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Friday 29 July, 2016

Satellite Solutions

Proposed Acquisitions and Placing

RNS Number : 6424F
Satellite Solutions Wldwide Grp PLC
29 July 2016
 

 

 

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

 

 

Satellite Solutions Worldwide Group plc

("SSW" or the "Company")

 

Proposed Earnings Enhancing Acquisitions of Breiband and SkyMesh

and

Proposed Placing by way of an accelerated bookbuild to raise £12.1 million

 

Satellite Solutions Worldwide Group plc (AIM: SAT), the global communications company specialising in the provision of rural and last-mile broadband, announces the conditional acquisitions of Breiband.no A.S. ("Breiband") and the operations and related assets of SkyMesh Pty Ltd ("SkyMesh") (together "the Acquisitions") for a total consideration of £11.7 million.  Both businesses provide rural broadband solutions via satellite and fixed wireless to consumers and businesses in Norway and Australia respectively.

 

The Company is seeking to raise £12.1 million through the issue of new ordinary shares of the Company of £0.01 each ("Ordinary Shares") at not less than 6p a share by way of an accelerated bookbuild, the net proceeds of which will be used to satisfy the cash consideration of £9.1 million with retentions of £1m and for general working capital purposes.

 

Highlights

·     Transformational acquisitions of Breiband (Norway) and SkyMesh (Australia), both expected to be earnings enhancing in this financial year

·     Provide entry into the attractive and high growth Nordic and Australian markets

·     Breiband and SkyMesh have a combined customer base of c.41,000 customers, the addition of which will more than double SSW's existing global customer base to over 75,000 customers

Breiband generated £8.2m revenue and £1.1m EBITDA from a customer base of 13,000 (FY2015) and continues to grow in a high growth market

SkyMesh generated £7.8m revenue and £0.6m EBITDA from a customer base of 28,000 (FY2015). Since the Government backed Sky Muster satellite programme became operational in April 2016, the total addressable market is c.400,000 premises

Acquiring complementary new technology platforms for fixed wireless broadband

Retention of key management will enhance the knowledge base of the Enlarged Group

Post completion, the Enlarged Group will be the leading satellite broadband provider in the UK, one of the largest across Europe and in the global top five

·     Post completion the Company will have raised a total of £24m via the Placing and the BGF funding as announced on 7 July 2016

·     Total Acquisition consideration of £11.7m to be satisfied through a combination of the cash consideration of £9.1 million with retentions of £1m and £1.6 million to be satisfied via the issue of an estimated 26,482,687 new Ordinary Shares1 ("Vendor Shares")

Of the cash element there will be a retention of AUS $0.90 million (£0.51 million) for 90 days in respect of Skymesh, and of NOK 6.09million (£0.54 million) for 18 months in respect of Breiband

Placing to raise £12.1m (gross) at not less than 6p per Ordinary Share to fund cash consideration and general working capital requirements

 

1.     Estimate based on the GBP: NOK exchange rate of 11.21 and GBP: A$ rate of 1.75 as at 28 July 2016, being the last day prior to this announcement. The exact amount of Vendor Shares to be issued will be fixed based on prevailing rates the day prior to Admission.

 

Trading Update

1H 2016 results will be announced before the end of August and are expected to report:

·     Organic revenues continue to increase

·     1H FY16 gross margin is expected to be higher than the comparative period

·     Of the first 8 acquisitions there has been a strong performance with

Increasing net new customers on a monthly basis

Increasing average revenue per user ("ARPU") by approximately 13%

Expanded gross and operating margins

·     FY16 Group Revenue is expected to increase substantially over the comparative period as the number of customers expected to grow from 25,000 to 75,000 in the second half of the year

·     Existing group operations profitable at an EBITDA level on monthly basis from July 2016

 

The Placing and the Bookbuild

 

The Company proposes to fund the Acquisitions through a conditional placing, via an accelerated book build, of up to 201,666,666 new Ordinary Shares ("Placing Shares") to raise gross proceeds of £12.1 million at a placing price of not less than 6 pence per Ordinary Share (the "Placing Price") (the "Placing").

 

Arden Partners plc ("Arden" or the "Broker") is acting as Broker to the Company in connection with the Placing and Strand Hanson Limited ("Strand") is acting as Nominated Adviser. Oakley Capital Limited ("Oakley") is acting as Financial Adviser to the Company. The Placing is governed by the terms and conditions of the placing agreement dated 29 July 2016 (the "Placing Agreement").

 

Conditional placing to raise proceeds of £12.1 million (gross) for the Company:

 

·     All of the Directors are intending to subscribe pursuant to the Placing.

·     In total, up to 201,666,666 Placing Shares to be issued pursuant to the Placing (including the Director subscription).

·     The net proceeds of the Placing will be used to finance the cash consideration payable under the Acquisition agreements and for general working capital purposes.

·     The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix I to this Announcement.

·     Application will be made for the Placing Shares to be admitted to trading on AIM.  It is expected that admission and dealings in the Placing Shares will commence at 8.00 a.m. on 04 August 2016 and that the Acquisitions will complete at the same time ("Admission").

·     The Placing is conditional, inter alia, upon Admission becoming effective.

·     The Placing has been launched with the aim of broadening the Company's institutional shareholder base and to minimise the time and transaction costs of the fundraising.

 

Satellite Solutions Worldwide Group plc CEO Andrew Walwyn commented: "Breiband and SkyMesh significantly enhance our scale, reach and financial capabilities. Coming so soon after the pivotal BGF backed acquisition of Avonline in the UK, these deals underwrite our position as one of Europe's largest rural broadband solutions providers.

 

"However, the Company is now not solely about satellite; it is about the provision of internet to customers via the most efficient, highest margin technology, given a particular marketplace and geography. Breiband gives us access to new technologies and delivery mechanisms, which opens up new possibilities and consolidation opportunities.

 

"SkyMesh is already benefiting greatly from the Australian government's investment in satellite infrastructure to bridge the digital divide within its country. I believe this will provide significant organic growth in the future through SkyMesh in Australia and beyond.

 

"We are delighted to have attracted such high calibre investment supporting our roll-up strategy, including the £12m funding from Business Growth Fund announced earlier this month, and look forward to further consolidating our position. The fact that post completion we will have completed three significant transactions post the Brexit vote shows how far the Company has come since joining the market last year.

 

"We have now moved from a relatively small operator to one of the largest in Europe in only 16 months since flotation. User numbers have increased almost seven-fold from 11,000 to over 75,000. We are ahead of schedule for our target of 100,000 users by the end of 2017, and will continue the work on integrating Avonline, Breiband and SkyMesh whilst remaining focused on organic growth but will consider further acquisitions in the future when suitable opportunities arise."

 

 

Enquiries:

 

Satellite Solutions Worldwide Group PLC

www.satellitesolutionsworldwide.com

Andrew Walwyn, Chief Executive Officer

Via Walbrook PR



Strand Hanson (Nominated Adviser)

Tel: +44 (0)20 7409 3494

Andrew Emmott / Ritchie Balmer

 


Arden Partners plc (Broker)

Tel: +44 (0)20 7614 5900

Catherine Miles / James Felix / Ciaran Walsh

 


Walbrook PR (PR advisers)

Tel: +44 (0)20 7933 8790

Paul Cornelius / Nick Rome

 


 

Oakley Capital (Financial Adviser)

Chris Godsmark / Victoria Boxall

Tel: +44 (0)20 766 6900

 

The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

 

This summary should be read in conjunction with the full text of this Announcement. In particular, and you should read and understand the information provided in the "Important Notices" section of this Announcement.

 

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. 

 

About SSW

Established in 2008, SSW offers a broad range of satellite broadband services with customers across 31 countries. With solutions targeting B2C and B2B users, and with products developed specifically for the broadcasting/SNG, Police and Military markets, SSW's brand Europasat (www.europasat.com) is a leading independent provider of satellite broadband internet services across Europe.

 

Listing on the London Stock Exchange as Satellite Solutions Worldwide Group plc (AIM:SAT) on 12 May 2015, and with a track record of strong organic growth in its subscriber base and high levels of recurring revenues, the directors of SSW believe there is a major opportunity to buildon the business's organic growth with acquisitions throughout the fragmented European satellite broadband market as well as outside of Europe in certain instances.

 

Working closely with satellite owners and operators, SSW targets customers in the 'digital divide' with solutions that deliver up to 30 Mb satellite based broadband services to almost any premises, whether residential, commercial or industrial across Europe and further afield, irrespective of location or local infrastructure.

 



Introduction

Satellite Solutions Worldwide Group plc (AIM: SAT), the global communications company specialising in rural and last-mile broadband, announces the conditional acquisitions of Breiband.No A.S. ("Breiband") and the operations and related assets of SkyMesh Pty Ltd ("SkyMesh") (together "the Acquisitions"), the satellite broadband businesses are based in Norway and Australia respectively, for a maximum combined consideration of approximately £11.7m.

 

The Company proposes to fund the Acquisitions through a conditional placing, via an accelerated bookbuild, of up to 201,666,666 new Ordinary Shares to raise gross proceeds of £12.1 million at the Placing Price of not less than 6 pence per Ordinary Share, further details of which are set out below.

 

Rationale for the Acquisitions

 

The Company has a proven buy and build strategy to consolidate the fragmented satellite broadband industry with no fewer than ten acquisitions completed, or pending completion, since joining AIM in May 2015, which has delivered a near seven-fold increase in customer numbers. Furthermore, all the acquisitions have delivered organic growth post completion with the number of net new users increasing on a monthly basis in addition to the ARPU increasing across the completed acquisitions by approximately 13%, due to improved brand recognition and increasing Government subsidies respectively.

 

Today's earnings enhancing acquisitions of Breiband and SkyMesh will be transformational in terms of the scale of the Company's operations in relation to customer numbers, geographic diversification of revenue, technology platforms and infrastructure capacity.

 

The weighted average cost of customer acquisition and ARPU across the additional 41,000 customers is approximately £289 and £391 respectively.

 

Importantly, the new customers from these two acquisitions provide exposure to two rapidly developing regions for satellite broadband, which should provide a solid backdrop for future organic profitable growth.

 

Across the Nordic region, which comprises Finland, Norway, Sweden and Denmark, there are over 1.4 million households with less than 2Mbps and Breiband has only penetrated approximately 1% of the addressable market to date.

 

The Australian market provides a unique opportunity due to limited fixed line telecoms infrastructure outside of the coastal areas of the country and the significant government investment in the provision of broadband across the country. This has culminated in the Australian government launching its own satellites, under the NBN programme, which will provide satellite broadband for up to 400,000 households. SkyMesh has circa 28,000 customers in Australia and in the first full month of operations of the new Sky MusterTMservice SkyMesh added over 1,000 new customers to its customer base. The Directors believe this organic growth will continue in 2017 and beyond.

 

Current trading

The existing operations are performing well, and were profitable at an EBITDA positive level on monthly basis from July 2016. 1H 2016 results will be announced before the end of August.

 

The Company's strategy is to consolidate the fragmented satellite broadband industry and the Company has completed, or is in the process of completing, ten acquisitions since joining AIM in May 2015.

 

All completed acquisitions have delivered organic growth post completion, with net new users increasing on a monthly basis in addition to ARPU increasing across the completed acquisitions by c.13%, due to improved operations, brand recognition and other economies of scale. Overheads as a percentage of sales decreased from 28% to 21% over the same period. 

 

Profitability of the acquisitions completed to date has been enhanced, with gross margins expanding from an average of c.24% to c.28%, due to tariff optimisation and economies of scale. This trend is expected to continue as user numbers increase organically and through further acquisition. Operating margins have also been expanded from the various costs synergies, post-acquisition, across the enlarged Group through streamlined management and overhead structures.

 

Outlook

 

The Company, which benefits from high levels of visibility with greater than 80% of recurring revenue, is currently adding net new customers and trading profitably on a monthly basis and is expected to be EBITDA positive in the six-month period to 30 November 2016.

 

Trading has further improved in the current half-year and the Company is now EBITDA positive on a monthly basis, before any EBITDA contribution from the recent acquisition of Avonline and the proposed acquisitions of Breiband and SkyMesh.

 

Furthermore, SSW remains well on track to achieve its stated target of 100,000 customers by the end of the financial year 2017.

 



 

BACKGROUND TO THE ACQUISITIONS

 

About Breiband

 

Established in 2003, Breiband is headquartered in Vestby in Norway and is a national provider of radio and satellite based broadband solutions to residential and business customers in Norway, Finland, Sweden and Denmark.

 

The business is currently focused on urban 'white spot' areas and regions where there are limited affordable and technologically acceptable broadband alternatives. It has approximately 13,000 customers, of whom approximately 9,000 are radio broadband customers and c.4,000 are satellite broadband customers.

 

The business has been primarily focusing on radio broadband since 2006 and has installed, at its own expense, its own radio broadband infrastructure, including 2,000 base stations. Breiband is currently the only Norwegian provider of satellite broadband in Norway and uses the Eutelsat network.

 

Breiband has a high level of technical expertise and developed assets in the fixed wireless business and this expertise is expected to add value through the acceleration of customer growth through fixed wireless within the Nordics and within the wider group and in particular emerging market opportunities through innovative product variants.

 

 

Financial Information

 

For the 12 months to 31 December 2015, Breiband delivered revenue of £8.2 million (2014: £7.4 million) and EBITDA of £1.1 million (2014: £0.9 million), growth of 11.5% and 28.0% respectively, and had £1.8 million of assets as of 31 December 2015.

 

Breiband's cost of customer acquisition ("COCA") is £510 per customer compared with SSW's average of £335, but it delivers a higher ARPU of £634 compared with SSW's existing average of £412. Breiband has been acquired on an ARPU multiple of 0.80x and a gross margin multiple of 1.42x compared to the SSW average ARPU multiple of 0.78x and gross margin multiple of 2.35x.

 

The acquisition consideration of NOK73.00 million (£6.51 million) is to be satisfied through the cash payment of NOK60.95 million (£5.44 million) and NOK12.05 million (£1.07 million) to be satisfied through the issue of 17,911,259 Vendor Shares1. As part of the cash consideration noted above, a retention of NOK 6.09 million (£0.54 million) is payable by the Company after 18 months. The Vendor Shares are being issued to six members of key management who will remain with Breiband post completion and are subject to lock-in with the usual prohibition on dealing for 12 months following Admission and, for 12 months thereafter, dealing subject to broker consent so as to maintain an orderly market. Four other shareholders not employed by the Company are being issued with shares subject to lock -in on the above basis but for periods of 3 months and 3 months each.

 

 

1.   Estimate based on the GBP: NOK exchange rate of 11.21 as at 28 July 2016, being the last day prior to this announcement. The exact number of Vendor Shares to be issued will be fixed the day prior to Admission.

 

The Emerging Nordic Market Opportunity

 

According to the latest data by Point Topic, there are 356,309 Norwegian households with less than 2 Mbps broadband coverage. Across the Nordic region this figure rises to over approximately 1.4 million and it is expected that a number of Nordic region governments will initiate some form of subsidy scheme, similar to those in France/UK offering free kit and installation, to a segment of the underserved population in the near future.

 

SSW therefore believes Brieband is well positioned to rapidly expand its current 1% share of the addressable market in Norway and deliver sustainable and profitable organic growth post acquisition.

 

About SkyMesh

 

Established in 2005, SkyMesh is headquartered in Brisbane, Australia and is a national provider of satellite broadband, radio wireless and fibre connectivity services to residential and business customers in Australia.

 

SkyMesh has invested significantly in satellite broadband provisioning expertise through its data centres, wireless operations and technical staff. The business currently has 28,000 customers of which c.17,500 are satellite broadband customers, c.7,000 are fixed line customers and c.3,500 are fixed wireless customers, and is growing strongly, adding c.1,000 new satellite connections in June 2016. The business currently achieves a lower ARPU than the existing SSW operation due to the asset light delivery method using the Australian Government's satellites and the low cost of customer acquisition.

 

SkyMesh is one of the largest satellite broadband providers for NBN Co., the Australian Government enterprise, which invested in its own satellite called Sky Muster, which became operational in April 2016. SkyMesh has 29.5% of the market share of NBN Co's satellite services and expects to at least maintain that level moving forwards.

 

 

Financial Information

 

For the 12 months to 31 December 2015, SkyMesh delivered revenue of £7.8 million (2014: £7.6 million) and EBITDA of £0.6 million (2014: loss £0.06 million). It had £0.3 million of assets as of 31 December 2015.

 

SkyMesh's cost of customer acquisition is £187 compared with SSW's average of £335, but it delivers a lower ARPU of £278 compared with SSW's existing average of £412, reflecting the asset light delivery model discussed above. SkyMesh has been acquired on an ARPU multiple of 0.67x and a gross margin multiple of 2.80x compared to the SSW average ARPU multiple of 0.78x and gross margin multiple of 2.35x.

 

The acquisition consideration of AUS $9 million (£5.14m) is to be satisfied through the payment on completion of AUS$7.2 million (£4.11m), with AUS $0.9m (£0.51m) deferred for 90 days and AUS$0.9 million (£0.51m) to be satisfied through the issue of 8,571,428  Vendor Shares to a family trust of Paul Rees, the incoming managing director of SkyMesh who has agreed to terms for appointment as the managing director of the new Australian subsidiary. The trustee has agreed to a lock in comprising the usual prohibition on dealing for 12 months following Admission and, for 12 months thereafter, dealing subject to broker consent so as to maintain an orderly market.

 

1.      Estimate based on the GBP: A$ exchange rate of 1.75 as at 28 July 2016, being the last day prior to this announcement. The exact number of Vendor Shares to be issued will be fixed the day prior to Admission.

 

The Emerging Australian Market Opportunity

 

Due to the huge land mass and geographical isolation of the country's interior, there is little fixed line telecoms infrastructure outside of the main coastal regions. As a consequence, there are few viable options for many premises other than satellite broadband.

 

Due to the potential economic disadvantage placed on communities without broadband services, the Australian government has invested in its own satellites, Sky MusterTM, via its government backed enterprise NBN Co., in order to be able to provide cost effective broadband services for up to 400,000 identified households and businesses (Sky Muster2TM to be launched October 2016).

 

The Placing and use of proceeds

 

The Company is raising gross proceeds of £12.1 million (£11.4 million after expenses) through a placing by Arden Partners of up to 201,666,666 Placing Shares at the Placing Price of not less than 6 pence per Ordinary Share. 

 

The net proceeds of the Placing will be used to satisfy the cash consideration for Breiband and SkyMesh and for general working capital purposes.

 

Details of the Placing

The Bookbuild will be launched immediately following this Announcement and will be conducted in accordance with the terms and conditions set out in Appendix I to this Announcement.  The timing of the closing of the book and the Placing Price is to be determined by Arden and Oakley with the prior written consent of Company (such consent not to be unreasonably withheld or delayed), save that the Placing Price shall not be less than 6p per Ordinary Share. The allocations are at the absolute discretion of the Company and Arden.

The exact number of Placing Shares will be determined by the Company and Arden at the close of the Bookbuild.  Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the closing of the Bookbuild process.

All of the Directors of the Company intend to subscribe for Placing Shares.  The extent of the Director participation will be announced at the same time as announcing completion of the Bookbuild.

The Placing Shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the share capital as enlarged by the issue of the Placing Shares.

The Placing, which is not underwritten, is conditional on, inter alia, the respective purchase agreements governing the Acquisitions (the "Purchase Agreements") becoming unconditional in all respects, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms and the Purchase Agreements not being terminated in accordance with their terms.

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 and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, acknowledgements and undertakings contained in Appendix I to this Announcement.

Terms of the Acquisitions

Breiband

The Company's subsidiary, Satellite Solutions Worldwide Limited ("SSWL"), has agreed to acquire the whole share capital of Breiband, conditional on Admission, the consents noted below, and there having been no material breach of Warranty in the period between execution of the agreement and its completion. The consideration is a fixed sum of NOK 73 million (£6.51 million), payable as to NOK 60.94 million (£5.44 million) in cash and NOK 12.05 million (£1.07 million) through the issue of an estimated 17,911,259 Vendor Shares. (Note, this estimate of the number of Vendor Shares is based on exchange rates as at close of business on the day before the release of this announcement. However, the final number of Vendor Shares will be determined by reference to the exchange rates at the close of business on the day prior to admission of the Vendor Shares to trading on AIM). The Vendor Shares are subject to a lock-in as described above. As part of the cash consideration noted above a retention of NOK 6.09 million (£0.54 million) is payable by SSWL after 18 months being the commercial warranty period (tax being 5 years and subject to indemnification) subject to warranty or tax claim having arisen.

Brieband has been conditionally acquired from Jan-Tore Dannemark, its CEO, Vidar Fineide, Tove Rasmussen, and Ole Kristain Odegard, being senior management plus 41 other shareholders. All shareholders who are employees of Breiband will remain as employees.

The consent of N-Com (Norwegian communications authority) has been obtained as has the consent of Nordea Bank Norge ASA, Breiband's bankers, subject to the issue to them of a guarantee by the Company of Breiband's term loan and overdraft facilities presently totalling NOK 19 million (£1.69 million), none of which are presently nor have been in default.

SkyMesh

A newly formed Australian subsidiary of the Company, Satellite Solutions Australia Pty ("SSAP") has agreed to acquire the business and operating assets of SkyMesh including customer base, contracts and IP, conditional on Admission, the consents noted below, and there having been no material breach of Warranty in the period between execution of the agreement and its completion. The consideration is a fixed sum of AUS$9 million, (£5.14 million) of which AUS$ 7.2 million (£4.11million) will be paid at completion, AUS$0.9 million (£0.51million) within 90 days of Completion (subject to adjustment for any apportionments due at Completion) and AUS $0.9 million (£0.51million) through the issue of an estimated 8,571,428 Vendor Shares (Note, this estimate of the number of Vendor Shares is based on exchange rates as a close of business the day before the release of this announcement. However, the final number of Vendor Shares will be determined by reference to the average exchange rates for the five business days before the day on which the Placing becomes unconditional.  The Vendor Shares are subject to a lock-in as described above. Commercially appropriate warranties capped at the Consideration have been granted by the Vendors for a period of 18 months. SkyMesh has been conditionally acquired from the SkyMesh Partnership, an Australian partnership registered under ABN 98461 287 769 and from SkyMesh Pty Limited, an Australian Private Limited Company registered under ACN 113 609 439. One of the Partners of the partnership, Paul Rees, has been appointed as managing director of SSAP.

The consent of NBN co (Australian agency responsible for broadband, and which is the principal wholesale supplier to SkyMesh) has been obtained subject to the issue to NBN Co of a guarantee by the Company of the new company's obligations in respect of its future operation of the business.

As the SkyMesh acquisition is being effected through a new Australian subsidiary of the Company, the Company has agreed to guarantee the obligations of NBN Co, the Australian government's body responsible for promotion of broadband access, to secure NBN Co's consent to the transfer of SkyMesh's operations to the newly incorporated Australian subsidiary.

 

APPENDIX 1

 

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY EITHER ARDEN PARTNERS PLC OR OAKLEY CAPITAL LIMITED (TOGETHER THE ABB CO-ORDINATORS) WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE PROSPECTUS DIRECTIVE) AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE FPO) OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2) (A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA) OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

The new Ordinary Shares in the capital of Satellite Solutions Worldwide Group Plc  (the Company) that are the subject of the Placing (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 under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made solely outside the United States to persons in offshore transactions (as defined in Regulation S under the Securities Act (Regulation S)) meeting the requirements of Regulation S.  Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a Prohibited Jurisdiction). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, the ABB Co-ordinators or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

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 the Financial Services and Markets Act 2000 (as amended) (FSMA) does not apply.

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

Any indication in this Announcement of the price at which the existing ordinary shares in the capital of the Company (the Ordinary Shares) have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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. 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Arden Partners Plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FCA), is acting as broker for Satellite Solutions Worldwide Group Plc and for no one else in connection with the Placing and will not be responsible to anyone other than Satellite Solutions Worldwide Group Plc for providing the protections afforded to clients of Arden Partners Plc or for affording advice in relation to the Placing, or any other matters referred to herein.

Oakley Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser for Satellite Solutions Worldwide Group Plc and for no one else in connection with the Placing and will not be responsible to anyone other than Satellite Solutions Worldwide Group Plc for providing the protections afforded to clients of Oakley Capital Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a Placee) by making or accepting an oral or written offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

This Announcement should be read in its entirety.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.                              

Details of the Placing Agreement and the Placing Shares

The Company has entered into a placing agreement (the Placing Agreement) with Arden Partners Plc and Oakley Capital Limited (together, the ABB Co-ordinators). Pursuant to the Placing Agreement, the ABB Co-ordinators have, subject to the terms and conditions set out therein, agreed to use reasonable endeavours, each as agent of the Company, to procure subscribers for the Placing Shares pursuant to the Bookbuilding Process described in this Announcement and as set out in the Placing Agreement (the Placing).

The Placing is conditional on the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

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

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange plc (London Stock Exchange) for the admission to trading (Admission) of the Placing Shares on AIM. It is anticipated that Admission will become effective on or around 8.00 a.m. on 4 August 2016 and that dealings in the Placing Shares will commence at that time.

Bookbuild

An accelerated bookbuilding process (the Bookbuilding Process) will commence today to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, the ABB Co-ordinators will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may determine having obtained the prior written consent of the Company (such consent not to be unreasonably withheld), including by requiring potential investors to enter into subscription agreements directly with the Company outside the Bookbuilding Process and such subscriptions shall not be subject to this Appendix.  No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the ABB Co-ordinators. The ABB Co-ordinators and its Affiliates are entitled to participate as Placees in the Bookbuilding Process.

The Bookbuilding Process will establish a single price in Pounds Sterling (the Placing Price) payable to Arden by all Placees whose bids are successful.

The books will open with immediate effect. The Bookbuilding Process is expected to close not later than 4.30 p.m. London time on 29 July 2016, but may be closed at such earlier or later time as the ABB Co-ordinators may determine, with the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). In particular, the ABB Co-ordinators may having obtained the prior written consent of the Company (such consent not to be unreasonably withheld or delayed) accept bids from potential Placees for Placing Shares that are received after the Bookbuilding Process has closed provided such bids are received before 4.30 p.m. on 29 2016. The ABB Co-ordinators may also, after having obtained the prior written consent of the Company (such consent not to be unreasonably withheld or delayed): (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (b) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

A further Announcement will be made following the close of the Bookbuilding Process detailing the Placing Price at which the Placing Shares are being placed along with the precise number of shares to be subscribed for by the Placees at the Placing Price (the "Pricing Announcement").

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

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Arden. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Placing Price ultimately established by the ABB Co-ordinators (with the prior written consent of the Company (such consent not to be unreasonably withheld or delayed)) or at prices up to a price limit specified in its bid. If successful, Arden will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Arden's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Arden pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price set out in the Pricing Announcement and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Arden. The terms of this Appendix will be deemed incorporated in that trade confirmation.

The ABB Co-ordinators reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The ABB Co-ordinators also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the ABB Co-ordinators having obtained the written consent of the Company (such consent not to be unreasonably withheld or delayed).

Each Placee's obligations will be owed to the Company and to Arden.  Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Arden, as agent of the Company, to pay to Arden (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, none of ABB Co-ordinators, any holding company of either of the ABB Co-ordinators, any subsidiary of either of the ABB Co-ordinators, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an Affiliate) nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the ABB Co-ordinators, nor any of their respective Affiliates nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the ABB Co-ordinators may determine.

All obligations of the ABB Co-ordinators under the Placing will be subject to fulfilment of the conditions referred to below under the heading "Conditions of the Placing".

Conditions of the Placing

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

The obligations of the ABB Co-ordinators under the Placing Agreement are conditional, among other things, on:

1.    The warranties given by the Company in the Placing Agreement being true and accurate and not misleading as at the date of the Placing Agreement and at all times up to and including the date of Admission;

2.    The performance by the Company of its obligations under the Placing Agreement to the extent that they fail to be performed prior to Admission;

3.    Each of the Purchase Agreements relating to the Acquisitions having become unconditional being completed and not having been terminated in accordance with its terms;

4.    The Bookbuild being successfully completed and the Pricing Announcement being released;

5.    Admission occurring not later than 8.00 a.m. on 4 August 2016 or such later time as the ABB Co-ordinators may agree in writing with the Company (but in any event not later than 8.00 a.m. on 19 August 2016).

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the ABB Co-ordinators (or either of them), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of the ABB Co-ordinators, the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision the ABB Co-ordinators (or either 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 in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above under the heading "Conditions of the Placing" or in the circumstances described below under the heading "Right to terminate under the Placing Agreement" and will not be capable of rescission or termination by it after oral or emailed confirmation by Arden following the close of the Bookbuild.

Right to terminate under the Placing Agreement

The ABB Co-ordinators may, either jointly or individually, at any time before Admission and in its absolute discretion, terminate the Placing Agreement with immediate effect if, among other things:

Any of the warranties given by the Company in the Placing Agreement was, when given, or becomes, untrue, inaccurate or misleading; or

The Company has failed to comply with any of its obligations under the Placing Agreement; or

There has occurred, happened or come into effect, a material adverse change or there has occurred, happened or come into effect any development which might reasonably be likely to lead to a prospective material adverse change in  national or international; political, military (including an outbreak or escalation of hostilities), diplomatic, economic, financial or market conditions and/or act of God which, in the opinion of the ABB Co-ordinators (after such consultation with the Company as the circumstances may allow), renders the Bookbuild, the Placing or Admission, temporarily or permanently, impracticable or inadvisable; or

There has occurred, happened or come into effect, a material adverse change or there has occurred, happened or come into effect any development which might reasonably be likely to lead to a prospective material adverse change in the financial position or condition (financial, operational, regulatory, legal or otherwise) or prospects of the Company and its subsidiaries from time to time (as enlarged by the Acquisitions) (Enlarged Group) which, in the opinion of the ABB Co-ordinators (after such consultation with the Company as the circumstances may allow), renders the Bookbuild, the Placing or Admission, temporarily or permanently, impracticable or inadvisable.

By participating in the Placing, each Placee agrees with each of the ABB Co-ordinators that the exercise by the ABB Co-ordinators (or either of them) of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the ABB Co-ordinators (or either of them) and that neither of the ABB Co-ordinators need make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither of the ABB Co-ordinators nor any of their respective Affiliates shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

Lock-up

Under the terms of the Placing Agreement, the Company has agreed that it will not, for a period of 12 months following Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase, subscribe for or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or Securities of the Company or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or Securities of the Company or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or Securities of the Company (or any interest therein) or to announce publicly any intention to enter into any transaction described above or alter or vary any of the rights attaching to any of the shares or any of the Securities of the Company or any of its subsidiaries, except with the prior approval of the ABB Co-ordinators in writing, such approval not to be unreasonably withheld or delayed. This restriction does not apply to the grant or exercise of options under the Company's existing share option scheme or the issue of any Ordinary Shares pursuant to (i) 1,629,923 warrants to subscribe for Ordinary Shares granted to Candy Ventures SARL at an exercise price of one penny per Share during the period ending 12 November 2018; or (ii) the right of BGF Investments LP to subscribe for up to 74,019,915 Ordinary Shares at 7.5p per share, under the terms of an option agreement dated 6 July 2016 and the right of BGF Nominees Limited to convert some or all of its £2.4 million nominal unsecured convertible loan notes in the Company into Ordinary Shares at 9p per shares, under the terms of a convertible loan note instrument dated 6 July 2016; or (iii) the issue of the new Ordinary Shares pursuant to the Sale Purchase Agreements.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to each of the ABB Co-ordinators and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of either of the ABB Co-ordinators (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on their behalf or the Company and none of the ABB Co-ordinators, or any of their respective Affiliates or any persons acting on their behalf, or the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with each of the ABB Co-ordinators for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Arden reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

Trade Date

29 July 2016

Settlement Date

04 August 2016

ISIN Code

GB00BT6SRD21

SEDOL  

BT6SRD2

Deadline for input instruction into CREST 10.00 am on 03 August 2016

CREST ID for Arden DAQAQ

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

It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Arden.

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

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

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither of the ABB Co-ordinators nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.


 

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1.     represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and its subscription for, and the issue of, the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2.     acknowledges and agrees that no prospectus, offering document or admission document in accordance with the AIM rules has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, other offering document, or such an admission document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

3.     acknowledges and agrees that its participation in the Placing will be subject to the terms and conditions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and after Admission;

4.     represents and warrants that it will acquire any Placing Shares subscribed by it for its own account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations, warranties, undertakings and agreements herein on behalf of each such account;

5.     acknowledges and agrees that the Placing Shares of the Company will be admitted to AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange (the Exchange Information) which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access this Exchange 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;

6.     acknowledges and agrees that neither of the ABB Co-ordinators, any of their respective Affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company (other than this Announcement); nor has it requested either of the ABB Co-ordinators or any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such material or information;

7.     acknowledges and agrees that the content of this Announcement is exclusively the responsibility of the Company and that neither of the ABB Co-ordinators, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company and neither of the ABB Co-ordinators nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise provided that nothing in this paragraph 7 excludes the liability of any person for any fraudulent misrepresentation made by that person;

8.     represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, and any information previously published by the Company by notification to a Regulatory Information Service or available on the Company's website, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the business, financial, regulatory, legal or other position of the Company in connection with its decision to subscribe for the Placing Shares and it acknowledges that it has not received, and it is not relying on, any investigation that the ABB Co-ordinators (or either of them), or any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any warranties, representations or statements to it, express or implied, with respect thereto;

9.     acknowledges and agrees that it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares and that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

10.   acknowledges and agrees that it has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;

11.   acknowledges and agrees that neither of the ABB Co-ordinators, nor any of their respective Affiliates nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of the ABB Co-ordinators (or either of them) for the purposes of the Placing, and acknowledges that neither of the ABB Co-ordinators, nor any of their respective Affiliates nor any person acting on their behalf has any duties or responsibilities to any of them for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the rights and obligations of the ABB Co-ordinators thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

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

13.   unless paragraph 14 applies, represents and warrants that it has neither received nor relied on any inside information (for the purpose of Market Abuse Regulation EU No 596/2014 (MAR) and section 56 of the Criminal Justice Act 1993 CJA) in accepting its invitation to participate in the Placing;

14.   acknowledges and agrees that, if it has received any inside information (for the purposes of MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Bookbuild and the Placing, it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

15.   acknowledges and agrees that it has not relied on any information relating to the Company contained in any research reports prepared by either of the ABB Co-ordinators or any of their respective Affiliates or any person acting on their behalf and acknowledges and agrees that: (i) neither of the ABB Co-ordinators, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for any publicly available or filed information relating to the Company or otherwise or any representation relating to the Company or otherwise; (ii) none of the ABB Co-ordinators (or either of them) nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability or be responsible for any additional information that has otherwise been made available to such Placee, whether at the date of its publication, the date of this Announcement or otherwise including any misstatements in, or omissions from, any publicly available information or information made available (whether orally or in written, audio or visual form) in presentations or as part of roadshow discussions with potential investors relating to the Company; and (iii) neither of the ABB Co-ordinators, nor any of their respective Affiliates, nor any person acting on their behalf has made or makes any statement, representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of its publication, the date of this Announcement or otherwise; provided that nothing in this paragraph 14 excludes the liability of any person for any fraudulent misrepresentation made by that person;

16.   represents and warrants that (i) it and any person acting on its behalf is entitled to subscribe for and to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action or omitted to take any action which will or may result in the Company, the ABB Co-ordinators (or either of them) or any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

17.   represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares subscribed or purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to "qualified investors" (as defined in Article 2.1(e) of the Prospectus Directive), or in circumstances in which the prior consent of the ABB Co-ordinators (or either of them) has been given to the proposed offer or resale;

18.   represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

19.   acknowledges and agrees that its subscription for, or purchase of, the Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription or purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

20.   acknowledges and agrees that it has received this Announcement solely for its own use and has not redistributed or duplicated it otherwise than as permitted by the terms of this Appendix;

21.   represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

22.   if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc.") of the FPO, or (c) it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive, or (d) it is a person falling within Article 43 of the FPO; or (e) if not a person meeting the criteria set out in (a) or (d) of this paragraph 22 or the other criteria of qualified investors for the purposes of section 86(7) of FSMA, he or she is a director of the Company at the time of the Placing; or (f) it is person to whom this Announcement may otherwise lawfully be communicated;

23.   represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

24.   represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993 and MAR and in connection with money laundering and terrorist financing, its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Counter-Terrorism Act 2008, the Money Laundering Regulations 2007 and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or other agency or body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the Financial Conduct Authority (together, the Money Laundering Regulations) and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by all or any of the Money Laundering Regulations;

25.   undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any contract note or trade confirmation sent by Arden (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out therein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Arden may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any 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 or any contract note or trade confirmation) which may arise upon the sale of such Placee's Placing Shares on its behalf;

26.   undertakes that; (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be, (ii) neither of the ABB Co-ordinators nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Arden which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

27.   acknowledges and agrees that it irrevocably appoints any director of either of the ABB Co-ordinators as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

28.   represents and warrants that any person who confirms to Arden on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Arden to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

29.   acknowledges and agrees that the agreement to settle each Placee's acquisition of Placing Shares (and/or the subscription of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company of the Placing Shares in question and that such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of the Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted, issued or transferred to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services).  If there were any such arrangements, or the settlement related to any other dealing 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 that neither the Company nor the ABB Co-ordinators (or either of them) nor any of their respective Affiliates will be responsible for any such stamp duty or stamp duty reserve tax. If this is the case, the Placee should take its own advice and notify the ABB Co-ordinators (or either of them) accordingly;

30.   acknowledges and agrees that when a Placee or any person acting on behalf of the Placee is dealing with either of the ABB Co-ordinators, any money held in an account with Arden 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 Financial Conduct Authority;

31.   acknowledges and agrees 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 in accordance with the client money rules and will be used by Arden in the course of its business; and the Placee will rank only as a general creditor of Arden;

32.   acknowledges and agrees that the basis of allocation will be determined by the ABB Co-ordinators at their absolute discretion and that the right is reserved to reject, in whole or in part, and/or scale back, in whole or in part, any participation in the Placing;

33.   without prejudice to paragraph 33, acknowledges and agrees that its allocation (if any) of Placing Shares may represent a maximum number of Placing Shares which it will be entitled, and required, to acquire (the Initial Allocation), except that the Company (or either of the ABB Co-ordinators) may call upon it to reduce its Initial Allocation and require it to acquire a lower number of Placing Shares than is specified in the Initial Allocation and any such reduction may represent the entire Initial Allocation;

34.   irrevocably and unconditionally authorises the Company and/or the ABB Co-ordinators (or either of them) to produce this Announcement pursuant to, in connection with, or as maybe required by, any applicable law or regulation, administrative or legal or arbitration proceeding or governmental, regulatory or other official inquiry with respect to the matters set out in this Announcement;

35.   acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms set out herein and in any contract note or trade confirmation sent by Arden to it in respect of its allocation of Placing Shares and its participation in the Placing will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

36.   represents and warrants that it understands and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory or authority or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

37.   represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;

38.   represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

39.   understands that: (a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; (b) no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares; and (c) it will not deposit the Placing Shares in a depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

40.   will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a) in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

(b) pursuant to another exemption from registration under the Securities Act, if available,

 

41.   and in each case in accordance with all applicable securities laws of the United States and other jurisdictions; acknowledges and agrees that no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

42.   represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus or registration statement be issued, published or approved in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

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

44.   acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the ABB Co-ordinators (or either of them);

45.   acknowledges and understands that the Company, each of the ABB Co-ordinators, and their respective Affiliates will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set out in this Announcement;

46.   agrees to indemnify on an after-tax basis and hold harmless each of the Company, the ABB Co-ordinators, their respective Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

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

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and each of the ABB Co-ordinators (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the ABB Co-ordinators (or either of them), their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor either of the ABB Co-ordinators will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and each of the ABB Co-ordinators in the event that any of the Company and/or either of the ABB Co-ordinators or any of their respective Affiliates has incurred any such liability to stamp duty or stamp duty reserve tax.

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

All times and dates in this Announcement may be subject to amendment. The ABB Co-ordinators shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This Announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither of the ABB Co-ordinators owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each of the ABB Co-ordinators or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

Each Placee may be asked to disclose in writing or orally to the ABB Co-ordinators (or either of them) and, if so, undertakes to provide:

(a)     if he is an individual, his nationality;

(b)     if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

(c)     such other "know your client" information as the ABB Co-ordinators (or either of them) may reasonably request.

All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.

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 AIM.

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

In this Announcement, Securities shall include securities (whether debt or equity securities) exchangeable for, convertible into or representing the right to receive, Ordinary Shares or any substantially similar securities.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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