Information  X 
Enter a valid email address

MySale Group PLC (MYSL)

  Print   

Tuesday 20 August, 2019

MySale Group PLC

Outcome of Strategic Review and proposed Placing

RNS Number : 5998J
MySale Group PLC
20 August 2019
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, 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, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT AND AT THE START OF THE APPENDIX.

 

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 MYSALE 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 MYSALE GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR").  IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR.  THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT THEREFORE THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

 

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN THE APPENDIX.

 

MySale Group plc

 

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

 

Outcome of Strategic Review and proposed Placing of a minimum of £10.0 million

 

MySale (AIM: MYSL), a leading international online retailer, announces the outcome of its Strategic Review and a proposed placing (the "Placing"), to be executed by way of an accelerated bookbuild to raise a minimum of £10.0 million (before expenses) via a conditional placing of new Ordinary Shares at a price of 2 pence per Ordinary Share.

 

Outcome of the Strategic Review

 

·      The Placing enables the repayment of the Group's bank debt, meaning the Group will operate on a debt free basis and is expected to deliver positive cashflow. The Placing will support the acceleration of the Group's 'ANZ First' strategy, transitioning the Group into an ANZ-focused retail marketplace platform, providing a compelling sales channel for domestic and international brands;

·      Shareholders representing approximately 79 per cent. of the issued share capital of the Company have demonstrated their support for the Placing, by undertaking to vote their shares in favour of the Resolution to approve the Placing at the general meeting;

·      This transition will involve the continued sell down of nearly all of the Group's 'ownbuy' stock, removing the requirement for this working capital to be tied up in inventory;

·      A significantly reduced cost base as a result of restructuring the supply chain, reducing headcount, leveraging the benefits from the investment in the technology platform and operating more efficiently;

·      The Group will continue to build on the flexible and scalable proprietary technology platform and the user focused innovation such as the existing 'buy-now, pay-later' OurPay product and margin enhancing Marketing Services offering;

·      The Group will continue to leverage the counter seasonal opportunity that provides a unique solution for international brands to access the Group's customer base in ANZ and South East Asia;  

·      The Group has agreed a strategic marketplace partnership with a leading European online luxury fashion retailer and remains in discussions with further domestic and international retailers; and

·      The Group will strengthen the Board with the appointment of three new additional non-executive and executive directors, including a CFO.

 

Carl Jackson, CEO, commented:                                  

 

"During the last 12 months the MySale business has contended with a series of significant challenges, particularly in its core Australian market. Following the recent period of restructuring and the proposed Placing, I am confident that MySale will emerge as a leaner business, focussed on delivering value via the 'ANZ First' strategy, with a unique marketplace platform providing a compelling counter seasonal and clearance solution for domestic and international retailers."

 

"We could not have reached this point without the significant support shown by our shareholders and lenders for which the Board is grateful. Our focus is now on accelerating the transition to a marketplace platform, by exiting the majority of our online inventory and operating an inventory-light model."

 

"The future offers significant opportunities which we will be well placed to capitalise on. We will be debt free and expect to be cash flow positive. We have a sustainable financial structure, a scalable proprietary technology platform, strong brand partners and a skilful and dedicated team."

 

"Following the changes outlined today the Group's founder and current Executive Vice-Chairman, Jamie Jackson, has decided to step down after the forthcoming General Meeting. Both the Board and I would like to thank Jamie for his vision, drive and leadership and we wish him all the best for the future."

 

 

Highlights of the Placing

 

·      Proposed Placing of a minimum of 500,000,000 new Ordinary Shares at a price of 2 pence per share (the "Placing Price") with new and existing shareholders to raise gross proceeds of a minimum of £10.0 million;

·      Placing to be conducted by way of an accelerated bookbuild process by Nplus1 Singer Advisory LLP ("N+1 Singer") which will be launched in accordance with the terms and conditions set out in this announcement, immediately following this announcement;

·      Books are open with immediate effect;

·      The Placing is conditional on, inter alia, Shareholder approval at the General Meeting and irrevocable undertakings representing approximately 79 per cent. of the Company's issued share capital have been received;

·      A Circular, which will provide further details of the Placing and include a notice convening the General Meeting will be sent to Shareholders following closing of the accelerated bookbuild and a further announcement will be made at that time;

·      The Placing Price represents a discount of approximately 58 per cent. to the Closing Price of 4.75 pence on 19 August 2019, being the last practicable trading day prior to release of this announcement;

·      The net proceeds of the Placing will be primarily used to manage the Group's short-term funding requirements and repay and restructure existing bank facilities under the Conditional Banking Agreement;

·      Consequently, the Company has now terminated the formal sale process under the Code that it had commenced as part of the strategic review; and

·      Proposed Open Offer for up to approximately £2.0 million to be launched in due course.

 

A further announcement will be made on the closing of the Placing, which is expected to occur later today.

Certain of the Directors, being Carl Jackson and Jamie Jackson have indicated their intention to subscribe for Placing Shares in the Placing. Further details of the Placing and any participation by the Directors, will be set out in the announcement to be made on the closing of the Placing.

 

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

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

Market Abuse Regulation:

This announcement is released by MySale Group plc and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

The person responsible for arranging the release of this information is Carl Jackson, Chief Executive Officer of the Company.

Enquiries:

MySale Group plc


Carl Jackson, Chief Executive Officer

+61 (0) 414 817 843

Graeme Burns, Investor Relations

+44 (0) 777 585 4516



N+1 Singer (Nominated Adviser and Broker)

+44 (0) 20 7496 3000

Mark Taylor

Justin McKeegan




MHP Communications (Financial PR Adviser)

+44 (0) 20 3128 8570

Simon Hockridge

Giles Robinson

Pete Lambie


 

Important Notice

 

N+1 Singer is acting as nominated adviser and broker and as agent for and on behalf of the Company for the Placing. N+1 Singer is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer or solicitation would be unlawful.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Company does not intend to register any portion of the issue in the United States or to conduct a public offering of securities in the United States.

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

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 on the AIM market of the London Stock Exchange.

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. 

This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

FURTHER INFORMATION

 

Background to and reasons for the Placing

 

Introduction

 

As previously announced, the Group has continued to experience challenging trading conditions in Australia, its largest market, primarily due to the market disruption caused by changes to Goods & Services Tax (GST) regulation introduced in July 2018, exacerbated by the Group's product mix, international cost base and inventory location. This has had and continues to have a negative impact on the Group's financial performance with declines in revenue, gross profit and gross margin.

On 24 June 2019, the Group announced that the Board had decided to commence a review of the Group's strategic options with a view to maximising value for its stakeholders (the "Strategic Review").  The Strategic Review has considered all types of corporate activity, including raising additional capital to support the ongoing restructuring and rationalisation of the Group, reducing the Group's debt, the sale of certain parts of the Group or the whole of the Group and de-listing of the Company's shares to trading on AIM. As such, the Strategic Review included a formal sale process for the Company.

As part of the Strategic Review, the Board also implemented a detailed action plan to address the ongoing challenges faced by the Group, focusing on its activities and opportunities in the ANZ region through its 'ANZ First' strategy.

Strategic Review

The Company has held discussions with a number of interested parties but in the Board's opinion none of the discussions with these parties would result in a transaction that would adequately reflect the value of the Group, repay the Group's debt and ascribe any value to the equity of MySale. As a result, the Board has decided to terminate the formal sale process and implement the Placing.

Following discussions with the Company's major shareholders and lenders, the Board believes that an equity fundraising to support its 'ANZ First' strategy would provide a better outcome for all of the Group's stakeholders, further details of which are provided below.

'ANZ First' Strategy

In December 2018, as a result of the challenging trading conditions experienced by the Group, the Board instigated an action plan to address these challenges with the aim of reducing operating costs and implementing significant changes to the Group's product mix and strategy, in turn aiming to restore growth in revenue, gross profit and underlying profitability. The main elements of this action plan were as follows:

·       applying the capabilities of the Group's technology platform to unlock cost savings via significant headcount and premises cost reductions, reducing costs from approximately A$74 million in FY18 to approximately A$34 million on an annualised basis during FY20;

·       restructuring of international sourcing and supply with products being supplied directly into ANZ and South East Asia to mitigate the impact of GST;

·       changing the Group's product mix, including relocation of all inventory to the Australian warehouse and increased local sourcing, in order to improve gross profit margins;

·       closing or exiting all the UK and US operations, including the disposal of  the trade and assets of the website cocosa.co.uk to Brandalley UK Limited (which completed in May 2019) and setting up satellite offices to maintain relationships  with key US, UK and European brands;

·       closing the Group's websites in Thailand and the Philippines;

·       exiting wholesale activities which were working capital intensive;

·       completing development work that allowed for variable shipping charges to be applied to purchases, minimising the impact on gross profit margins;

·       unwinding of OwnBuy inventory and reducing the OURPAY debtor book, with cash inflows expected during FY20; and

·       accelerating growth of the MySale Marketing Services businesses, a recently developed and complementary revenue stream with high margin potential.

The Board's 'ANZ First' strategy aims to transform the Group into an ANZ-focused retail marketplace platform with three core partner offerings, being Consignment, Drop Ship and Supplier Sales, with the further development of an International Returns solution for its partners. 

Over the last three years, the Group has invested approximately A$17 million in its technology platform, creating a flexible and fully functional Marketplace platform, which is capable of significant scale with a modest future capital investment requirement. MySale's online retail platform enables a consistent, personalised user experience across all its websites (including mobile) providing a live single customer view.  Additionally MySale's marketplace platform, as a result of its technology investment and automation, significantly improves the on-boarding, product listing, sales curation and order management for its suppliers.

The Group has a significant customer base within the ANZ and South East Asia regions with approximately 770,000 active customers over the last 12 months and over 3.6 million historical customers.  In addition, there are over 1,700 active suppliers that have used the MySale platform in the last 12 months, with the total cumulative number of suppliers in the last five years being approximately 2,500.

The Group has recently agreed a strategic marketplace partnership with a leading European online luxury fashion retailer and remains in discussions with further domestic and international retailers. 

The Board believes that there are further opportunities to expand commercial revenue opportunities through MySale Marketing Services, generating advertising and subscription revenues and leveraging data insights from its technology platform and monetisation of website traffic from supplier and partner programmes.

In light of the working capital constraints that the Group has been subject to, the Board intends to continue to offer the Group's proprietary OurPay application, albeit in a reduced capacity and to selected, higher-value, existing customers.

The Board believes that MySale will be well positioned as a result of it being able to offer flexible solutions to ANZ and international retailers through its MySale Marketplace platform, capable of providing the following services to its retail partners. The Board believes that these services provide a number of further growth opportunities for the Group:

·       Consignment

MySale currently operates a consignment model for approximately 22 suppliers, whereby they locate their inventory in the MySale warehouse in Australia. Typically inventory is managed by the Group, with the supplier paying a warehouse and stock management fee and retaining title until the products are sold. The existing 22 suppliers account for approximately 80 brands representing 120,000 different products.  The Board believes that there is an opportunity to convert its existing supplier base, of approximately 220 suppliers, that currently operate on an 'OwnBuy' basis to the MySale Marketplace platform.  Discussions are ongoing with a number of Australian and UK retail brands to supply product on a consignment basis.

·       Drop Ship

MySale has developed relationships with a number of significant international retail groups and brand partners which has enabled it to create a scalable dropship platform where suppliers integrate directly onto the MySale Marketplace platform and deliver directly to the customer. There are currently 78 active dropship customers.  As a result of MySale's technology platform, brand partners have ability to on-board and self-manage their accounts that the Board expects to deliver economies of scale for both the brand partner and MySale.  The Group has a number of key strategic international accounts that are integrated through API's and the Board believes that there is a considerable opportunity to increase the number of international retail and brand partners looking to access an increasing number of online customers in ANZ.

·       Supplier Sales

MySale's traditional model whereby suppliers deliver products, sold to customers through the MySale websites, to the Group's warehouses which MySale then dispatches to the customer.  Although the Board expects this traditional activity to decline over the medium term, it continues to provide an important solution for suppliers.

·       International Returns Solution

MySale is developing a returns solution for international online retailers, which will provide a lower cost and flexible solution for their overseas returns in ANZ.  International retailers returns will be consolidated in MySale's warehouse facilities and MySale will manage the return process including possible resale through the MySale websites.

Target operating model

The Board's short-term strategic priorities are, amongst others, to be cash generative and continue to invest in the Marketplace platform.

As such, in the current year, the Board expects year-on-year revenues to be approximately 40 per cent. lower than the previous year, at levels last seen in FY12-FY13, reflecting the deliberate shift away from less profitable channels and wholesale activity, as well as a reduction in Outlet and Identity Direct revenues. It is estimated that the majority of the current OwnBuy inventory will be sold-down by the end of FY20 creating cash inflows.

The FY20 cost base is expected to be reduced by circa 43 per cent. on FY19 levels to approximately A$34 million (including PLC related overhead costs), driven primarily by a reduction in headcount from 275 personnel in FY19 to around 148 during FY20, reflecting the shift towards the Marketplace platform. Marketing spend is expected to run at approximately 7 per cent. of Group sales.

These actions are expected to deliver a material reduction in costs and improved business performance, leading to increased levels of profitability and cash generation. Further, the Group will benefit from the working capital cash inflows from debtor collection, sell-down of OwnBuy inventory and receipt of OurPay receivables.

As the plan is executed, the Board is targeting annualised revenues after four years as outlined below:

·       growth in Consignment to approximately A$25 million;

·       reduction in Supplier Sales to approximately A$90 million;

·       growth in Dropship to approximately A$45 million; and

·       stable revenue from Outlet sales of approximately A$4 million.

Assuming these operational revenue targets are met, the Board is targeting gross margins of approximately 28 per cent. after four years. Following the wind-down in working capital in FY20, the Directors expect that future working capital requirements will be relatively modest and annual capital investment at lower than historical levels at approximately A$1.3 million.

Current trading and outlook

 

Financial Outlook

As a result of the ongoing challenging trading conditions experienced by the Group as outlined above, and to ensure that MySale has complied with the terms of its existing banking facilities, the Board has remained focused, inter alia, on reducing costs and improving cash generation.

The focus on improved cashflows from the sell-down of the Group's OwnBuy and Wholesale inventory, has resulted in lower levels of sales and gross margins.  As highlighted in the paragraph above, following the strategic realignment of MySale's operations, in the current year, the Board expects year-on-year revenues to be approximately 40 per cent. lower than the previous year, at levels last seen in FY12-FY13.  The FY20 cost base is being reduced by circa 43 per cent. on FY19 levels to approximately A$34 million (including PLC overhead costs), driven primarily by a reduction in headcount. 

The significantly lower revenue being generated and the restructure of the business will result in a review of the balance sheet and the carrying value of assets, including a detailed review of MySale's inventory. Whilst this review has not yet been undertaken, it is anticipated that there may be significant impairments to the carrying value of such assets.  However, material cash inflows are expected from the sell-down of the remaining OwnBuy inventory.

Current Banking Facilities

The Group currently has total banking facilities of approximately A$20.8 million, consisting of:

·       Trade loan                    A$5.9 million

·       Overdrafts                   A$13.4 million

·       Bank guarantees         A$1.5 million

 

These facilities are provided by United Kingdom and Australian branches of HSBC plc.

 

Conditional Banking Agreement

 

The Company and HSBC have entered into a conditional banking agreement (the "Conditional Banking Agreement"), whereby HSBC has undertaken to:

·       accept a payment of £5.5 million from the Company as full and final settlement of the balance of the facilities (together with any accrued charges and costs); and

·       maintain the day-to-day corporate banking arrangements (other than the debt facilities) for the Company for 180 days.

 

These arrangements are conditional, inter alia, on the Company completing the Placing to raise a minimum of £10.0 million, of which £5.5 million would then pay down the balance of the facilities with HSBC.

In addition, any proceeds above £10.75 million raised in the Placing and Open Offer will be shared 25 per cent. and 75 per cent. between HSBC and the Company, respectively.

Following these repayments by the Company of the HSBC facilities, the Group would be debt free.

Use of proceeds

 

The gross proceeds of the Placing will be primarily used to manage the Group's short-term funding requirements and repay and restructure existing bank facilities under the Conditional Banking Agreement, as follows:

·       £3.2 million to be retained by the Group to support its 'ANZ First' strategy;

·       £1.3 million to replace existing and provide new guarantees; and

·       £5.5 million to repay all existing debt facilities with HSBC, as described above.

The £3.2 million of the Placing proceeds to support the Group's 'ANZ First' strategy will be utilised by the Company as follows:

 

·       to fund the anticipated losses of the Group during FY20 as MySale completes its recovery strategy, returning to profitability and positive cashflow as it focuses on its Marketplace platform;

·       investing in scaling the MySale Marketing Services by adding additional operational capacity and select personnel hires, accelerating the re-engagement of international suppliers and developing the International Returns Solution by on-boarding new UK and international partners; and

·       for general working capital purposes including payment of the estimated fees to implement the Placing.

The Board estimates approximately £1.3 million of the Placing proceeds will be used to replace existing bank guarantees and provide additional cash bank guarantees to the Company's payment processing providers.  The bank guarantees were used as security to the landlords of the Group's two distribution centres in Australia and New Zealand.  Additionally, as a result of the Group's recent trading difficulties, the Directors consider that it is prudent to provide an additional guarantee, if required, to the Company's payment processing providers to ensure continued availability of this service.  A reduction in the level of service or withdrawal of these services would significantly reduce the Group's ability to retain its existing customer base, attract new customers and generate future revenue.

In addition, any further monies received under the Open Offer will be used to support the Company's strategy, as well as for general working capital purposes.

Changes to management team

 

The Board of MySale intends to strengthen the executive management team with a specific mandate to recruit a new Chief Financial Officer.  Jamie Jackson, Executive Vice Chairman, will stand down from the Board at the end of the General Meeting.  In addition, the Board will look to recruit two additional Non-executive directors.

Details of the Placing

 

Terms of the Placing

The Company has conditionally agreed, subject to completion of the Bookbuild, to raise a minimum of £10.0 million (before expenses) through the issue and allotment of Placing Shares to new and existing Shareholders. The Placing Price represents a discount of approximately 58 per cent. to the closing mid-market price of 4.75 pence per Ordinary Share on 19 August 2019 (being the last practicable trading day prior to release of this announcement).

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects and not having been terminated prior to Admission. The Placing Agreement is conditional, inter alia, upon the following:

(i)               the passing of the first of the Resolutions to be proposed at the General Meeting;

(ii)              Admission becoming effective by not later than 8.00 a.m. on 11 September 2019 (or such later time and/or date as N+1 Singer and the Company may agree, not being later than 8.00 a.m. on 18 September 2019); and

(iii)             the Conditional Banking Agreement not having been terminated or rescinded prior to Admission.

The Placing will result in the issue of a minimum of 500,000,000 Placing Shares (representing approximately 76 per cent. of the Enlarged Issued Share Capital).  The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and will rank for all dividends or other distributions declared, made or paid after the date of issue of the New Ordinary Shares. 

Application will be made for the New Ordinary Shares to be admitted to trading on AIM.  It is expected that Admission will become effective on 11 September 2019 and that dealings for normal settlement in the Placing Shares will commence at 8.00 a.m. on 11 September 2019.

The Articles restrict the ability for Directors to allot and issue Ordinary Shares for cash otherwise than on a pre-emptive basis. Given that the Company does not have sufficient existing authority to allot the Placing Shares for cash on a non pre-emptive basis, Shareholders are being asked to approve the grant of additional authority pursuant to the first of the Resolutions.

Impact on Existing Shareholders

Following Admission, and assuming the minimum number of Placing Shares are issued, the Existing Ordinary Shares will comprise at least 76 per cent. of the Enlarged Issued Share Capital. As a consequence, existing Shareholders who do not participate in the Placing will be diluted by at least 76 per cent.

The Company acknowledges that it is seeking to raise a significant proportion of its issued share capital otherwise than on a pre-emptive basis and, accordingly, members of the Board have consulted with the Company's major institutional shareholders ahead of the Company's decision to undertake the Placing. The Board considers the current Placing structure is the most efficient means by which the Company can raise necessary finance at this time and is in the best interests of the Company as it provides maximum fundraising certainty at a time when the Company is in a difficult financial position.

Placing Agreement

Pursuant to the terms of the Placing Agreement, N+1 Singer as agent for the Company, have agreed to use their reasonable endeavours to procure placees for the Placing Shares at the Placing Price. The Placing is not underwritten.

The Placing Agreement contains warranties from the Company in favour of N+1 Singer, in relation to, inter alia, the accuracy of the information contained in the documents relating to the Placing and certain other matters relating to the Company and its business. In addition, the Company has agreed to indemnify N+1 Singer in relation to certain liabilities that it may incur in respect of the Placing.

N+1 Singer may terminate the Placing Agreement in certain circumstances (including for breach of warranty at any time prior Admission, if such breach is considered by N+1 Singer to be material in the context of the Placing) and in the event of a force majeure event or material adverse change occurring at any time prior to Admission.

Details of the Proposed Open Offer

 

In order to provide existing Shareholders who do not take part in the Placing with an opportunity to reduce the dilution in their existing shareholding, the Company intends to provide Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares, pro-rata to their existing shareholding, at the Placing Price. A circular containing further details of the Open Offer is expected to be despatched to Shareholders at a later date.

The Articles restrict the ability for Directors to allot and issue Ordinary Shares for cash otherwise than on a pre-emptive basis. The Directors expect that the Open Offer will only be extended only to Qualifying Shareholders, so will not strictly be made on a pre-emptive basis. Given that the Company does not have sufficient existing authority to allot the Open Offer Shares for cash on a non pre-emptive basis, Shareholders are being asked to approve the grant of additional authority pursuant to the second of the Resolutions at the General Meeting so as to avoid the need for a further general meeting in connection with the Open Offer.  

End of Offer Period

 

It has been agreed with the Panel on Takeovers and Mergers that the formal sale process, as announced on 24 June 2019, has now been terminated and, consequently, the Company is no longer considered to be in an "offer period" as defined in the Code.

Options to be issued

 

The Board believes that following Admission, the success of the Group will depend to a significant degree on the future of the Directors and senior management team, as well as recognising the importance of ensuring that employees are well motivated and identify closely with the success of the Group.

Accordingly, the Board expects that following Admission, it will introduce a new share incentive scheme to replace any existing share incentive arrangements.  It is envisaged that share options and incentives will be granted over a maximum of 10 per cent. of the enlarged issued share capital.

General Meeting

 

The Placing is conditional upon, inter alia, the Shareholder approval to be sought at the General Meeting. A notice convening the General Meeting to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, at 11.00 a.m. on 9 September 2019 will be set out in a Circular which will be sent to Shareholders shortly following closing of the Placing and a further announcement will be made at that time.

Irrevocable Voting Undertakings

The Company has received irrevocable voting undertakings from certain Directors and Shareholders (the "Irrevocable Undertakings") to vote in favour of the Resolutions, accounting for 122,814,522 Existing Ordinary Shares representing approximately 79 per cent. of the existing issued share capital. Having secured the Irrevocable Undertakings, the Company will secure at least 75 per cent. of shareholder votes in favour of the Resolutions to be put to the General Meeting.

Importance of the vote at the General Meeting

 

IF THE RESOLUTIONS ARE NOT PASSED AT THE GENERAL MEETING, NEITHER THE PLACING NOR THE OPEN OFFER WILL PROCEED AND (IN THE ABSENCE OF NEW OR REVISED OFFERS FOR THE COMPANY OR ITS BUSINESS) THE DIRECTORS EXPECT THAT THE DIRECTORS MAY BE REQUIRED TO PLACE MEMBERS OF THE GROUP INTO ADMINISTRATION AND/OR SELL ITS BUSINESS OR ASSETS. THE DIRECTORS DO NOT EXPECT THAT, IN SUCH CIRCUMSTANCES, THE SHAREHOLDERS WOULD RECEIVE ANY VALUE FOR THEIR EXISTING ORDINARY SHARES.



 

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT"), IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT 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 OF THE COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS RESTRICTED AND IS 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.  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) ARE PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) 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 ANNOUNCEMENT 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.

INFORMATION TO DISTRIBUTORS 

FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF EACH OF (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND FOR NO OTHER PURPOSES, N+1 SINGER HAS CARRIED OUT AN ASSESSMENT OF THE ORDINARY SHARES AND HAS DETERMINED THEM TO BE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED UNDER THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT").

ALL DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF ORDINARY SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE ORDINARY SHARES OFFER NO CERTAINTY OF INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE ORDINARY SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO: (I) DO NOT NEED A CERTAIN AND PROTECTED INCOME OR CAPITAL PROTECTION; AND (II) (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS ADDITIONAL TO THE RESTRICTIONS CONTAINED WITHIN THE TERMS OF THE PLACING. IN ALL CIRCUMSTANCES, N+1 SINGER WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR OTHERWISE; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE ORDINARY SHARES.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE ORDINARY SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

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 OF 1933, AS AMENDED (THE "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 SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  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 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.

No action has been taken by the Company, N+1 Singer or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

All offers of the Placing Shares will be made on the basis that no document relating to the offer constitutes a prospectus for the purposes of the Companies Law.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or in any other jurisdiction.  Accordingly, the Placing Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Notwithstanding the foregoing and any other provision of this announcement, the Company reserves the right to permit any investor to apply for Placing Shares if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

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 this "Important Information" section of this Announcement.

Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

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

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

2.1             it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive;

2.2             in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

2.2.1          the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer and the Company has been given to the offer or resale; or

2.2.2          where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

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

4                 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 Appendix; and

5                 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 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA or any other regulatory body in any Relevant Member State or Jersey in relation to the Placing or the Placing 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 Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (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 N+1 Singer, the Company or any other person and none of N+1 Singer, 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 a participation in the Placing.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

N+1 Singer has today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, N+1 Singer, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Placing Price, such subscription commitments being conditional upon the conditions (summarised below) being satisfied by the Company or otherwise waived by N+1 Singer. 

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 Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place at 8.00 a.m. on or around 11 September 2019 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1                 N+1 Singer is acting as nominated adviser, financial adviser and broker to the Placing, as agent for and on behalf of the Company.  N+1 Singer is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of N+1 Singer or for providing advice in relation to the matters described in this Announcement. 

2                 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by N+1 Singer to participate.  N+1 Singer and any of its respective affiliates are entitled to participate in the Placing as principal.

3                 All offers of the Placing Shares will be made on the following conditions:

3.1             the offer will be addressed to an identifiable category of persons to whom it is directly communicated on behalf of the Company by N+1 Singer (or any of its respective affiliates);

3.2             the members of that category are the only persons who may accept the offer and they are in possession of sufficient information to be able to make a reasonable evaluation of the offer, and

3.3             the number of persons in Jersey or elsewhere to whom the offer is so communicated does not exceed 50.

4                 The Placing Price will be payable by all Placees to N+1 Singer (as agent of the Company). The Placing Price and number of Placing Shares will be agreed between the Company and N+1 Singer at the close of the Bookbuild and confirmed to Placees by telephone and/or email along with their final allocation, and will be disclosed in the announcement confirming the result of the Placing.

5                 Each Placee's allocation is determined by N+1 Singer in its discretion following consultation with the Company and has been or will be confirmed orally by N+1 Singer and a Form of Confirmation will be dispatched 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 N+1 Singer and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with N+1 Singer and the Company's prior written consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

6                 Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to such each Placee by N+1 Singer. The terms of this Appendix will be deemed incorporated in that Form of Confirmation.

7                 Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

8                 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 issued pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

9                 All obligations of N+1 Singer 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 prior to Admission on the basis referred to below under "Termination of the Placing".

10              By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

11              To the fullest extent permissible by law and applicable FCA rules, none of (a) N+1 Singer, (b) the Company (c) any of N+1 Singer's or the Company's respective affiliates, agents, directors, officers, consultants, (d) to the extent not contained within (a) or (b), any person connected with N+1 Singer or the Company as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate") or (e) any person acting on N+1 Singer'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 N+1 Singer nor the Company nor any of their respective 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 N+1 Singer and the Company may agree.

 

Registration and Settlement

Settlement of transactions in the Placing Shares will take place inside the CREST system.

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST.

The Company will procure the delivery of the Placing Shares to CREST accounts operated by N+1 Singer for the Company and N+1 Singer will enter their delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in N+1 Singer's opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

In such circumstances, following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing may be sent a conditional trade confirmation stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide N+1 Singer with funds sufficient to purchase such securities prior to the Settlement Date (set out below).

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

It is expected that settlement will take place on or about 11 September 2019 in CREST on a basis in accordance with the instructions set out in the conditional trade confirmation. Settlement will be through N+1 Singer against CREST ID: ATMAY.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a conditional trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with N+1 Singer.

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

Trade Date: 9 September 2019

Settlement Date: 11 September 2019 (Electronic)

ISIN code for the Placing Shares: JE00BMH4MR96

SEDOL code for the Placing Shares: BMH4MR9

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which none of the Company or N+1 Singer will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and N+1 Singer in the event that the Company or N+1 Singer has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify N+1 Singer accordingly.

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

Conditions of the Placing

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

The obligations of N+1 Singer under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a)              none of the warranties or undertakings given in the Placing Agreement being or having become untrue, inaccurate or misleading at any time before Admission, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings given in the Placing Agreement or which would constitute a Specified Event;

(b)              there having been no Material Adverse Change prior to Admission;

(c)              the performance by the Company of its obligations under the Placing Agreement to the extent they fall to be performed prior to Admission;

(d)              the due convening of the General Meeting and passing of the Resolution thereat without amendment;

(e)              the Conditional Banking Agreement not having been terminated or rescinded prior to Admission; and

(f)               Admission occurring by not later than 8.00 a.m. on 11 September 2019 (or such later date as the Company and N+1 Singer may agree in writing, in any event being not later than 18 September 2019), 

(all conditions to the obligations of N+1 Singer included in the Placing Agreement being together, the "conditions").

If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and N+1 Singer may agree, provided that the time for satisfaction of the conditions shall not be extended beyond 8.00 a.m. on 20 September 2019), the Placing Agreement shall terminate in accordance with its terms.

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 N+1 Singer, in its absolute discretion by notice in writing to the Company and N+1 Singer 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.

N+1 Singer may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers or 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 nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of N+1 Singer.

Termination of the Placing

N+1 Singer may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1                 it comes to the attention of N+1 Singer that any of the warranties contained in the Placing Agreement were not true or accurate, or were misleading: (a) when given or deemed given; or (b) at any time if they are repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) would no longer be true and accurate, or would be misleading;

2                 it comes to the attention of N+1 Singer that the Company has failed to comply with its obligations under the Placing Agreement, the Companies Law, the Companies (General Provisions) (Jersey) Order 2002, FSMA, the AIM Rules or other applicable law;

3                 it comes to the attention of N+1 Singer that any statement contained in the Issue Documents has become or been discovered to be untrue, inaccurate or misleading; or

4                 there shall have developed or occurred any change in national or international financial, monetary, economic, political, environmental or stock market conditions which, in the opinion of N+1 Singer will, is or is likely to be, prejudicial to the Group or to the Placing and Admission.

If the Placing 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 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 N+1 Singer that the exercise by the Company or N+1 Singer of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or N+1 Singer and that neither the Company nor N+1 Singer need make any reference to such Placee and that neither N+1 Singer, 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 N+1 Singer 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 (for itself and for any such prospective Placee) that (save where N+1 Singer and the Company expressly agrees in writing to the contrary):

1                 it has read and understood this Announcement in its entirety and that its subscription for 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;

2                 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 Directive; and (b) has been or will be prepared in connection with the Placing;

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

4                 it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing and neither N+1 Singer, 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 N+1 Singer, 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;

5                 neither N+1 Singer, any person acting on its behalf or any of its affiliates, agents, directors, officers or employees has or shall have any liability for any information, representation or statement contained in this Announcement, 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;

6                 the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, 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 this Announcement and the Publicly Available Information;

7                 neither N+1 Singer, 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 this Announcement or any Publicly Available Information;

8                 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;

9                 it has not relied on any investigation that N+1 Singer, the Company or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

10              the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither N+1 Singer nor any person 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 Appendix shall exclude any liability of any person for fraudulent misrepresentation;

11              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 the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of  Ireland, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

12              it and/or each person on whose behalf it is participating:

13              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 will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa, 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 Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

14              the Placing Shares have not been, and will not be, registered under the 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 Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 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 Securities Act for the re-offer, resale, pledge or transfer of the Placing Shares;

15              if the Placing Shares are being acquired for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

16              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 Securities Act;

17              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 in violation of the Securities Act or any other securities law of any state or other jurisdiction of the United States;

18              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;

19              it is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S under the Securities Act;

20              neither N+1 Singer, its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it or 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 N+1 Singer and N+1 Singer has 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 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;

21              it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to N+1 Singer (as agent for the Company) 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 (the benefit of which shall be retained by the Company) on such terms as N+1 Singer may, in its absolute discretion, determine without liability to the Placee and it will remain liable to the Company 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;

22              no action has been or will be taken by any of the Company, N+1 Singer 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;

23              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 N+1 Singer 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 acquire Placing Shares pursuant to the Placing and agrees to pay the Company and N+1 Singer 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 N+1 Singer or transferred to a CREST stock account of N+1 Singer which will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

24              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 N+1 Singer 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);

25              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;

26              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 prior to the expiry of a period of six months from Admission 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 FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

27              it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Order and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) of the Prospectus Directive. For such purposes, it 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;

28              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 FSMA) relating to Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges:

28.11.1     used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

28.11.2     used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

28.11.3     disclosed such information to any person, prior to the information being made publicly available;

29              by participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, N+1 Singer 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 Appendix or incurred by N+1 Singer, 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 Appendix shall remain in full force and effect after 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 neither the Company nor N+1 Singer 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 should notify N+1 Singer 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 N+1 Singer in the event that either the Company and/or N+1 Singer has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to N+1 Singer for itself and on behalf of its affiliates, agents, directors, officers and employees and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that N+1 Singer does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that N+1 Singer may (at its absolute discretion) satisfy its obligation 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 N+1 Singer, any money held in an account with N+1 Singer 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 N+1 Singer's 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 Placing 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 or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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 USED IN THIS ANNOUNCEMENT

 

"Admission"

the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM"

the market of that name operated by the London Stock Exchange

"AIM Rules"

the rules for companies with a class of securities admitted to AIM and their nominated advisers governing the admission to and operation of AIM as published by the London Stock Exchange from time to time

"ANZ "

Australia and New Zealand

"Articles"

the Company's articles of association, from time to time

"Board" or "Directors"

the board of directors of the Company

"Bookbuild"

the accelerated bookbuild process to be conducted by N+1 Singer to arrange participation by Placees in the Placing

"certificated" or "in certificated form"

an Ordinary Share which is not in uncertificated form (that is, not in CREST)

"Circular"

the circular to be sent to Shareholders enclosing the notice of the General Meeting

"Closing Price"

"Company" or "MySale"

the closing price of an Ordinary Share  as derived from AIM

MySale Group plc

"Conditional Banking Agreement"

the agreement entered into between the Company and HSBC on 20 August 2019 pursuant to which HSBC has agreed, amongst other things, to release all outstanding indebtedness and security as further described above

"Code "

the UK City Code on Takeovers and Mergers

"Companies Law"

the Companies  (Jersey) Law 1991 as amended

"CREST"

the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form

"Directors"

the directors of the Company, or any duly authorised committee thereof

"Enlarged Issued Share Capital"

the Company's issued share capital immediately after completion of the Placing

"Euroclear"

Euroclear UK & Ireland Limited, the operator of CREST

"Existing Ordinary Shares"

the 154,331,652 Ordinary Shares in issue as at the date of this announcement

"FCA"

the Financial Conduct Authority

"FSMA"

the Financial Services and Markets Act 2000, as amended

"General Meeting"

the general meeting of the Company to be held at the office of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL at 11.00 a.m. on 9 September 2019, or any adjournment thereof

"Group"

the Company and its subsidiaries (as defined in the Companies Law)

"Irrevocable Undertakings"

The irrevocable undertakings received on or about the date hereof by the Company from certain Directors and Shareholders to vote in favour of the Resolutions

"Issue Documents"

the documents to be issued in connection with the Placing

"London Stock Exchange"

London Stock Exchange plc

"MAR"

the Market Abuse Regulation (EU/596/2014)

"Material Adverse Change"

any material adverse effect or change in or affecting, or any development reasonably likely to involve a prospective material adverse effect or change in or affecting the business, condition (financial, operational, legal or otherwise) or in the earnings, management, business affairs, solvency, credit rating, results of operations, assets or prospects of the Company and/or the Group (taken as a whole), whether or not arising in the ordinary course of business

"N+1 Singer"

Nplus1 Singer Advisory LLP (registered in England and Wales with registered number OC364131) whose registered office is at One Bartholomew Lane, London EC2N 2AX, the Company's nominated adviser and broker

"Ordinary Shares"

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

"Open Offer"

means the conditional offer that may be made by the Company to certain qualifying shareholders inviting them to apply to subscribe for new Ordinary Shares on the terms and subject to the conditions set out in a circular to be despatched to certain shareholders at the relevant time

"Open Offer Shares"

Ordinary Shares which would be subject to the Open Offer

"Placee"

persons procured or to be procured by N+1 Singer to subscribe for the Placing Shares pursuant to the Placing Agreement

"Placing"

the conditional placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement

"Placing Agreement"

the conditional agreement dated 20 August 2019 between the Company and N+1 Singer relating to the Placing

"Placing Price"

2 pence per Placing Share

"Placing Shares"

new Ordinary Shares to be issued in connection with the Placing

"Qualifying Shareholders"

Shareholders whose Ordinary Shares are on the register of members of the Company at the relevant time with the exclusion of any such shareholder (subject to exceptions) with a registered address or located or resident in restricted jurisdictions

"Regulatory Information Service"

any of the services for the dissemination of information by listed issuers on the list of Regulatory Information Services maintained by the FCA

"Resolutions"

the resolutions to be proposed at the General Meeting as set out in the notice of General Meeting to be convened for 9 September 2019

"Securities Act"

the United States Securities Act of 1933, as amended

"Shareholders"

holders from time to time of Ordinary Shares

"Specified Event"

an event occurring or matter arising on or after the date of the Placing Agreement and before Admission which, if it had occurred before the date of the Placing Agreement, would have rendered any of the warranties in the Placing Agreement untrue or incorrect that is material in the context of the Company and the Group

"Substantial Shareholders"

Shelton Capital Limited, Schroder Asset Management and Lombard Odier Asset Management

"uncertificated" or "in uncertificated form"

recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

the United States of America, its territories and possessions and

any state of the United States and the District of Columbia

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
MSCEBLBLKVFZBBB

a d v e r t i s e m e n t