposed Placing
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
29 June 2017
Inspired Energy plc
("Inspired" or the "Group")
Proposed acquisition of Horizon Energy Group Limited,
Proposed placing to raise up to £9.0 million and entry into new banking facilities
Inspired (AIM: INSE), a leading energy procurement consultant to UK corporates, announces that it has conditionally agreed to acquire Horizon Energy Group Limited ("Horizon"), a corporate energy procurement consultant based in Cork, Ireland with customers including large Corporates, Public Sector bodies and SMEs (the "Acquisition"). In addition and in connection with the Acquisition, the Company proposes to raise up to £9.0 million by way of a placing of new ordinary shares and has entered into a new facility agreement with Santander in order to refinance its existing borrowings and to provide further headroom for the Company's future growth and acquisition strategy.
Transaction rationale
The Acquisition will augment the Company's strategy to consolidate its market position.
Once completed, the Acquisition is expected to:
· Allow Horizon to leverage the platform and capabilities of the Group to consolidate its market-leading position in Ireland.
· Generate cross-selling opportunities as Horizon's sales team will be able to offer its customers a wider range of services.
· Allow the Group to benefit from the opportunity to leverage lower costs in Ireland.
· Provide for economies of scale through dilution of central costs and synergies generated through the alignment of IT systems, procedures and processes.
· Increase the combined Procurement Corporate Order Book for the Group to in excess of £41.0 million.
Acquisition
· Horizon acts on behalf of its clients to both research and procure better energy contracts, usually over a period of 24 to 36 months.
· For small and medium-sized clients, Horizon provides its "Energy Buddi" monitoring systems with larger industrial users also benefitting from Horizon's energy trading desk providing access to real time information on power prices.
· Horizon has 34 employees and is based in Cork, Ireland.
· Initial Consideration of €9.0 million ("Initial Consideration") on a debt free cash free basis acquires 90 per cent. of the issued share capital of Horizon. Inspired also has the option to acquire the outstanding balance of 10 per cent. of the issued share capital of Horizon for payment of a further €1.0 million in cash.
· Further deferred consideration of up to €5.0 million may become payable in cash, subject to the achievement of certain financial performance targets for the periods ending 31 December 2017 and 31 December 2018.
· Horizon's management team, including the founder and CEO of Horizon, will remain with the Group.
· The Board believes the Acquisition will be earnings enhancing in FY2017 and significantly earnings enhancing in FY2018.
Proposed Placing
· Inspired is proposing to raise up to £9.0 million (before expenses) through a placing of 62,068,966 Placing Shares at 14.5 pence per Ordinary Share (the "Placing Price").
· 24,241,920 of the Placing Shares are being placed pursuant to existing authorities granted to the Directors at the Company's annual general meeting held on 20 June 2017 ("Firm Placing") and the balance of 37,827,046 Placing Shares are being placed conditional, inter alia, on the passing of certain of the Resolutions being proposed at the GM ("Conditional Placing").
· The Placing Price represents a discount of approximately 2.6 per cent. to the closing price of 14.88 pence of the Ordinary Shares on 28 June 2017.
New Bank Facilities
· Inspired has entered into new banking facilities with Santander for £29.6 million and €7.0 million.
· The facilities include a £12.5 million acquisition facility, that will be undrawn on completion of the Acquisition, to support the Group's established acquisition strategy.
· The new facilities will be used to refinance the existing indebtedness of the Group, part fund the cash component of the Initial Consideration and to provide additional financial flexibility for the Group.
· Following the completion of the Firm Placing, the Conditional Placing, the drawdown of the New Bank Facilities and the Acquisition, Group net debt is expected to stand at c. £14.0 million
Commenting on the proposed acquisition, Janet Thornton, Chief Executive of Inspired, said: "Inspired continues to look to deliver on its growth strategy and Horizon provides an opportunity to drive growth from Inspired's platform as it is an established business in a relatively untapped market. It will bring high earnings visibility, supported by a strong procurement corporate order book, and Horizon's sales team will benefit from the cross-selling opportunities with access to Inspired's broader capabilities, ultimately benefitting clients."
"Ireland's energy procurement sector is relatively underdeveloped compared to the UK, providing a significant opportunity for Inspired to deploy its expertise in increasing its presence in this market, leveraging the Enlarged Group's experience of growth in the UK market."
Enquiries:
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Inspired Energy plc Janet Thornton, Chief Executive Paul Connor, Finance Director
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+44 (0) 1772 689250 |
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Shore Capital (Nomad, Joint Broker and Bookrunner) Bidhi Bhoma Edward Mansfield James Wolfe
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+44 (0) 20 7408 4090
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Panmure Gordon (Joint Broker) Ben Thorne Erik Anderson James Stearns
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+44 (0) 20 7886 2500 |
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Gable Communications Justine James John Bick |
+44 (0) 20 7193 7463 +44 (0) 7525 324431 |
The Appendices set out further information relating to the Acquisition and Placing and the terms and conditions of the Placing.
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.
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, Japan, 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 does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may 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, Shore Capital and Corporate Limited, Shore Capital Stockbrokers Limited (together with Shore Capital and Corporate Limited, "Shore Capital") or Panmure Gordon (UK) Limited (("Panmure Gordon" and, together with Shore Capital, "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 such restrictions.
This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (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 FSMA or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act 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, you represent and agree that you are a Relevant Person.
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing 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.
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 Company'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 FCA, the London Stock Exchange, the AIM Rules 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 Ordinary 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 Company.
Each of Shore Capital and Panmure Gordon, 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 Shore Capital or Panmure Gordon or for affording 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 either Joint Bookrunner or by any of their respective affiliates or either Joint Bookrunner or their respective affiliates' 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. Nothing in this Important notice shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.
The Placing Shares to be issued 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 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 an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this announcement, and to 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 securities is 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.
1. Introduction
The Company has entered into an agreement with the Vendors to acquire a 90 per cent. interest in the issued share capital of Horizon for €9.0 million in cash, on a debt free cash free basis. Pursuant to the Option Agreement, further described in paragraph 6 below, Inspired may acquire, or certain Vendors may sell, the outstanding balance of 10 per cent. of the issued share capital of Horizon for payment of a further €1.0 million in cash. Further deferred consideration of up to €5.0 million may become payable in cash, subject to the achievement of certain financial performance targets for the periods ending 31 December 2017 and 31 December 2018. Mark Dickinson, the Chief Operating Officer of Inspired, is currently a Non-executive Director of Horizon and has a beneficial interest in a 4.5 per cent shareholding in Horizon.
In addition, the Company is proposing to raise an aggregate of £9.0 million (before expenses) through a placing of 62,068,966 Placing Shares at the Placing Price. 24,241,920 of the Placing Shares are being placed pursuant to existing authorities granted to the Directors at the Company's annual general meeting held on 20 June 2017 and the balance of 37,827,046 Placing Shares are being placed conditional, inter alia, on the passing of the Resolutions being proposed at the GM. The Firm Placing is conditional, inter alia, on First Admission (which is expected to become effective with dealings in the Firm Placing Shares to commence on 4 July 2017); and the Conditional Placing is conditional, inter alia, on Second Admission (which is expected to become effective with dealings in the Conditional Placing Shares to commence on 18 July 2017). Completion of the Acquisition is conditional upon the passing of the Resolution numbered 1 by Shareholders at the General Meeting. The Placing has not been underwritten.
Following the issue of the Placing Shares, the Board expects the Acquisition to be earnings enhancing in FY 2017 and significantly earnings enhancing in FY 2018. Further details of the terms of the Acquisition and the Placing are set out below under the headings "Principal terms of the Acquisition" and "Details of the Placing and the use of proceeds".
2. Information on Inspired
Inspired was established in 2000 and provides expert consultancy on the negotiation of energy contracts, offering a range of services to its clients through the life of each contract including market analysis, bureau services and management services with the primary aim of reducing costs for its clients. Inspired's core focus is undertaking reviews into large industrial and commercial clients' energy needs and devising tailored energy purchasing strategies with reference to energy purchasing goals and risk appetite.
The Company is organised into two divisions, being the Corporate division and the SME division. The Corporate division currently comprises of seven subsidiaries and provides review, analysis and negotiation of gas and electricity contracts on behalf of corporate clients. Additional services provided include energy review, benchmarking, negotiation and bill validation. The Corporate division benefits from a trading team, who actively focus on high-volume customers, providing more complex, long-term energy frameworks based on agreed risk management strategies. In FY 2016, the Corporate division generated revenues of £16.3 million and EBITDA of £7.6 million.
The SME sector comprises the operations of EnergiSave Online Limited, KWH Consulting Limited and Simply Business Energy Limited. Within the SME division, the Group's energy consultants contact prospective SME clients to offer reduced tariffs and contracts based on the unique situation of the customer. Leads are generated and managed by the Group's internally generated, bespoke CRM and case management IT system. Tariffs are offered from a range of suppliers and the Group is actively working with new suppliers to increase the range of products available to SME clients. In FY 2016, the SME division generated revenues of £5.2 million and EBITDA of £1.8 million.
2.1. Strategy
The Board has an established acquisition strategy in place and has, since admission to trading on AIM in 2011, successfully executed eight acquisitions. The Board requires any target business to fulfil one or more of the following criteria:
· additional technical and/or service capability;
· sector specialism and diversification; or
· increased geographic footprint.
The Board will continue to seek acquisition opportunities which fit with the Group's strategy in order to augment the Group's services, products or markets.
2.2. Current trading and prospects
Inspired continues to trade in line with market expectations. The integration of both Flexible Energy Management Limited and Churchcom Limited, which the Group acquired in April 2017, is progressing smoothly and the companies are performing in line with the Board's expectations.
The Company's Procurement Corporate Order Book had grown to £31.5m ("Order Book"), as at 31 May 2017. The Order Book remains a consistent guide to future performance of the Group and provides strong visibility of revenues for the next three years.
3. Information on Horizon
3.1. Overview
Horizon is a corporate energy procurement business based in Cork Airport Business Park, Ireland and was originally established as Utility Brokers by Colin Barry in 2007. The company currently has 34 employees. Horizon acts on behalf of its clients, which comprise a range of customers from large corporates to SME's to public sector bodies, to both research and procure better energy deals with contracts usually established for 24 to 36 months. For small and medium-sized clients, Horizon provides its "Energy Buddi" monitoring systems with larger industrial users also benefitting from Horizon's energy trading desk providing access to real time information on power prices.
Horizon generates the majority of its revenues through commissions charged, to the suppliers, on energy consumption by Horizon's customers with the energy supplier ("Commission Revenues"). Horizon has contracts with key energy suppliers in Ireland such as SSE Airtricity, Energia and Electric Ireland. The level of commission is agreed at the outset of any contract.
In January 2016 Horizon secured a contract with the OGP to manage public sector electricity procurement. The OGP pays HEG a quarterly management charge for a range of services including re-tendering support for all government electricity procurement. This is performed in batches such as "schools", "hospitals" and "care homes" as and when the existing contracts are up for renewal. Horizon receives an additional payment per meter where HEG secures a better tariff. As a consequence of this contract, Horizon has a market position within the public sector and contract with OGP is due for renewal in January 2019.
In FY 2016, Commission Revenues represented 92 per cent. of HEG's total revenue, fees generated under the OGP contract represented 6 per cent. of HEG's revenues and the balance of HEG's revenues (2 per cent.) was generated by ancillary services.
3.2. Areas of expertise
Horizon provides the following services:
· Energy procurement
· Green energy
· Energy audits
· Energy monitoring
· Carbon reporting
· Funded LED Lighting
· Trading and price risk management
· Energy Buddi
· Market intelligence
· Invoice and tariff validation
· Market tracker
3.3. Energy market for TPIs in Ireland
The energy market in Ireland operates in a similar way to the market in the UK. Gas and electricity prices tend to be linked to the market prices in the UK. Consumers are free to choose from one of the energy suppliers registered to supply the market.
HEG provide services to non-domestic consumers in the small business, medium business and large energy user ("LEU") segments of the market. In 2016 there were approximately 2.24 million electricity customers in Ireland, of which c.200,000 related to non-domestic consumers. In gas, in 2016, there were approximately 680,000 gas customers of which c.26,000 related to the non-domestic market. The suppliers to both the non-domestic gas and electricity markets include: Bord Gáis Energy, Electric Ireland, Energia, SSE Airtricity and Vanyu.
Executive management team
Horizon's executive management will remain in place following completion of the Acquisition. The management team collectively has over 50 years of experience in the energy markets and is comprised of the following:
Colin Barry - Managing Director
Colin founded Horizon in 2008 and is responsible for the overall direction of the business and ensuring close relationships with key clients and energy suppliers. Colin's key focuses are managing the sales growth across all channels, ensuring compliance across the business, and strategically managing the direction of the company. Colin will enter into a new service agreement in respect of his role as Managing Director.
Ewen Barry - Finance Director
Ewen is a former senior manager in transaction advisory services with EY prior to setting up his own practice focusing on SME high potential start-ups. Ewen has led the development of Horizon's CRM system and commission reconciliation & collection systems. He has overall responsibility for the finance function of the company.
Sandra Quinn - Corporate Services Director
Sandra joined Horizon in 2013 and has 15 years energy industry experience as the former Country Manager for Ireland with Schneider Electric Professional Services (formerly M&C Energy Group). Sandra manages the corporate offerings for industrial and commercial clients encompassing flexible procurement, trading, risk management and invoice and tariff validation as well as managing the Office of Government Procurement account (Irish Government).
4. Summary financial results of Horizon for FY 2016
Set out below are extracts from Horizon's unaudited financial statements which we prepared under Irish GAAP.
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Profit and Loss |
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Balance Sheet |
||||
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€'000 |
FY 2016 |
FY 2015 |
|
€'000 |
FY 2016 |
FY 2015 |
|
Revenue |
3,921 |
2,028 |
|
Gross assets |
2,255 |
931 |
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EBITDA |
1,699 |
(480) |
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Net assets |
1,197 |
(206) |
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Profit after tax |
1,402 |
(566) |
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|
||
|
|
|
|
|
|||
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EBITDA margin |
43% |
(24)% |
|
|||
As at 23 March 2017, HEG's order book in respect of Commission Revenues stood at c.€12.5 million with new customers to HEG representing c.€6.7 million and c.€5.8 million through existing customers renewing their energy supply contracts. 67 per cent. of the order book is set to expire by the end of FY 2018 with 93 per cent. set to expire by the end of FY 2019.
5. Background to and reasons for the Acquisition
The Acquisition of Horizon will be consistent with Inspired's stated strategy of generating growth organically or through acquisition. The Board believes the Acquisition will have a number of positive benefits for the Enlarged Group:
5.1. Opportunity for further value creation
· Horizon will be able to leverage the platform and capabilities of the Enlarged Group to extend and consolidate its market-leading position in Ireland;
· There will be cross-selling opportunities as Horizon's sales team will be able to offer its customers the access to the additional capabilities and services of the Enlarged Group; and
· The Irish energy procurement market is relatively underdeveloped compared to the UK providing a significant opportunity for further growth, leveraging the Enlarged Group's experience of growth in the UK market.
5.2. Operational efficiencies
· The Enlarged Group stands to benefit from the opportunity to leverage off the lower cost Irish sales team to sell into the UK;
· Economies of scale may be generated through the dilution of central costs; and
· Synergies will be generated through the alignment of internal IT systems, procedures and processes.
5.3. Diversification
· The expansion into Ireland will provide further geographic diversity; and
· A presence in Ireland, a member of the EU, may provide continued access to the EU market should Brexit negotiations fail to deliver a trade deal comparable to trade conditions today.
6. Principal terms of the Acquisition
6.1. Acquisition Agreement and Option Agreement
Under the terms of the Acquisition Agreement, Inspired has agreed to acquire, on completion of the Acquisition, 90 per cent. of the issued share capital of Horizon from the Vendors for an Initial Consideration of €9.0 million in cash on a debt free cash free basis, the balancing interest of 10 per cent. being subject to the Option Agreement described below. Completion of the Acquisition is conditional, amongst other things, upon the passing of Resolution 1 by Shareholders at the General Meeting.
The Option Agreement will consist of a put and call option between Inspired, Ballyfouloo and Colin Barry. Under the Acquisition Agreement, Ballyfouloo, a company wholly owned by Mr Barry, will retain a 10 per cent. beneficial interest in HEG with Colin Barry retaining the legal title. The Option Agreement will be exercisable for a six month period following the first anniversary of completion of the Acquisition. Under the terms of the Option Agreement, Inspired may, by exercise of a call option, require Ballyfouloo and Colin Barry to sell the outstanding 10 per cent. interest and Ballyfouloo and Colin Barry may, under a put option, require Inspired to acquire the outstanding 10 per cent. interest. The purchase price for the outstanding 10 per cent. interest in HEG pursuant to the Option Agreement will be €1 million in cash (the "Option Consideration").
The Acquisition Agreement contains warranties and indemnities in favour of Inspired customary for a transaction of this nature. The warranties relating to the Vendors' title to the shares being sold and their capacity to sell such shares were given on signing of the Acquisition Agreement and will be repeated prior to completion of the Acquisition ("Completion"), and Completion is conditional on such warranties not having been breached. The remaining warranties relating to the business of HEG were also given on signing of the Acquisition Agreement and will be repeated prior to Completion.
Colin Barry, John O'Driscoll and Ewen Barry will each give customary covenants in the Acquisition Agreement restricting, for a period of two years from completion of the Acquisition, them from undertaking employment or other activities which compete with the Company.
6.2. Earn out consideration
Under the Acquisition Agreement further contingent consideration of up to a maximum of €5.0 million, in cash, may be payable subject to the achievement of certain performance criteria ("Earn-out Consideration"). Payment of the Earn-out Consideration is based upon the financial performance of HEG for FY 2017 and FY 2018.
To the extent that HEG generates an EBITDA that is equal to or more than €2,200,000 in FY 2017 ("FY 2017 Base Threshold"), Inspired will pay the Vendors a further €1,250,000. Inspired shall pay a further €1 for every €1.25 by which HEG's EBITDA exceeds the FY 2017 Base Threshold capped at €750,000. The Earn-out Consideration, in respect of FY 2017, will be payable prior to 31 March 2018.
To the extent that HEG generates an EBITDA that is equal to or more than €2,450,000 in FY 2018 ("FY 2018 Base Threshold"), Inspired will pay the Vendors a further €1,250,000. Inspired shall pay a further €1 for every €2 by which HEG's EBITDA exceeds the FY 2018 Base Threshold capped at €750,000. In addition, Inspired shall pay the Vendors a further €1 for every €1 by which HEG's contracted order book, as at 31 December 2018, exceeds €14.5 million capped at €1,000,000. The Earn-out Consideration, in respect of FY 2018, will be payable prior to 31 March 2019.
Mark Dickinson will receive a pro rata share of the Initial Consideration and any Earn-out Consideration due and payable.
7. Banking facilities
In order to fund the cash component of the Initial Consideration and to provide additional financial flexibility for the Group, Inspired has entered into New Banking Facilities with Santander. Santander will provide the following facilities comprising of £29.6 million and €7 million split as follows:
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Currency |
Term |
Facility provided (million) |
Nature of facility |
|
Facility A |
GBP |
5 years |
£6.3 |
Amortising term loan |
|
Facility C |
GBP |
5.5 years |
£8.3 |
Bullet term loan |
|
Facility D |
GBP |
5 years |
£2.5 |
Revolving credit facility |
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Facility E |
GBP |
From 30 months to 5 years following completion of the Acquisition |
£12.5 |
Acquisition facility |
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Total |
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£29.6 |
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|
|
|
|
|
|
|
|
Facility B |
Euro |
5 years |
€7.0 |
Amortising term loan |
Facilities A, B and C will be drawn down immediately prior to completion of the Acquisition, with facilities D and E remaining undrawn. The New Banking Facilities have covenants that will be tested on a quarterly basis relating to interest cover, debt to EBITDA and debt service cover.
8. Details of the Placing and use of proceeds
The Placing will raise, in aggregate, up to £9.0 million (before commissions and expenses) through the conditional placing of the Placing Shares at a price of 14.5 pence per share with institutional and other investors.
The Firm Placing Shares are being placed pursuant to existing authorities granted to the Directors at the Company's annual general meeting held on 20 June 2017 while the Conditional Placing Shares are being placed conditional, inter alia, on the passing of the certain of the Resolutions at the GM.
The Placing Shares, when issued and assuming the maximum placing raising £9.0 million (gross), would represent approximately 11.2 per cent. of the Enlarged Share Capital immediately following Second Admission. The Placing Shares will rank in full for all dividends with a record date on or after the date of Admission and otherwise equally with the Ordinary Shares in issue from the date of Admission.
The Firm Placing (which is not being underwritten) is conditional, inter alia, upon:
(a) the Placing Agreement becoming unconditional in all respects as regards the Firm Placing (save for First Admission occurring) and not having been terminated in accordance with its terms prior to First Admission; and
(b) Admission of the Firm Placing Shares becoming effective on or before 8.00 a.m. on 4 July 2017 or such later date as the Company, Shore Capital and Panmure Gordon may agree, being no later than 8.00 a.m. on 10 July 2017.
The Conditional Placing (which is not being underwritten) is conditional, inter alia, upon:
(a) the Placing Agreement becoming unconditional in all respects as regards the Conditional Placing (save for Second Admission occurring) and not having been terminated in accordance with its terms prior to Second Admission;
(b) Resolutions 2 and 3 being passed at the General Meeting; and
(c) Admission of the Conditional Placing Shares becoming effective on or before 8.00 a.m. on 18 July 2017 or such later date as the Company, Shore Capital and Panmure Gordon may agree, being no later than 8.00 a.m. on 31 July 2017.
8.1. The Placing Agreement
Pursuant to the terms of the Placing Agreement, the Brokers have conditionally agreed to use their reasonable endeavours, as agents for the Company, to procure subscribers for the Placing Shares at the Placing Price with certain institutional and other investors.
The Placing Agreement contains warranties from the Company in favour of the Brokers in relation to, inter alia, matters relating to the Group and its business. In addition, the Company has agreed to indemnify Shore Capital and Panmure Gordon in relation to certain liabilities they may incur in respect of the Placing. The Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event which in the Brokers' opinion may be material and adverse to the Company or the Placing, or a material adverse change affecting the financial position or business or prospects of the Company.
8.2. Settlement and dealings
Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings in the Firm Placing Shares will commence on 4 July 2017.
Application will be made to the London Stock Exchange for the Conditional Placing Shares to be admitted to trading on AIM. It is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares will commence on 18 July 2017, subject to the passing of the Resolutions 2 and 3 at the GM.
The Placing Shares being issued pursuant to the Placing will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission and will otherwise rank pari passu in all respects with the issued Ordinary Shares.
8.3. Use of proceeds
The Company intends to use the net proceeds of the Firm Placing for the Company's funding requirements with respect to the Initial Consideration in relation to the Acquisition. The Company may use the net proceeds of the Conditional Placing to either partly satisfy the Initial Consideration or to de-lever the business in advance of the identification of appropriate acquisition opportunities.
9. Substantial property transaction under the Act
Sections 190 and 191 of the Act require that any substantial property transaction with a director of the Company must be approved in advance by shareholders at a general meeting of the Company. A substantial property transaction is defined, inter alia, as one that is in excess of £100,000.
Mark Dickinson, Chief Operating Officer of Inspired, has a beneficial interest in a 4.5 per cent. shareholding in Horizon and is a director of Horizon. He will receive a pro rata share of the Initial Consideration and any Earn-out Consideration due and payable as a result of the Acquisition. The Initial Consideration that Mark Dickinson is due to receive is c.€405,000.
The Resolution numbered 1 is an ordinary resolution that therefore seeks shareholder approval for Mark Dickinson to receive his pro rata share of the Initial Consideration and any Earn-out Consideration due and payable as a result of the Acquisition.
10. Irrevocable undertakings
The Company has received irrevocable undertakings to vote in favour of the Resolutions from the Independent Directors and certain Shareholders who hold, or are interested in, an aggregate of 296,425,252 Existing Ordinary Shares, representing approximately 60.4 per cent. of the Company's current issued share capital.
STATISTICS RELATING TO THE ACQUISITION AND PLACING
|
Number of Existing Ordinary Shares |
490,632,608 |
|
Firm Placing Shares |
24,241,920 |
|
Issued share capital of the Company on First Admission |
514,874,528 |
|
Conditional Placing Shares |
37,827,046 |
|
Enlarged Share Capital on Second Admission |
552,701,574 |
|
Placing Price |
14.5p |
|
Placing Shares expressed as a percentage of the Enlarged Share Capital on Second Admission |
11.2% |
|
Gross proceeds of the Placing receivable by the Company consisting of: |
£9.0 million |
|
Gross proceeds of the Firm Placing receivable by the Company |
c.£3.5 million |
|
Gross proceeds of the Conditional Placing receivable by the Company |
c.£5.5 million |
|
Market capitalisation of the Company at the Placing Price on Second Admission |
£80.1 million |
Definitions
|
"Acquisition" |
the proposed acquisition by Inspired of 90 per cent. of the issued share capital of Horizon Energy Group Limited pursuant to the Acquisition Agreement; |
|
"Acquisition Agreement" |
the conditional agreement dated 29 June 2017 between (1) the Vendors and (2) Inspired; |
|
"Act" |
the Companies Act 2006; |
|
"Admission" |
First Admission and/or Second Admission, as the context requires; |
|
"AIM" |
the AIM Market operated by the London Stock Exchange; |
|
"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange from time to time; |
|
"Ballyfouloo" |
Ballyfouloo Limited, a company incorporated under the laws of Ireland, registration number IE531647; |
|
"Bank" or "Santander" |
Santander UK plc; |
|
"Banking Facilities" |
the new banking facilities entered into between Santander and Inspired, further described in paragraph 7; |
|
"Brokers" |
Shore Capital and Panmure Gordon; |
|
"Business Day" |
a day between Monday and Friday, inclusive, on which clearing banks are open in the City of London; |
|
"Company" or "Inspired" |
Inspired Energy PLC, a company incorporated and registered in England and Wales with registered number 07639760; |
|
"Conditional Placing" |
the placing of the Conditional Placing Shares pursuant to the Placing, conditional, inter alia, on the passing of Resolutions 2 and 3 at the GM; |
|
"Conditional Placing Shares" |
37,827,046 Placing Shares; |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations); |
|
"CREST Manual" |
the CREST reference manual available from https://www.euroclear.com/site/public/EUI; |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755); |
|
"Directors" or "Board" |
the directors of the Company; |
|
"Earn-out Consideration |
as defined in paragraph 6.2; |
|
"Enlarged Group" |
the Group as enlarged by the Acquisition; |
|
"Enlarged Share Capital" |
the issued ordinary share capital of the Company as enlarged by the Placing Shares; |
|
"Euroclear" |
Euroclear UK & Ireland Limited, the operator of CREST; |
|
"Existing Ordinary Shares" |
the 490,632,608 ordinary shares of 0.125 pence each in the capital of the Company in issue at the date of this announcement; |
|
"FCA" |
the UK Financial Conduct Authority; |
|
"Firm Placing" |
the placing of the Firm Placing Shares pursuant to the Placing; |
|
"Firm Placing Shares" |
24,241,920 Placing Shares; |
|
"First Admission" |
the admission of the Firm Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules; |
|
"Form of Proxy" |
the form of proxy for use in connection with the General Meeting; |
|
"FSMA" |
the Financial Services and Markets Act 2000; |
|
"GAAP" |
Generally Accepted Accounting Principles; |
|
"General Meeting" or "GM" |
the general meeting of the Company to be held at Gateley Plc, Ship Canal House, 98 King St, Manchester M2 4WU on 17 July 2017 at 10.00 a.m; |
|
"Group" |
the Company and its subsidiaries; |
|
"Horizon" or "HEG" |
Horizon Energy Group Limited, a company incorporated under the laws of Ireland, registration number IE452021; |
|
"IFRS" |
International Financial Reporting Standards; |
|
"Independent Directors" |
Michael Fletcher, Janet Thornton, Paul Connor, Matthew Thornton, David Foreman and Richard Logan |
|
"Initial Consideration" |
the €9 million due on completion of the Acquisition; |
|
"Ireland" |
the Republic of Ireland; |
|
"London Stock Exchange" |
the London Stock Exchange plc; |
|
"Notice of General Meeting" |
the notice convening the General Meeting; |
|
"OGP" |
the Office of Government Procurement of Ireland; |
|
"Option Agreement" |
the conditional agreement will be executed at completion of the Acquisition between (1) Colin Barry, (2) Ballyfouloo and (3) Inspired, further described in paragraph 6; |
|
"Option Consideration" |
the €1 million due on exercise of the Option Agreement; |
|
"Ordinary Shares" |
ordinary shares of 0.125 pence each in the capital of the Company; |
|
"Panel" |
the Panel on Takeovers and Mergers; |
|
"Panmure Gordon" |
Panmure Gordon (UK) Limited, the Company's joint broker for the purposes of the AIM Rules; |
|
"Placing" |
the Firm Placing and/or the Conditional Placing, as the context requires; |
|
"Placing Agreement" |
the conditional agreement dated 29 June 2017 and made between (1) SCC, (2) SCS, (3) Panmure Gordon, and (4) the Company in relation to the Placing; |
|
"Placing Price" |
14.5 pence per Placing Share; |
|
"Placing Shares" |
the 62,068,966 new Ordinary Shares to be issued and allotted by the Company pursuant to the Placing, consisting of the Firm Placing Shares and/or the Conditional Placing Shares, as the context requires; |
|
"Prospectus Rules" |
the prospectus rules made by the FCA pursuant to section 73A of the FSMA; |
|
"Registrars" |
Equiniti Limited; |
|
"Resolutions" |
the resolutions set out in the Notice of General Meeting; |
|
"SCC" |
Shore Capital and Corporate Limited, the Company's nominated adviser for the purposes of the AIM Rules; |
|
"SCS" |
Shore Capital Stockbrokers Limited, the Company's joint broker for the purposes of the AIM Rules; |
|
"Second Admission" |
the admission of the Conditional Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules; |
|
"Shareholders" |
holders of Existing Ordinary Shares; |
|
"Shore Capital" |
SCC and/or SCS, as the context requires; |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; and |
|
"Vendors" |
Ballyfouloo, Colin Barry, Ewen Barry, Mark Dickinson and John O'Driscoll. |
Note: Any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension of it. Words importing the singular include the plural and vice versa and words importing the masculine gender shall include the feminine or neuter gender.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF SECURITIES WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE CAPITAL") AND/OR PANUMURE GORDON LIMITED ("PANMURE" AND TOGETHER WITH SHORE CAPITAL, THE "JOINT BOOKRUNNERS" AND EACH A "JOINT BOOKRUNNER") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED (THE "PROSPECTIVE DIRECTIVE"), (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 ("FSMA") OR (C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions (as defined above) or any other jurisdiction in which such offer or solicitation is or may 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, Shore Capital or Panmure 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 such restrictions.
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.
Any indication in this announcement of the price at which the Ordinary 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 Company.
Shore Capital and Corporate Limited ("SCC"), which is authorised and regulated by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited ("SCS"), which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint broker to the Company in the United Kingdom for the purposes of the AIM Rules. Persons receiving this document should note that SCC and SCS are acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SCC and SCS or for advising any other person on the transactions and arrangements described in this document. No representation or warranty, express or implied, is made by SCC or SCS as to any of the contents of this document in connection with the Acquisition and Placing, or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint broker to the Company in the United Kingdom for the purposes of the AIM Rules. Persons receiving this document should note that Panmure Gordon is acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of Panmure Gordon or for advising any other person on the transactions and arrangements described in this document. No representation or warranty, express or implied, is made by Panmure Gordon as to any of the contents of this document in connection with the Acquisition and Placing, or otherwise.
By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral offer to subscribe for Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the "Placing Agreement") with the Joint Bookrunners. Pursuant to the Placing Agreement, the Joint Bookrunners have, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing").
The Placing Shares will, when issued be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares will commence on 4 July 2017.
Application will be made to the London Stock Exchange for the Conditional Placing Shares to be admitted to trading on AIM ("Second Admission" and, together with First Admission, "Admission"). It is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares will commence on 18 July 2017, subject to the passing of the Resolutions 2 and 3 which are set out within the Notice of GM.
Principal terms of the Placing
1. The Joint Bookrunners are acting as agents of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their affiliates are entitled to participate in the Placing as principal.
3. The price per Placing Share (the "Placing Price") is a fixed price of 14.5 pence and is payable to the relevant Joint Bookrunner (as agent for the Company) by all Placees.
4. Each Placee's allocation will be determined by the Joint Bookrunners in their discretion following consultation with the Company and will be confirmed orally by either Shore Capital or Panmure Gordon and each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that contract note.
5. Shore Capital or Panmure Gordon's oral confirmation of an allocation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of such Joint Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the relevant Joint Bookrunner's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.
6. Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted.
7. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Shore Capital or Panmure Gordon (as applicable), as agent for the Company, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
8. 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.
9. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
10. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
11. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
12. Whilst the Acquisition and the Conditional Placing are each conditional upon, amongst other things, the passing of certain of the Resolutions at the General Meeting, the Acquisition and Firm Placing are not conditional upon approval of the Conditional Placing and there is, therefore, a possibility that the Acquisition may complete and the Firm Placing Shares might be issued but that the Conditional Placing Shares will not be issued.
13. To the fullest extent permissible by law, neither: (a) the Joint Bookrunners, (b) any of their affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of the Joint Bookrunners) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Joint Bookrunner nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of each Joint Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Nothing in this Appendix shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.
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 each of the Joint Bookrunners under the Placing Agreement are conditional, inter alia, on:
1. the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading in any material respect on and as of the date of the Placing Agreement and on First Admission or, as the case may be, Second Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting;
2. as at immediately prior to First Admission, the Acquisition Agreement remaining in full force and effect and not having been breached by any of the parties thereto and not having been terminated and, prior to Second Admission, the Acquisition having completed in accordance with the Acquisition Agreement;
3. the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to the First Admission and Second Admission, as the case may be;
4. in respect of the Conditional Placing the passing of the Resolutions 2 and 3 at the General Meeting, without any amendment not approved by the Joint Bookrunners;
5. the Company delivering, by no later than 4.00 p.m. on the dealing day immediately prior to the expected date of Admission (but dated the day of such Admission), to the Joint Bookrunners a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement was materially untrue, inaccurate or misleading when made or would cease to be materially true and accurate or would become materially misleading were it to be repeated by reference to the facts and circumstances subsisting on the date of the certificate;
6. the obligations of the Joint Bookrunners not having been terminated pursuant to the Placing Agreement and the Placing Agreement otherwise becoming unconditional;
7. the First Admission occurring not later than 8.00 a.m. on or around 4 July 2017 or such later time as the Joint Bookrunners (acting jointly) may agree in writing with the Company (but in any event not later than 8.00 a.m. on 10 July 2017); and
8. the Second Admission occurring not later than 8.00 a.m. on or around 18 July 2017 or such later time as the Joint Bookrunners (acting jointly) may agree in writing with the Company (but in any event not later than 8.00 a.m. on 31 July 2017).
If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement, 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, 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 in the Placing Agreement or in respect of the Placing generally.
The Joint Bookrunners may (acting jointly) waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.
By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
The Joint Bookrunners may, at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company if, inter alia:
1. it comes to the knowledge of either Joint Bookrunner that any of the warranties was untrue, inaccurate or misleading, in each case, in any material respect when made on the date of the Placing Agreement and/or that any of the warranties would be untrue, inaccurate or misleading, in each case, in any material respect if it were to be repeated immediately prior to Admission;
2. it comes to the notice of either Joint Bookrunner that any statement contained in this announcement, or certain of the other documents delivered in relation to the Placing, is or has become untrue, incorrect or misleading in any material respect;
3. the Company is in material breach of its obligations under the Placing Agreement;
4. the London Stock Exchange, the FCA or any other agency in any jurisdiction launches or threatens to launch an investigation into the affairs of the Company and its group (as enlarged by the Acquisition) or the trading of the Ordinary Shares;
5. there occurs a material adverse change in or an event having a serious adverse effect on the financial or energy markets, or the operations, properties, condition (financial or other), trading position or prospects or results of operations or general affairs of the Company and its group (as enlarged by the Acquisition) taken as a whole, or the state of the financial markets in the UK or elsewhere is such that in the opinion of either Joint Bookrunner (acting in good faith) the Placing Shares cannot be placed successfully; or
6. any one of a number of force majeure events specified in the Placing Agreement occurs.
By participating in the Placing, each Placee agrees with the Joint Bookrunners 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 neither of the Joint Bookrunners need make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither of the Joint Bookrunners shall have any liability whatsoever to the Placees in connection with any such exercise.
No Prospectus
No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. 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 of their respective Affiliates, any persons acting on its behalf or the Company and neither of the Joint Bookrunners nor any of their respective Affiliates, any persons acting on their behalf, nor the Company 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 the Joint Bookrunners for themselves and as agent for the Company that, except in relation to 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 to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B5TZC716) following Admission will take place within the CREST system, 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 that they deem necessary, 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.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions.
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 Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such Placing Shares; (iii) the Company or the Joint Bookrunners may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, the Joint Bookrunners (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to the Joint Bookrunners (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.
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 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, neither 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.
Representations and Warranties
By participating in the Placing, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this announcement (including this Appendix);
2. acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners, their respective Affiliates and any person acting on their behalf 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 announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;
4. acknowledges that the Placing Shares will be admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, 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 the Company's announcements and circulars published in the past 12 months and the Company's admission document (collectively, the "Exchange Information"), and that it is able to obtain or access such information without undue difficulty and has read and understood the Exchange Information;
5. acknowledges that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested either of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;
6. acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;
7. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;
8. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;
9. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Joint Bookrunners, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this announcement or otherwise; and that (iii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise;
10. represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
11. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;
12. represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act;
13. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
14. understands that upon the initial issuance of, and until such time as the same is no longer required under the Securities Act or applicable securities laws of any state or other jurisdiction of the United States, any certificates representing the Placing Shares (to the extent such Placing Shares are in certificated form), and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend setting out the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;
15. represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the EU Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the EU Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;
16. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the EU Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Directive;
17. represents and warrants that 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 it is permitted to do so pursuant to section 21 of FSMA;
18. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from, or otherwise involving the United Kingdom;
19. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the EU Market Abuse Regulation (2014/596/EU), the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001, the Money Laundering Regulations (2007) (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is 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;
20. if in the United Kingdom, represents and warrants that it is a person falling within (a) Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO 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;
21. if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the EU Prospectus Directive, acting as principal or in circumstances to which section 86(2) of FSMA applies;
22. 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; undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out in this announcement or any trade confirmation issued pursuant to this announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either the Joint Bookrunners or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
23. if it has received any confidential price sensitive information about the Company in advance of the Placing, it warrants that it has received such information within the marketing soundings regime provided for in article 11 of Regulation (EU) No. 596/2014 on market abuse (as amended) and associated delegated regulations and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;
24. acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;
25. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of the relevant Joint Bookrunner which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
26. acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, 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 courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;
27. acknowledges that it irrevocably appoints any director of the relevant Joint Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
28. represents and warrants that it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;
29. represents and warrants that any person who confirms to either Joint Bookrunner on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises either Joint Bookrunner to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;
30. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Bookrunners will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Bookrunners accordingly;
31. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement (including this Appendix);
32. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the relevant Joint Bookrunner, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner (as the case may be);
33. acknowledges and understands that the Company, the Joint Bookrunners, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;
34. acknowledges and understands that whilst the Acquisition and the Conditional Placing are each conditional upon, amongst other things, the passing of certain of the Resolutions at the General Meeting, the Acquisition and Firm Placing are not conditional upon approval of the Conditional Placing and there is, therefore, a possibility that the Acquisition may complete and the Firm Placing Shares might be issued but that the Conditional Placing Shares will not be issued;
35. acknowledges that the basis of allocation will be determined by the Joint Bookrunners at their absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;
36. irrevocably authorises the Company and the Joint Bookrunners to produce this announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this announcement; and
37. that its commitment to subscribe for Placing Shares on the terms set out in this announcement will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.
The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, the Joint Bookrunners, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this announcement or the performance of its obligations pursuant to this announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor 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 stamp duty or stamp duty reserve tax undertakes to pay such 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 either of the Joint Bookrunners has incurred any such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.
All times and dates in this announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.
This announcement has been issued by the Company and is the sole responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
The rights and remedies of the Joint Bookrunners 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 or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to either 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.
This information is provided by RNS
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