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Likewise Group PLC (LIKE)

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Wednesday 15 December, 2021

Likewise Group PLC

Acquisition and Proposed Placing and Open Offer

RNS Number : 6695V
Likewise Group PLC
15 December 2021
 

15 December 2021

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

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

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) A S IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018  ("MAR") AND OTHER IMPLEMENTING MEASURES.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 

 

Likewise Group plc

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

Conditional Acquisition of Valley Wholesale Carpets (2004) Limited

 

and

 

Proposed Placing and Open Offer

 

 

 

Likewise Group plc (AIM:LIKE), the distributor of residential and commercial flooring to retailers and contractors, announces that it has entered into a conditional agreement to acquire the entire issued share capital of Valley Wholesale Carpets, a UK-based distributor and wholesaler of carpets, for a maximum consideration of £30.0 million, including approximately £10.0 million of cash within Valley Wholesale Carpets. This comprises initial consideration of £24.0 million which is payable at or shortly after Acquisition Completion, deferred consideration of £1.0 million and the issue of 5.0 million Ordinary Shares in Likewise. If the 5.0 million Ordinary Shares are valued at less than £5.0 million on the second anniversary of Acquisition Completion, then the shortfall will be settled in cash.

Acquisition highlights

· Valley Wholesale Carpets will increase Likewise's share of the UK flooring market to approximately 5.6 per cent. of the £1.9 billion UK industry, boosting Likewise's position as one of the leaders in the UK market 

· the Acquisition will increase Likewise's presence, particularly in the South East of England and the Midlands, providing an opportunity to optimise the Group's UK logistics network

· the combination of Valley Wholesale Carpets and Likewise will increase the product portfolio of the Enlarged Group

· Valley Wholesale Carpets generated audited revenue of £47.3 million in the year ended 30 September 2021, up 32 per cent. on the previous financial year, and EBITDA of c.£5.7 million, up c.89 per cent

· the Acquisition is expected to be immediately earnings enhancing and is expected to deliver approximately 25 per cent. earnings enhancement during the first full year of ownership

· the Acquisition will provide a stronger customer network for the Group to build upon, as Valley Wholesale Carpets brings new and complementary customers, with hundreds of thousands of sample books in independent floor retailers

· the expected cash generation of the Enlarged Group promotes the ability of the Company to pay dividends

 

Acquisition financing

The Company intends to finance £14.0 million of the Cash Consideration due on Acquisition Completion via its existing cash reserves and a conditional Firm Placing of new Ordinary Shares to raise £12.0 million and a conditional Clawback Placing to raise £2.0 million, subject to clawback under the Open Offer, both at a price of 35 pence per Ordinary Share with institutional and other investors. The balance of approximately £10.0 million of the Cash Consideration will be funded by the acquired Valley Wholesale Carpets cash reserves on Acquisition Completion.

The Company will also issue the Consideration Shares, being 5.0 million Ordinary Shares, to the Valley Wholesale Carpets Vendors. The Consideration Shares are underpinned by a £5.0 million valuation on the second anniversary of Acquisition Completion, such that, should the Consideration Shares be valued at less than £5.0 million on that date, the Company will pay the Valley Wholesale Carpets Vendors the difference in cash.

On the first anniversary of Acquisition Completion, the Valley Wholesale Carpets Vendors will receive the Deferred Consideration, being £1.0 million, in cash. The Deferred Consideration is not conditional.

Completion of the Acquisition is conditional upon Admission, which in turn, is conditional on the passing of certain Resolutions to be proposed at a General Meeting authorising the Company to allot the Placing Shares. If the condition to the Acquisition is not satisfied by 28 February 2022, the Acquisition will not proceed.

Accelerated bookbuild and launch of the Open Offer

The Placing will be conducted through an accelerated bookbuild, which will be launched immediately following the release of this Announcement. Zeus Capital and Ravenscroft are acting as the Joint Brokers in connection with the Placing. 

It is intended that the Placing will raise approximately £14.0 million in gross proceeds at a price of 35 pence per Placing Share, which will be used, inter alia, to part fund the Cash Consideration due on Acquisition Completion and meet the expenses related to the Acquisition, Placing and Open Offer of approximately £0.7 million.  The Issue Price represents a discount of c.24 per cent. to the Closing Price.   Further details of the proposed Placing are detailed in this Announcement. 

Likewise also intends to launch an Open Offer to Qualifying Shareholders, to raise up to £2.0 million. To the extent that valid applications are received under the Open Offer, the Clawback Placing will be proportionally reduced so that the total raised by the Company is £14.0 million in aggregate. The Company has launched the Open Offer to enable all Qualifying Shareholders to participate in the fundraise. Only the Clawback Placing Shares will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Firm Placing Shares will not be subject to clawback under the Open Offer. Further details of the proposed Open Offer are set out in this Announcement and will be provided to Shareholders in due course. 

Share Premium Reduction

The Company will, subject to court and shareholder approval, undertake a Share Premium Reduction to create reserves in the Company which may be utilised by the Board to fund future distributions. This will reduce the Company's share premium account by £22.0 million. The Directors are seeking the approval of Shareholders for this. Further details relating to the Share Premium Reduction are set out in this Announcement.

Share Option Plans

The Company currently has options outstanding over an aggregate of 19,469,930 Ordinary Shares, representing approximately 10.1 per cent. of the Existing Issued Share Capital. In order to provide further flexibility to incentivise relevant individuals (but not the Directors) within the Enlarged Group, the Directors are seeking the approval of Shareholders to adopt a new CSOP Scheme, approve the grant of CSOP Options and approve the grant of Management Options under the EMI Scheme. Further details relating to the Share Options Plans are set out in this Announcement.

The appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.


Tony Brewer, Chief Executive of Likewise Group plc, said:

"The Likewise Team have made significant progress over the last eighteen months and the acquisition of Valley Wholesale Carpets is a major additional step forward in the aspirations of Likewise to develop a meaningful Flooring Distribution Business throughout the UK.

"Many thanks to our Management and Staff for their contribution and efforts in addition to the support of our Suppliers, Customers and Shareholders to enable the development of Likewise to date and we look forward to an exciting future.

"We also welcome the Management and Staff of Valley Wholesale Carpets and whilst being an autonomous business it will very much form part of Likewise and our future. We also give our best wishes to Stephen, David, Kate and the Mitchell family for the future."

 

For further information, please contact:

Likewise Group plc

Tony Brewer, Chief Executive

Roy Povey, Chief Financial Officer

Tel: 0121 871 2900

Zeus Capital Limited   (Nominated Adviser & Joint Broker)

Jordan Warburton / David Foreman / James Edis (Corporate Finance)

Dominic King (Corporate Broking) 

 

Tel: 0203 829 5000

Ravenscroft Consultancy & Listing Services Limited  (Joint Broker)

Semelia Hamon (Corporate Finance)

Tel: 01481 732746

Novella Communications  (Financial PR)

Fergus Young / Tim Robertson

Tel: 0203 151 7008

Overview of Likewise

Likewise is a distributor of residential and commercial floorings, mats and rugs to retailers and contractors through its seven distribution centres in Glasgow, Newcastle, Leeds, Manchester, Birmingham, Sudbury and Peckham.

With the support of manufacturing partners across the globe, an extensive product offering has been developed and with strong relationships with UK customers, Likewise has in three years established a business with over 2,600 customers and currently employs c.260 employees. The Group is currently listed on AIM with a market capitalisation of c.£88 million.

The senior management team, led by Chief Executive Tony Brewer, has extensive experience in the industry and has a wide network of both manufacturers and suppliers who they work with to provide a wide choice of products at competitive prices. To deliver its strategy, Likewise intends to utilise the expertise and industry knowledge of the Board and senior management team to deliver organic growth, operational leverage and where desirable, to execute strategic acquisitions.

To continue its growth and improve its profile, the Group intends to raise gross proceeds of £14.0 million through the Placing and Open Offer, which will be used to part finance the Acquisition and meet the expenses related to the Acquisition, the Placing and the Open Offer.

Information on Valley Wholesale Carpets

Valley Wholesale Carpets, founded in 1982, is a distributor and wholesaler of carpets to independent retailers across the UK. It has a strong presence in the South East of England and the Midlands, with two principal   distribution centres in Erith and Derby.  

Valley Wholesale Carpets delivered an increase in revenue of 32 per cent. in the year ended 30 September 2021 to £47.3 million from £35.9 million in 2020. This increase was achieved by maximising its established market position during a particularly positive period of home improvement, which was supported by the prolonged COVID-19 pandemic. Valley Wholesale Carpets also delivered adjusted EBITDA of c.£5.7 million in the same period, up c.89 per cent. from c.£3.0 million in 2020. It is expected that profitability will return to more normalised levels seen in 2019 and 2020.

Valley Wholesale Carpets employs around 130 people in the distribution of carpets across the UK. Key product lines supplied include carpet, residential vinyl and underlay for carpet. It also has a diverse customer base, with the largest customer accounting for less than one per cent. of revenue and also maintains strong client relationships with independent UK retailers with hundreds of thousands of sample books in independent floor retailers.

Strategic rationale for the Acquisition, the Placing and Open Offer

The Directors are focused on delivering organic growth as well as acquisitions that are strategic and value enhancing, with a focus on increasing scale, advancing the commercial and operational reach of the Group into new regions and consolidating the Group's overall market position through expanding the customer base and optimising the distribution network.

The Board believes that the Acquisition delivers significant growth opportunities, compelling financial returns and strategic opportunities for the Group, which are wholly aligned with its strategy. These opportunities include:

· Building market share : the Acquisition will increase Likewise's share of the UK flooring market to approximately 5.6 per cent. of the c.£1.9 billion UK industry, boosting Likewise's position as one of the leaders in the UK market; 

· Access to new customers : the Acquisition will provide a stronger customer network for the Group to build upon, as Valley Wholesale Carpets brings new and complementary customers; and

· Dividend : the expected cash generation of the Enlarged Group promotes the ability of the Company to pay dividends.

Details of the Acquisition

The Company has entered into the conditional Acquisition Agreement pursuant to which the Company agreed to acquire the entire issued share capital of Valley Wholesale Carpets for maximum consideration of £30.0 million. The Consideration represents 5.2x Valley Wholesale Carpets' unaudited adjusted EBITDA of c.£5.7 million for the year ended 30 September 2021.

The Consideration comprises £24.0 million of Cash Consideration to be paid on or shortly after Acquisition Completion, £1.0 million of Deferred Consideration in cash to be paid on the first anniversary of Acquisition Completion, and the issue of the Consideration Shares, being 5.0 million Ordinary Shares. If the Consideration Shares are valued at less than £5.0 million on the second anniversary of Acquisition Completion then, subject to the terms and conditions of the Acquisition Agreement, any shortfall will be settled by the Company in cash.

Following the Acquisition, the Valley Wholesale Carpets Vendors will have an interest in 5.0 million Ordinary Shares representing 2.1 per cent. of the Enlarged Share Capital.

The Acquisition Agreement contains certain warranties and indemnities (including a tax covenant) given by the Valley Wholesale Carpets Vendors, in relation to Valley Wholesale Carpets, subject to certain limitations. Claims under the general warranties must be brought within 18 months of Acquisition Completion and claims under the tax warranties and covenant must be brought within seven years of Acquisition Completion.

Post a one-month transition period following Acquisition Completion, none of the Valley Wholesale Carpets Vendors are expected to continue their involvement with or engagement in the Valley Wholesale Carpets Group's business. To supplement the Enlarged Group's South East operations, a new senior hire is expected to be made, who will begin working for the Enlarged Group during Q1 2022. The Valley Wholesale Carpets Vendors are subject to restrictive covenants, including non-compete covenants for a two-year period after Acquisition Completion pursuant to the terms of the Acquisition Agreement. It is intended that the current operating management team of Valley Wholesale Carpets will continue in the Valley Wholesale Carpets Group's business under the leadership of the Board.

Acquisition Completion is conditional on Admission. If Admission does not occur on or before the Long Stop Date, the Company has the option to either extend the Long Stop Date or terminate the Acquisition Agreement.

During the period from 14 December   2021   to Acquisition Completion, the Valley Wholesale Carpets Vendors have agreed to operate and manage the Valley Wholesale Carpets Group in the ordinary course and they are required to seek the Company's prior written consent before carrying out, or not carrying out, certain acts which may give rise to any liability for, or otherwise impact, the business of the Valley Wholesale Carpets Group in accordance with the terms and conditions of the Acquisition Agreement.

The Remuneration Committee of the Company has recommended that, in recognition of delivering this earnings enhancing Acquisition, upon the successful completion of the Acquisition, the Company's executive and senior management will be awarded cash bonuses in aggregate of £700,000. Tony Brewer and Roy Povey will receive £300,000 and £150,000 respectively and, as Directors of the Company, these bonuses constitute related party transactions under Rule 13 of the AIM Rules. The independent Directors, being Paul Bassi, Andrew Simpson and Mike Steventon, having consulted with Zeus Capital, are of the opinion that these bonuses are fair and reasonable.

Details of the Placing and the Open Offer

Structure

The Directors have given careful consideration as to the structure of the proposed fundraising and concluded that the Firm Placing, Clawback Placing and the Open Offer are the most suitable options available to the Company and its Shareholders at this time.

The Placing is being conducted through an accelerated bookbuild process which will commence immediately following the release of this Announcement.

Principal terms of the Placing

Zeus Capital and Ravenscroft are acting as the joint brokers in connection with the Placing, in accordance with the terms and conditions set out in the appendix (which forms part of this Announcement).

The Company is proposing to issue 34,285,715 Firm Placing Shares and up to 5,714,285 Clawback Placing Shares pursuant to the Firm Placing and the Clawback Placing, at the Issue Price of 35   pence per Ordinary Share . The Placing will raise gross proceeds of approximately £14.0 million for the Company.

The final number of Firm Placing Shares and provisional number of Clawback Placing Shares will be agreed and determined between the Joint Brokers and the Company at the close of the bookbuild and the results of the Firm Placing will be announced as soon as practicable thereafter. The final number of Clawback Placing Shares will be announced as soon as practicable after the close of the Open Offer.

None of the Firm Placing, the Clawback Placing or the Open Offer are being underwritten in whole or in part.

The Firm Placing Shares are not subject to clawback and do not form part of the Open Offer. The Clawback Placing Shares allocated pursuant to the Placing are subject to clawback to satisfy valid applications under the Open Offer.

Under the Placing and Open Offer Agreement, the Company has agreed to pay to the Joint Brokers a fixed sum together with commissions based on the aggregate value of the Firm Placing Shares, Clawback Placing Shares and the Open Offer Shares placed at and/or subscribed for at the Issue Price and the costs and expenses of the Placing together with any applicable VAT.

Principal terms of the Open Offer

The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability and subject to the Aggregate Limit.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for one Open Offer Share for every 33.66548395 Existing Ordinary Shares held on the Record Date.

If fully subscribed, the Open Offer will raise gross proceeds of up to approximately £ 2.0 million.

The Issue Price represents a c.   24 per cent. discount to the Closing Price of 46 pence per Ordinary Share on 14 December 2021 . The Board wishes to extend the opportunity to participate in the fundraising to long-term Shareholders in the Company not able to participate in the Placing to thank them for their continued support.

Further details of the Open Offer will be announced, and the circular outlining the terms of the Open Offer will be sent to Shareholders (other than certain Overseas Shareholders) in due course.

Application for Admission

Application will be made to the London Stock Exchange for admission of the Placing Shares and Open Offer Shares to trading on AIM. Admission of the Placing Shares and Open Offer Shares is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 11 January 2022.  No temporary documents of title will be issued.

Effect of the Placing and Open Offer

The Placing Shares and Open Offer Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares at the date of this Announcement and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Share Premium Reduction

The annual accounts of the Company for the accounting period ended 31 December 2020 show the share premium account to be £13,389,295. A recent set of management accounts of the Company for the period ended 31 October 2021 show the share premium account to be £22,992,193.

The Board has recommended the Share Premium Reduction to create reserves in the Company which may be utilised by the Board to fund future distributions.

As referred to above, the Share Premium Reduction requires the approval of Shareholders at the General Meeting. If the Share Premium Reduction is approved by the Shareholders, the reduction will then need approval from the High Court of Justice, Business and Property Courts of England and Wales, Companies Court before it will become effective.  

Once effective, the amount by which the share premium account is reduced will be credited to a distributable equity reserve of the Company.

Share Option Plans

As at the date of this Announcement, EMI Options and options under the Company's other share incentive plans have been granted and are outstanding over an aggregate of 19,469,930 Ordinary Shares, representing approximately 10.1 per cent. of the Existing Ordinary Shares.

In order to provide further flexibility to incentivise relevant individuals (but not Directors) within the Enlarged Group, the Directors are seeking the approval of Shareholders (in Resolutions numbered 4, 5 and 6 of the Notice of General Meeting, which are Ordinary Resolutions) to:

1.  adopt a new CSOP Scheme, the detailed terms of which are to be finalised by the Directors;

2.  approve the grant of options under the CSOP Scheme; and

3.  approve the grant of Management Options under the EMI Scheme.

 

The CSOP Options are intended to comply with the provisions of Schedule 4 to ITEPA 2003 and be subject to the statutory limits set out therein. The Management Options will not qualify as EMI Options but will be granted on the same terms as existing EMI Options granted under the EMI Scheme. The CSOP Options and the Management Options will all be subject to the earnings per share ("EPS") and total shareholder return ("TSR") performance conditions, which are intended to be consistent with those included in the EMI Options previously granted under the EMI Scheme (the "Performance Conditions"). Those Performance Conditions which will be tested over a minimum period of 3 years following the date of grant (the "Performance Period"). 

The options will be exercisable upon the occurrence of certain corporate events (including a general offer or takeover), or at any time after the Performance Period has expired and the Performance Conditions have been measured until the 10th anniversary of the date of grant. If the options become exercisable before the end of the Performance Period, the number of shares available will be calculated by assuming that the EPS and TSR metrics at the date of that event will remain the same for the rest of the Performance Period.

Each CSOP Option and Management Option will lapse on the optionholder ceasing to be employed in the Group, unless they are a Good Leaver or die in service. If the optionholder is a Good Leaver before the Performance Period ends, they may retain their option and exercise it once the Performance Period has ended. If the optionholder dies in service, their option will lapse no later than 12 months after the date of death. In either case, the number of shares available will be determined against the Performance Conditions but reduced to take into account the fact that only part of the Performance Period will have elapsed.

The Directors confirm that on a given date, the total number of Ordinary Shares issued or transferred from treasury (or capable of issue or transfer from treasury) in respect of awards granted under all of the Group's share incentive plans, including the above, when added to all other options, awards or rights granted in the preceding ten-year period, will not exceed 12.5 per cent. of the ordinary share capital of the Company in issue at that time.

Whilst the Directors also intend to circulate a further round of invitations to all eligible employees under the SAYE Scheme, options granted under those invitations (when taken together with the proposed Management Options, CSOP Options and existing options granted to employees over the Company's shares) will not result in the 12.5 per cent. cap being exceeded. The Company intends to remain as close as possible to 10 per cent., with the absolute 12.5 per cent. cap allowing the Company to retain the flexibility in order to incentivise new senior hires or to recognise significant progression in roles and responsibilities of current employees.

Conditionality

The Placing and the Open Offer are conditional, among other things, upon the following:

· Zeus Capital and Ravenscroft having received legally binding commitments from Placees to subscribe for the Placing Shares;

· the passing, without amendment, of the Placing and Open Offer Resolutions at the General Meeting;

· Admission occurring by no later than 8.00 a.m. on 11 January 2022 (or such later time and/or date as may be agreed between the Company and the Joint Brokers, being no later than 8.00 a.m. on the Long Stop Date);

· the Placing and Open Offer Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms; and

· the Acquisition being unconditional in all respects, subject only to Admission.

If the conditions set out above are not satisfied or waived (where capable of waiver), the Placing and the Open Offer will lapse; and:

· the Placing Shares will not be issued and all monies received from investors in respect of the Placing Shares will be returned to them (at the investors' risk and without interest) as soon as possible thereafter;

· the Acquisition will not be completed and the Acquisition Agreement will be terminated; and

· any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

The Acquisition is conditional upon Admission and is expected to complete three Business Days after Admission.

The Share Premium Reduction is conditional upon the passing, without amendment, of the Share Premium Reduction Resolution. If this condition is not satisfied, the Share Premium Reduction cannot complete which may have a negative impact on the distributable reserves of the Company and the ability of the Directors to recommend dividends going forward.

The adoption of the CSOP Scheme, the grant of CSOP Options and the new Management Options are conditional on the passing of the Share Option Resolutions.

The Placing and Open Offer Agreement

Pursuant to the terms of the Placing and Open Offer Agreement, the Joint Brokers, have, as agents for the Company in respect of the Placing, agreed to use their reasonable endeavours to procure subscribers for the Firm Placing Shares and the Clawback Placing Shares at the Issue Price. The Placing and Open Offer Agreement is conditional upon, among other things, the conditions set out above and each of the warranties or undertakings given to the Joint Brokers prior to Admission being true and accurate when given and not having become untrue, inaccurate or misleading in any material respect prior to Admission.

The Placing and Open Offer Agreement contains customary warranties given by the Company in favour of the Joint Brokers in relation to, amongst other things, the accuracy of the information in this Announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify the Joint Brokers (and its affiliates) in relation to certain liabilities that they may incur in respect of the Placing and the Open Offer.

Zeus Capital has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties in any material respect or a material adverse change in the business, financial or trading position of the Group.

Use of proceeds

The Directors intend to use the proceeds of the Placing and the Open Offer to:

· part fund the Cash Consideration; and

· meet the expenses related to the Acquisition, the Placing and the Open Offer.

Current trading and outlook

Likewise Scotland and Likewise North East have grown rapidly in their respective geographical areas. Likewise North has performed particularly well from its distribution centre in Leeds which is also the hub for Likewise Residential Products nationally.   Likewise Matting has continued to develop its product portfolio in independent and national retailers. A&A in Manchester has continued to trade strongly and has extended its geographical reach from the North West of England to now include parts of the Midlands. The Board intends to continue this expansion.

Likewise has continued to increase its market presence through product launches and placing an increasing number of point of sale displays into independent flooring retailers whilst also providing a comprehensive product offering for flooring contractors. The Group has continued to enhance its IT infrastructure and logistics network, having launched a Paperless Delivery Device during the autumn of 2021. The Business-to-Business website will also be live before the end of 2021.

Revenues have grown substantially and the Group is currently delivering run-rate revenues of c.£65m and, whilst management anticipate that FY21 revenues will be slightly below current market expectations, importantly, management continues to believe the Group remains on track to deliver FY21 profits in line with market expectations.

Expected timetable of events

 

Record date

13 December 2021

Announcement of the Firm Placing, Clawback Placing and Open Offer

7.00 a.m. on 15 December 2021

Announcement of the closing of the Firm Placing and the Clawback Placing

15 December 2021

Dispatch of circular (including notice of General Meeting and launch of Open Offer)

17 December 2021

Ex-entitlement Date

17 December 2021

Latest time for receipt of completed application forms and payment for the Open Offer

11.00 a.m. on 5 January 2022

Latest time for receipt of proxy forms for the General Meeting

10.00 a.m. on 6 January 2022

Announcement of result of Open Offer

By 7.00 a.m. on 10 January 2022

General Meeting

10.00 a.m. on 10 January 2022

Admission of the New Ordinary Shares

11 January 2022

Acquisition Completion

14 January 2022

Important information

This Announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this Announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of any state or territory of the United States, Australia, New Zealand, Canada, Japan, Republic of Ireland or the Republic of South Africa. The distribution of this Announcement in other jurisdictions may be restricted by law and persons into whose possession this Announcement comes should inform themselves about, and observe any such restrictions.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this Announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

In particular, the Placing Shares have not been and will not be registered under the US Securities Act, or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There is no intention to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States or elsewhere.

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as nominated adviser and joint broker in connection with the Placing and Open Offer and will not be responsible to any other person for providing the protections afforded to customers of Zeus Capital or advising any other person in connection with the Placing and Open Offer. Zeus Capital's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange and not to the Company, the Directors or to any other person in respect of such person's decision to acquire New Ordinary Shares in reliance on any part of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus Capital by the FSMA or the regulatory regime established under it, Zeus Capital does not accept any responsibility whatsoever for the contents of this Announcement, and no representation or warranty, express or implied, is made by Zeus Capital with respect to the accuracy or completeness of this Announcement or any part of it.

Ravenscroft, which is licensed and regulated in Guernsey by the Guernsey Financial Services Commission, is acting as joint broker to the Company in connection with the proposed Placing and Open Offer. Ravenscroft will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to clients of Ravenscroft or for providing advice in relation to the contents of this Announcement or any other matter.

Market Abuse Regulation

Market soundings, as defined in MAR, were taken in respect of the Acquisition and Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Forward-looking statements

This Announcement contains statements about the Group and the Enlarged Group that are, or may be deemed to be, "forward-looking statements".

All statements, other than statements of historical facts, included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of the Group and the Enlarged Group.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules for Companies, the Prospectus Rules, the FSMA and/or MAR), does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Likewise or the Group or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Announcement are based on information available to the Directors at the date of this Announcement, unless some other time is specified in relation to them, and the posting or receipt of this Announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

 

Appendix

 TERMS AND CONDITIONS OF THE PLACING

 IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THE INFORMATION AND TERMS CONTAINED IN THIS ANNOUNCEMENT (THE " PLACING TERMS ") ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A " RESTRICTED TERRITORY ").

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE PLACING TERMS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (" EEA ") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMENDED FROM TIME TO TIME) (THE " PROSPECTUS REGULATION ") (" QUALIFIED INVESTORS "); OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE UK VERSION OF THE EU PROSPECTUS REGULATION WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE " UK PROSPECTUS REGULATION ") AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE " ORDER "); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS ").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE " US SECURITIES ACT ") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

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

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

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in these Placing Terms.

By participating in the Placing, each person who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Announcement.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges to Zeus Capital and Ravenscroft (the "Joint Brokers") and the Company (amongst other things) that:

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

(b)  in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

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

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

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

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

(c)  in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

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

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

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

(B)  where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

(d)  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion or an execution-only or other non-discretionary account, and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

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

(f)  except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph (d) above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the US Securities Act;

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

(h)  the Company and the Joint Brokers will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing and the Open Offer or the New Ordinary Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a RIS by or on behalf of the Company on or prior to Admission (the " Publicly Available Information ") and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of either of the Joint Brokers, the Company or any other person and none of the Joint Brokers, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

None of the Joint Brokers makes any representation to any Placees regarding an investment in the Placing Shares.

Details of the Placing and Open Offer Agreement and the Placing Shares

Pursuant to the Placing and Open Offer Agreement and subject to the terms and conditions set out in the Placing and Open Offer Agreement, the Joint Brokers, as agents for and on behalf of the Company, have (acting severally and not jointly or jointly and severally) agreed to use their reasonable endeavours to procure Placees for the Placing Shares, in each case at the Issue Price.

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

The Firm Placing Shares are not subject to clawback and do not form part of the Clawback Placing or Open Offer.

The Clawback Placing Shares are being offered pursuant to the Placing, subject to clawback in respect of valid applications received for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.

Further details of the placing procedure and terms on which the Firm Placing Shares and Clawback Placing Shares are being offered are set out below.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares (including the Placing Shares) to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on or around 11 January 2022 (or such later date as the Company and the Joint Brokers may agree in writing, in any event being not later than the Long Stop Date) and that dealings in the Shares on AIM will commence at the time of Admission.

Participation in the Placing

This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

No Placee will be entitled to receive any fee or commission in respect of any Placing Shares. The Joint Brokers and the Company shall be entitled to effect the Placing by such alternative method as they may, in their sole discretion, determine.

Principal terms of the Placing

(a)  Zeus Capital is acting as a bookrunner to the Placing, as agent for and on behalf of the Company. Zeus Capital is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting for the Company (in respect of the Placing Shares) and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Zeus Capital or for providing advice in relation to the matters described in this Announcement.

(b)  Ravenscroft is acting as a bookrunner to the Placing, as agent for and on behalf of the Company. Ravenscroft is licensed and regulated in Guernsey by the Guernsey Financial Services Commission and is acting for the Company (in respect of the Placing Shares) and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Ravenscroft or for providing advice in relation to the matters described in this Announcement.

(c)  Participation in the Placing will only be available to persons who may lawfully do so, and who are invited by a Joint Broker to participate in the Placing. Each Joint Broker and any of its affiliates are entitled to participate in the Placing as principal.

(d)  The final number of Firm Placing Shares, to be issued or acquired at the Issue Price will be agreed and determined between the Joint Brokers and the Company and such details will be announced by the Company through a RIS pursuant to the "Result of Placing" announcement. The final number of Clawback Placing Shares and Open Offer Shares will be agreed and determined between the Joint Brokers and the Company and such details will be announced by the Company through a RIS pursuant to the "Result of Open Offer" announcement.

(e)  Each Placee's allocation in the Placing shall be determined by the Joint Brokers and the Company. Placees' commitments to subscribe for and/or acquire the Placing Shares will be made orally to one of the Joint Brokers on a recorded telephone line and a form of confirmation documenting such commitment will be dispatched by the relevant Joint Broker by email as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of that Joint Broker and the Company, under which it agrees to subscribe for and/or acquire the number of Firm Placing Shares and once apportioned after clawback, any Clawback Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. Except with the relevant Joint Broker's written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted. The terms of this Announcement will also be deemed incorporated in the form of confirmation.

(f)  Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Broker (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 Issue Price and the number of Firm Placing Shares and once apportioned after clawback, any Clawback Placing Shares such Placee has agreed to subscribe for and/or acquire and the Company has agreed to allot and issue to that Placee.

(g)  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 subscribed for and/or acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

(h)  All obligations of the Joint Brokers 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".

(i)  By participating in the Placing, each Placee agrees 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.

(j)  To the fullest extent permissible by law and applicable FCA rules, none of: (a) the Joint Brokers, (b) any of the Joint Brokers' respective affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with the Joint Brokers as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Joint Brokers), (d) any person acting on a Joint Broker's behalf, 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 the Joint Brokers, nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Joint Brokers and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic trade confirmation by the Joint Brokers, as soon as they are able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to the relevant Joint Broker.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Broker in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Joint Broker.

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place in respect of the Placing Shares on 11 January 2022 and Admission is expected to occur no later than 8.00 a.m. on 11 January 2022 unless otherwise notified by the Joint Brokers.

Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Brokers may agree that the Placing Shares should be issued in certificated form. The Joint Brokers reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by the Joint Brokers.

Each Placee agrees that, if it does not comply with these obligations, either Joint Broker may sell, charge by way of security (to any funder of either Zeus Capital or Ravenscroft) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Brokers' own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by the relevant Joint Broker as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The obligations of the Joint Brokers under the Placing and Open Offer Agreement and the Placing are, conditional upon, inter alia:

(a)  the Company allotting the Placing Shares in accordance with the terms of the Placing and Open Offer Agreement;

(b)  the performance by the Company and the Directors of their obligations under the Placing and Open Offer Agreement to the extent that they fall to be performed prior to Admission;

(c)  Zeus Capital not having exercised their rights to terminate the Placing and Open Offer Agreement; and

(d)  Admission occurring by not later than 8.00 a.m. on 11 January 2022 (or such later date as the Company and the Joint Brokers may agree in writing, in any event being not later than the Long Stop Date),

(all conditions to the obligations of the Joint Brokers included in the Placing and Open Offer Agreement being together, the " conditions ").

If any of the conditions set out in the Placing and Open Offer Agreement are not fulfilled or, where permitted, waived in accordance with the Placing and Open Offer Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Brokers may agree, provided that the time for satisfaction of the condition set out in (d) above shall not be extended beyond 8.00 a.m. on the Long Stop Date, or the Placing and Open Offer Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by the Joint Brokers, in their absolute discretion by notice in writing to the Company and the Joint Brokers may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Zeus Capital may terminate the Placing and Open Offer Agreement in certain circumstances, details of which are set out below.

Neither the Joint Brokers, the Company nor any of their respective affiliates, agents, directors, officers, employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Brokers.

Termination of the Placing

Zeus Capital may terminate the Placing and Open Offer Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1.  either Joint Broker becomes aware that any statement contained in the Placing Documents (as such term is defined in the Placing and Open Offer Agreement) has become or been discovered to be untrue, incorrect or misleading in any material respect; or

2.  either Joint Broker becomes aware that any of the warranties was, when given, untrue, inaccurate or misleading in any material respect; or

3.  either Joint Broker becomes aware that any of the warranties is not, or has ceased to be, true, accurate or not misleading in any material respect; or

4.  either Joint Broker becomes aware that there is a breach by the Company or a Director of its respective obligations under the Placing and Open Offer Agreement which is in the opinion of Zeus Capital (acting reasonably) is material; or

5.  either Joint Broker becomes aware there has occurred, in the opinion of Zeus Capital (acting in good faith), a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company; or

6.  there has occurred a force majeure event, which, in the opinion of Zeus Capital (acting in good faith), would or would be likely to prejudice materially the Group or the Placing, or make the success of the Placing doubtful.

If the Placing and Open Offer Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Joint Brokers that the exercise by the Company or either Joint Broker of any right of termination or any other right or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of the Company or the Joint Brokers and that neither of the Company nor the Joint Brokers need make any reference to such Placee and that neither the Joint Brokers, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Joint Brokers of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees with the Joint Brokers and the Company (for itself and for any such prospective Placee) that (save where the Joint Brokers expressly agree in writing to the contrary):

(a)  it has read and understood this Announcement in its entirety and that its subscription or acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

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

(c)  it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Group in accepting a participation in the Placing and neither the Joint Brokers, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested any of the Joint Brokers, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

(d)  neither the Joint Brokers, nor any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

(e)  the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for and/or acquire the Placing Shares is contained in the Publicly Available Information and this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information and the information contained in this Announcement;

(f)  neither the Joint Brokers, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information and the information contained in this Announcement;

(g)  it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

(h)  it has not relied on any investigation that the Joint Brokers or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

(i)  the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that none of the Joint Brokers or any persons acting on behalf of it is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Announcement shall exclude any liability of any person for fraudulent misrepresentation;

(j)  the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within a Restricted Territory or in any country or jurisdiction where any such action for that purpose is required;

(k)  it and/or each person on whose behalf it is participating:

(i)  is entitled to subscribe for and/or acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(ii)  has fully observed such laws and regulations;

(iii)  has capacity and authority and is entitled to enter into and perform its obligations as a subscriber and/or an acquirer of Placing Shares and will honour such obligations; and

(iv)  has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription or acquisition of Placing Shares;

(l)  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed for and/or acquired will not be, a resident of, or with an address in, or subject to the laws of, any Restricted Territory, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of any Restricted Territory and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

(m)  the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

(n)  it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act;

(o)  it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the US Securities Act;

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

(q)  neither the Joint Brokers, their affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Brokers and the Joint Brokers have no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

(r)  it has the funds available to pay for the Placing Shares for which it has agreed to subscribe for and/or acquire and acknowledges and agrees that it will make payment to the Joint Broker for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Brokers may, in their absolute discretion determine without liability to the Placee 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 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;

(s)  no action has been or will be taken by any of the Company, the Joint Brokers or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

(t)  the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither the Joint Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to subscribe for and/or acquire Placing Shares pursuant to the Placing and agrees to pay the Company and the Joint Brokers in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Zeus Capital or Ravenscroft or transferred to a CREST stock account of Zeus Capital or Ravenscroft who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

(u)  it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and the Joint Brokers for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

(v)  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

(w)  it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

(x)  it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

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

(z)  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

(aa)  if it is a financial intermediary, as that term is used in the UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Brokers has been given to the offer or resale;

(bb)  if in the United Kingdom, it is a qualified investor within the meaning of the UK Prospectus Regulation and a person: (i) having professional experience in matters relating to investments and who falls within the definition of 'investment professionals' in Article 19(5) of the Order; or (ii) who is a high net worth entity falling within Article 49(2)(a) to (d) of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated;

(cc)  if it is a financial intermediary, as that term is used in the EU Prospectus Regulation (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Brokers has been given to the offer or resale;

(dd)  if in a member state of the EEA, it is a "Qualified Investor" within the meaning of the EU Prospectus Regulation;

(ee)  it has neither received nor relied on any confidential price sensitive information about the Group, other than as disclosed in this Announcement, in accepting this invitation to participate in the Placing;

(ff)  neither the Joint Brokers nor any of their affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

(gg)  neither the Joint Brokers, the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of either of the Joint Brokers, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing and Open Offer Agreement nor the exercise or performance of the Joint Brokers' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

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

(ii)  the Joint Brokers and each of their affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by either of the Joint Brokers and/or any of their affiliates, acting as an investor for its or their own account(s). None of the Joint Brokers or the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

(jj)  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the " Regulations ") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

(kk)  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the UK version of the Market Abuse Regulation (Regulation 596/2014) which is part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended (" UK MAR ") and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

(ll)  in order to ensure compliance with Regulations, any of the Joint Brokers (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Joint Brokers' or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Brokers' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Brokers' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Joint Brokers' (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the Joint Brokers and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

(mm) its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Brokers' conduct of the Placing;

(nn)  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 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;

(oo)  it irrevocably appoints any duly authorised officer of the Joint Brokers as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf (without any obligation to do so) necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

(pp)  the Company, the Joint Brokers and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Brokers, on their own behalf and on behalf of the Company and are irrevocable;

(qq)  if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

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

(ss)  it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

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

(uu)  it represents and warrants that, to the extent it has received any inside information (for the purposes of UK MAR) and section 56 of the Criminal Justice Act 1993) in relation to the Company or any related company subject to UK MAR and the securities of the Company or any such related company, it has not:

(i)  dealt (or attempted to deal) in the securities of the Company or any related company;

(ii)  encouraged, recommended or induced another person to deal in the securities of such company; or

(iii)  unlawfully disclosed inside information in respect of the Company or any related company to any person, prior to the information being made publicly available;

(vv)  it undertakes to the Joint Brokers at the time of making its commitment to acquire Placing Shares that it will confirm in writing to the relevant Joint Broker in the form of confirmation sent by the Joint Brokers to Placees the number of Placing Shares it intends to acquire;

(ww)  as far as it is aware, it is not acting in concert (within the meaning given in the City Code) with any other person in relation to the Company;

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

(yy)  it will not distribute any document relating to the Placing Shares except to underlying investors and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) or for an execution-only or other non-discretionary account or accounts (as to which it has been given the authority to make and is deemed to make the statements set out herein for and on behalf of any and all underlying clients) for investment purposes only;

(zz)  it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for (1) an account with respect to which it exercises sole investment discretion, or (2) an execution-only or other non-discretionary account, and it has the authority or has been given the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

(aaa) time is of the essence as regards its obligations under this Announcement;

(bbb) any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Brokers;

(ccc) the Placing Shares will be issued subject to the terms and conditions of this Announcement; and

(ddd) these terms and conditions in this Announcement and all documents into which this Announcement is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Brokers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Brokers and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by the Joint Brokers, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company or the Joint Brokers shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Joint Brokers accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Brokers in the event that either the Company and/or any of the Joint Brokers has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Announcement are given to the Joint Brokers and the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Brokers do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing and Open Offer Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Brokers may (at their absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Joint Brokers, any money held in an account with any of the Joint Brokers on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Joint Brokers' money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment. No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

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

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

DEFINITIONS

 

"Acquisition"

the conditional acquisition by the Company of the entire issued share capital of Valley Wholesale Carpets

"Acquisition Agreement"

the share purchase agreement dated 14 December 2021 between the Valley Wholesale Carpets Vendors and the Company pursuant to which Likewise agreed to acquire the entire issued share capital of Valley Wholesale Carpets from the Valley Wholesale Carpets Vendors

"Acquisition Completion"

completion of the terms of the Acquisition Agreement

"Admission"

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

"Aggregate Limit"

the principle that no Qualifying Shareholder may receive in excess of such number of Open Offer Shares as would result in their aggregate interest in Ordinary Shares exceeding 29.9 per cent. of the Enlarged Share Capital, such principle being a term of the Open Offer

"AIM"

the market of that name operated by the London Stock Exchange

 

"AIM Rules"

the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require)

"AIM Rules for Companies"

the rules of AIM as set out in the publication entitled "AIM Rules for Companies" published by the London Stock Exchange from time to time

"AIM Rules for Nominated Advisers"

the rules of AIM as set out in the publication entitled "AIM Rules for Nominated Advisers" published by the London Stock Exchange from time to time

"Announcement"

this announcement, including the appendix

"Application Form"

the application form to be used by Qualifying Non-CREST Shareholders under the Open Offer (including under the Excess Application Facility)

"Basic Entitlement"

the number of Open Offer Shares which a Qualifying Shareholder is entitled to subscribe for on the basis of one Open Offer Share for every 33.66548395 Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date

"Board" or "Directors"

the board of directors of the Company

"Business Day"

a day on which banks in the City of London are open for business (excluding Saturdays, Sundays and public holidays in England)

"Cash Consideration"

the cash consideration of £ 24.0 million payable to the Valley Wholesale Carpets Vendors pursuant to the Acquisition Agreement

"certificated" or

"in certificated form"

the description of an Ordinary Share or other security which is not in uncertificated form (that is not in CREST)

 

"Clawback Placing"

the conditional placing, subject to clawback, by Zeus Capital and Ravenscroft (on behalf of the Company) of the Open Offer Shares at the Issue Price

"Clawback Placing Shares"

up to 5,714,285 New Ordinary Shares which have been placed pursuant to the Placing and Open Offer Agreement, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer

"Closing Price"

the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange

"Company" or "Likewise"

Likewise Group plc, a public limited company incorporated in England and Wales under registered number 08010067

"Consideration"

the consideration of £30.0 million consisting of the Cash Consideration, the Deferred Consideration and the Share Consideration, which is to be satisfied by the Company pursuant to the Acquisition Agreement

"Consideration Shares"

the 5.0 million New Ordinary Shares issued to the Valley Wholesale Carpets Vendors to satisfy the Share Consideration

"CREST"

the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)

"CREST Manual"

the compendium of documents entitled "CREST Manual" by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules (including CREST Rule 8), the CREST CCSS Operating Manual and the CREST Glossary of Terms

"CREST payment"

shall have the meaning given in the CREST Manual issued by Euroclear

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from time to time)

"CSOP Scheme"

a company share option plan as defined in section 521 of ITEPA 2003 and which meets the requirements of Schedule 4 to ITEPA 2003

"CSOP Options"

the options to be granted under the CSOP and which meet the requirements of Schedule 4 to ITEPA 2003

"Daily Official List"

the AIM section of the London Stock Exchange Daily Official List

"Deferred Consideration"

the deferred cash consideration of £1.0 million payable to the Valley Wholesale Carpets Vendors on the first anniversary of Acquisition Completion pursuant to the Acquisition Agreement

"EBITDA"

earnings before interest, tax, depreciation and amortisation

"EMI Options"

the share options granted under the EMI Scheme and which are "qualifying options" under the provisions of Schedule 5 of ITEPA 2003

"EMI Scheme"

the Likewise Group Enterprise Management Incentives Options Scheme 2019 (as amended)

"Enlarged Group"

the Group following Acquisition Completion, including the Valley Wholesale Carpets Group

"Enlarged Share Capital"

the entire issued share capital of the Company following completion of the Placing and the Open Offer on Admission, assuming no other Ordinary Shares are issued between the date of this Announcement and Admission

"EU"

the European Union

"Euroclear"

Euroclear UK & Ireland Limited

"Excess Application Facility"

the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer

"Excess CREST Open Offer Entitlement(s) "

in respect of each Qualifying CREST Shareholder, his entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares in accordance with the Excess Application Facility, which is conditional on him taking up his Basic Entitlement in full

"Excess Shares"

Open Offer Shares applied for by Qualifying Shareholders in accordance with the Excess Application Facility

"Excluded Overseas Shareholders"

other than as agreed by the Company and the Joint Brokers or as permitted by applicable law, Shareholders who are located in or have registered offices in a Restricted Jurisdiction

"Ex-entitlement Date"

the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 17 December 2021

"Existing Ordinary Shares"

the 192,374,194 Ordinary Shares in issue at the date of this Announcement being the entire issued share capital of the Company prior to the Placing and the Open Offer

"FirmPlacing"

the conditional firm placing by Zeus Capital and Ravenscroft (on behalf of the Company) of the Firm Placing Shares at the Issue Price

"FirmPlacing Shares"

34,285,715 New Ordinary Shares conditionally placed for cash with investors pursuant to the Placing in accordance with the terms of the Placing and Open Offer Agreement and whose allotment and issue is conditional (amongst other things) on the passing of the Placing and Open Offer Resolutions

"FSMA"

the Financial Services and Markets Act 2000 (as amended)

"FY21"

the financial year ending 31 December 2021

"General Meeting"

the general meeting of the Company to be held at 10.00 a.m. on 10 January 2022

"Good Leaver"

a leaver by reason of death, injury, critical illness, disability, retirement, or their employer company or business ceasing to be a member of the Group

"Group"

Likewise, its subsidiaries and subsidiary undertakings

"Issue Price"

35 pence per New Ordinary Share

"ITEPA 2003"

the Income Tax (Earnings and Pensions) Act 2003

"Joint Brokers"

Zeus Capital and Ravenscroft

"London Stock Exchange"

London Stock Exchange plc

"Long Stop Date"

28 February 2022

"Management Options"

non tax-advantaged share options granted under the EMI Scheme and which are not "qualifying options" under the provisions of Schedule 5 of the ITEPA 2003

"New Ordinary Shares"

the new Ordinary Shares to be issued pursuant to the Placing, the Open Offer and the Acquisition

"Notice of General Meeting"

the notice of General Meeting

 

"Open Offer"

the conditional invitation by the Company to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price

"Open Offer Shares"

up to 5,714,285 New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer

"Ordinary Shares"

ordinary shares of £0.01 each in the capital of the Company

"Overseas Shareholder"

a Shareholder who has a registered address outside the United Kingdom, or who is a citizen or resident of, or is incorporated or registered in, a country other than the United Kingdom, or who is holding Ordinary Shares for the benefit of such a person (including, without limitation and subject to certain exceptions, custodians, nominees, trustees and agents)

"Placees"

the persons who have agreed to subscribe for the Placing Shares

"Placing"

together, the Firm Placing and the Clawback Placing

"Placing and Open Offer Agreement "

the conditional agreement dated 14 December 2021 relating to the Placing and the Open Offer, between the Company (1), Zeus Capital (2) and Ravenscroft (3)

"Placing and Open OfferResolutions"

the resolutions numbered 1 and 2 to be proposed at the General Meeting as set out in the Notice of General Meeting

"Placing Shares"

together, the Firm Placing Shares and the Clawback Placing Shares

"Proposals"

the Placing, the Open Offer, the Acquisition, Admission, the Share Premium Reduction and the Share Option Plans

"Qualifying CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in uncertificated form

"Qualifying Non-CREST Shareholders "

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders

"Ravenscroft"

Ravenscroft Consultancy & Listing Services Limited, a company incorporated in Guernsey with company number 67129, licensed and regulated by the Guernsey Financial Services Commission

"Record Date"

6.00 p.m. on 13 December 2021

"Regulatory Information Service" or "RNS"

has the meaning given in the AIM Rules for Companies

"Remuneration Committee"

the remuneration committee of the Board, as constituted from time to time

"Resolutions"

together, the Placing and Open Offer Resolutions, the Share Premium Reduction Resolution and the Share Option Resolutions

"Restricted Jurisdictions"

each of Australia, New Zealand, Canada, Japan, the Republic of South Africa, the Republic of Ireland and the United States and "Restricted Jurisdiction" means any one of them

"SAYE Scheme"

the Likewise Group Share Save Scheme 2019 (as amended)

"Share Consideration"

£5.0 million of the Consideration to be satisfied by the issue of the Consideration Shares in accordance with the terms of the Acquisition Agreement

"Shareholders"

the holders of Ordinary Shares from time to time, each individually a "Shareholder"

"Share Option Plans"

together, the CSOP and the EMI Scheme

"Share Option Resolutions"

the resolutions numbered 4, 5 and 6 to be proposed at the General Meeting as set out in the Notice of General Meeting

"Share Premium Reduction"

the proposed reduction of the share premium account of the Company by £22.0 million details of which are set out in this announcement

"Share Premium Reduction Resolution"

the resolution numbered 3 to be proposed at the General Meeting as set out in the Notice of General Meeting

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"uncertificated" or "uncertificated form"

recorded on the relevant register or other record of the Ordinary Shares or other security concerned as being held in uncertificated form in CREST and, title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"Valley Wholesale Carpets"

Valley Wholesale Carpets (2004) Limited

"Valley Wholesale Carpets Group"

Valley Wholesale Carpets, its subsidiaries and subsidiary undertakings

"Valley Wholesale Carpets Vendors"

Stephen Mitchell and Kate Mitchell

"Zeus Capital"

Zeus Capital Limited, a company incorporated in England and Wales with company number 04417845, authorised and regulated by the Financial Conduct Authority

 

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