TIDMRFG
RNS Number : 2713S
Roebuck Food Group PLC
03 November 2023
ROEBUCK FOOD GROUP PLC
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 BOTH GENERALLY AND AS
IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS 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 AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF ROEBUCK FOOD GROUP PLC IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPICES INCLUDING APPIX II WHICH CONTAINS THE TERMS AND CONDITIONS
OF THE PLACING.
ROEBUCK FOOD GROUP PLC
("Roebuck" or "the Company", AIM: RFG)
Proposed Acquisition to acquire Moorhead & McGavin Ltd
Proposed Placing to raise up to GBP2.5 million
Extraordinary General Meeting
Acquisition
Roebuck Food Group plc (AIM: RFG) a group focused on growth and
innovation within the food and agribusiness sectors announces a
conditional agreement to acquire the entire issued share capital of
Moorhead & McGavin Ltd a food and food ingredient distribution
business based in Motherwell , UK, ("the Acquisition"). The
consideration, subject to a completion accounts adjustment
mechanism is GBP2,225,000, as to GBP2,075,000 payable in cash and
as to GBP150,000 by the issue of new Ordinary Shares of the
Company. The Acquisition is subject to the approval of Roebuck
shareholders at an Extraordinary General Meeting ("EGM"), to be
held on or before 1 December 2023.
Moorhead & McGavin Ltd specialises in supplying pulses,
cereals, pasta and rice to the food service industry. In 2022 it
had revenue of GBP7.26 million, EBITDA of GBP377,000 and net assets
of GBP1.65 million. Current CEO of Moorhead & McGavin Ltd,
Marko Dafereras has agreed to remain with the business for at least
one year. Further particulars of the Acquisition are set out in
Appendix 3 of this Announcement.
Placing
The Company intends to raise gross proceeds of up to
GBP2,500,000 by means of a placing of new Ordinary Shares to
certain institutional, professional, and other investors at a price
of STG 13.5 pence per Ordinary Share (the "Placing"). The Placing
will be subject to approval of the Acquisition and the passing of a
resolution authorising the issue of the Placing Shares at the
EGM.
The Placing Price represents a discount of approximately 10 per
cent. to the Closing Price of 15 pence per Ordinary Share on 2
November 2023, being the latest practicable business day prior to
the publication of this Announcement.
The proceeds of the Placing will be used to pay for the
acquisition of Moorhead & McGavin Ltd and for general working
capital requirements. J&E Davy are acting as broker on the
Placing
Bookbuild
The Placing is to be conducted by way of an accelerated
bookbuild process ("the Book Build") which will commence
immediately following this Announcement and will be on the terms
and conditions of the Placing Agreement described in Appendix 1 to
this Announcement.
A further announcement confirming the closing of the Book Build
and the number of Placing Shares to be issued pursuant to the
Placing is expected to be made in due course.
Further information
Commenting on the Acquisition and the Placing, Chairman Ted
O'Neill stated: "This is an exciting new development for Roebuck,
as it implements its strategy of focusing on growing and innovative
businesses within the food and agribusiness sector."
Capitalised terms used but not otherwise defined in this
Announcement shall have the meanings ascribed to such terms in
Appendix 2 of this Announcement unless the context requires
otherwise. Particulars of and the terms and conditions oof the
Placing are set out in Appendix 1. Further particulars of the
Acquisition are set out in Appendix 3 of this Announcement.
The directors of the Company accept responsibility for this
announcement.
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 Book Build
described in the Appendices to this Announcement (which form part
of this Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Securities, investors
will be deemed to have read and understood this Announcement in its
entirety (including the Appendices), 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 Appendices.
Enquiries:
Roebuck Food Group plc
Aidan Hughes, Deputy Chairman Telephone: + 44 1293 862 498
J & E Davy (Broker)
Anthony Farrell Telephone: + 353 1 679 6363
Niall Gilchrist Telephone: + 353 1 614 2878
Davy, which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting as the Company's nominated
adviser (under the AIM Rules) and broker to the Company. Davy will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Davy or for
providing advice to any other person in connection with the
Placing. Davy accepts no liability whatsoever for the accuracy of
any information or opinions contained in this Announcement or for
the omission of any material information, for which it is not
responsible. Davy has not authorised the contents of, or any part
of, this Announcement and no liability whatsoever is accepted by
Davy for the accuracy of any information.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures; (d) the foregoing as
they form part of the law of the United Kingdom by virtue of the UK
European Union (Withdrawal) Act 2018 (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Securities have been subject to a product approval
process, which has determined that such Placing Securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Securities may decline
and investors could lose all or part of their investment; the
Placing Securities offer no guaranteed income and no capital
protection; and an investment in the Placing Securities is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Bookrunner
will only procure investors who meet the criteria of professional
clients and eligible counterparties or who are Relevant Persons, as
that term is defined in Appendix 1.
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 (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Securities and
determining appropriate distribution channels.
APPIX 1
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES)
COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") AND THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER
WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "PROSPECTUS
REGULATION", WHICH SHALL BNE DEEMED TO INLCUDE EQUIVALENT OR
COMPARABLE UNITED KINGDOM LAW) ("QUALIFIED INVESTORS"),
(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 AMED ("THE
ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND
(II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND
(C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT TO (EACH A "RELEVANT PERSON").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT
YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX
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 (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT
ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF
AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES
NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING
SHARES.
Persons (including individuals, funds or otherwise) who are
invited to and who have chosen to participate in the Placing (and
any person acting in such person's behalf), by making an oral or
written offer to subscribe for Placing Shares will be deemed to
have read and understood this Announcement, including this
Appendix, in its entirety and to be making such offer on the terms
and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) 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 any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation,
(i) 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 member state of the EEA
or the UK or to which the Prospectus Regulation otherwise applies
other than Qualified Investors or in circumstances in which the
prior written consent of the Bookrunner has been given to the offer
or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or the UK other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such
persons;
3 except as otherwise permitted by the Bookrunner,
(i) it and the person(s), if any, for whose account or benefit
it is acquiring the Placing Shares are purchasing the Placing
Shares in an "offshore transaction" as defined in Regulation S
under the Securities Act;
(ii) it is aware of the restrictions on the offer and sale of
the Placing Shares pursuant to Regulation S; and
(iii) the Placing Shares have not been offered to it by means of
any "directed selling efforts" as defined in Regulation S;
4 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 and agreements contained in this Announcement;
5 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix;
6 it acknowledges that the Placing Shares have not been and will
not be registered under 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 or transferred, directly
or indirectly, within the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States;
7 the Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
Details of the Placing
The Bookrunner has entered into a placing agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, the Bookrunner has agreed to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Issue Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The New Ordinary Shares will, when issued, rank pari passu in
all respects with the existing Ordinary Shares in the Company,
including the right to receive dividends and other distributions
declared, made or paid after the date of their allotment.
Application for admission to trading
Application for Admission in respect of the New Ordinary Shares
will be made to London Stock Exchange. It is expected that
Admission will become effective and that dealings in the New
Ordinary Shares will commence on AIM at 8.00am on 1 December 2023,
and in any event no later than 31 December 2023.
Book Build
The Bookrunner will today commence the Book Building process in
respect of the Placing (the "Book Build") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing by such alternative method to the Book Build as they may,
in their sole discretion, determine.
Participation in, and principal terms of, the Placing
The Bookrunner is arranging the Placing as agents for and on
behalf of the Company. Participation in the Placing will only be
available to Placees who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunner's agents and its
respective affiliates are each entitled to enter bids in the Book
Build as principal.
The number of Placing Shares to be issued will be agreed between
the Bookrunner and the Company following completion of the Book
Build. The number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the Book
Build.
To bid in the Book Build, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Davy.
Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire at the Issue Price established
by the Company and the Bookrunner. The minimum bid must be for
370,370 Placing Shares (i.e., with an aggregate subscription price
of GBP50,000), which bids may be scaled down by the Bookrunner on
the basis referred to below.
The Book Build is expected to close on 3 November 2023, but may
be closed earlier or later at the absolute discretion of the
Bookrunner. The Bookrunner may, in agreement with the Company,
accept bids that are received after the Book Build has closed. The
Company reserves the right (upon the agreement of the Bookrunner)
to reduce or seek to increase (subject to the maximum size referred
to in the Announcement) the amount to be raised pursuant to the
Placing.
The Bookrunner will determine in its absolute discretion (in
consultation with the Company) the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee and this will be confirmed orally or in
writing by the Bookrunner as agent of the Company ("Confirmation").
No element of the Placing will be underwritten. Confirmation will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to subscribe for
the number of Placing Shares allocated to it at the Issue Price on
the terms and conditions set out in this Appendix (a copy of the
terms and conditions having been provided to the Placee prior to or
at the same time as such oral or written confirmation) and in
accordance with the Articles. Each prospective Placee's allocation
and commitment will be evidenced by a contract note or an
electronic trade confirmation issued to such Placee by the
Bookrunner. The terms of this Appendix will be deemed incorporated
by reference therein. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay
the aggregate settlement amount for the Placing Shares to be
subscribed for by that Placee regardless of the total number of
Placing Shares (if any) subscribed for by any other investor(s)
and, except with the consent of the Bookrunner, the Confirmation
will not be capable of variation or revocation after the time at
which it is submitted.
The Bookrunner reserves 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 Bookrunner also reserves
the right not to accept offers for Placing Shares or to accept such
offers in part rather than in whole.
Each Placee will be required to pay to the relevant Bookrunner
(or as it may direct), on the Company's behalf, the Issue Price for
each Placing Share agreed to be acquired by it under the Placing in
accordance with the terms set out herein. Each Placee's obligation
to acquire and pay for Placing Shares under the Placing will be
owed to the Bookrunner and the Company. Each Placee has an
immediate, separate, irrevocable and binding obligation, owed to
the Bookrunner, to pay to the Bookrunner (or as it may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares such Placee has agreed to subscribe
for. Each Placee will be deemed to have read and understood this
Appendix in its entirety, to be participating in the Placing upon
the terms and conditions contained in this Appendix, and to be
providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix. To the fullest extent permitted by law and
applicable FCA rules (the "FCA Rules") and CBI rules, (i) the
Bookrunner, (ii) nor any of its directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with the Bookrunner as defined in the
FCA Rules ((i), (ii) and (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to Placees
or to any person other than the Company in respect of the
Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under 'Registration and
settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to
below under 'Termination of the Placing Agreement'. In the event
that the Placing Agreement is not entered into or does not
otherwise become unconditional in any respect or, after having been
entered into, is terminated, the Placing will not proceed, and all
funds delivered by the Placee to the Bookrunner (or as it may
direct) in respect of the Placee's participation will be returned
to the Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendices, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendices. To
the fullest extent permissible by law, neither the Company, nor the
Bookrunner nor any of its respective affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither the
Bookrunner nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Bookrunner's conduct of the Book Build or of such
alternative method of effecting the Placing as the Bookrunner and
the Company may agree.
Conditions of the issue of the Placing Shares
The obligations of the Bookrunner under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its
terms prior to Admission;
(c) Admission having occurred not later than 8.00am on 01
December 2023 or such later date as the Company and the Bookrunner
may agree in writing, but in any event not later than 8.00am on the
Long Stop Date.
If
(i) any of the conditions contained in the Placing Agreement are
not fulfilled or waived by the Bookrunner by the respective time or
date where specified,
(ii) any of such conditions becomes incapable of being fulfilled or
(iii) the Placing Agreement is terminated in the circumstances specified below,
the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof. The Bookrunner at its
absolute discretion may waive compliance by the Company with the
whole or any part of any of the Company's obligations in relation
to the conditions in the Placing Agreement or otherwise extend the
time for fulfilment of all or any part of such conditions. Any such
waiver or extension will not affect Placees' commitments as set out
in this Announcement (including this Appendix).
Neither the Bookrunner, the Company or any other person shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or the date for the satisfaction of any condition to
the Placing nor for any decision they 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 the
Bookrunner.
Termination of the Placing Agreement
The Bookrunner is entitled at any time before Admission, to
terminate the Placing Agreement in relation to its obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
(a) the Company has failed to or is unable to comply with any of
its obligations under the Placing Agreement in any material
respect; or
(b) any statement in the placing documents has become or been
discovered to be untrue, inaccurate or misleading or that there has
been a material omission therefrom; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by
reference to the facts then subsisting), untrue, inaccurate or
misleading; or
(d) there shall have occurred
(i) any change, or development involving a prospective change,
in national or international, military, diplomatic, monetary,
economic, political, financial, industrial or market conditions or
exchange rates or exchange controls, or any incident of terrorism
or outbreak or escalation of hostilities or any declaration by the
UK, the Republic of Ireland or the US of a national emergency or
war or any other calamity or crisis; or
(ii) a suspension of trading in securities generally on the
London Stock Exchange, or New York Stock Exchange or trading is
limited, or minimum prices established on any such exchange; or
(iii) a declaration of a banking moratorium in London, Dublin or
by the US federal or New York State authorities or any material
disruption to commercial banking or securities settlement or
clearance services in the US, the Republic of Ireland or the
UK,
which, in each case, in the opinion of the Bookrunner acting in
good faith, would or would be likely to prejudice materially the
Company or the Placing, or make the success of the Placing doubtful
or makes it impracticable or inadvisable to proceed with the
Placing.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement, subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunner and it does not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA, CBI or submitted to
the London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on the Company's publicly available information taken together with
the information contained in this Announcement (including this
Appendix) released by the Company today and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement,
and subject to the further terms set forth in the contract note to
be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Bookrunner or any other person and neither the
Bookrunner nor the Company nor any other person will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received.
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. No Placee
should consider any information in this Announcement (including
this Appendix) to be legal, tax or business advice. Each Placee
should consult its own legal adviser, tax adviser and/or business
adviser for legal, tax and business advice regarding an investment
in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
IE0006447985) following Admission will take place within the
central securities depositary system administered by Euroclear Bank
SA/NV ("Euroclear Bank") (the "Euroclear System"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Bookrunner 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 Euroclear
System within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee
and settlement instructions.
Placees should settle against Euroclear ID: EC 66909 for Davy.
It is expected that such trade confirmation will be despatched on 1
December 2022 and that this will also be the trade date. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing Euroclear system or certificated settlement instructions
which it has in place with the Bookrunner.
It is expected that settlement will be on 1 December 2023 on a
delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by the
Bookrunner.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed no later than 28
November 2023 in accordance with those instructions or other
certificated settlement instructions that it has in place with the
Bookrunner.
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
SONIA as determined by the Bookrunner.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's own account and
profit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The Placee will, however, remain liable for
any shortfall below the aggregate amount owed by such Placee and it
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in the Placee's name or that of its nominee or in the
name of any person for whom the Placee is contracting as agent or
that of a nominee for such person, such Placing Shares will,
subject as provided below, be so registered free from any liability
to stamp duty or stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax is payable in respect of the issue of the Placing Shares,
neither the Bookrunner 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 submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf)
acknowledges, undertakes, represents, warrants and agrees (as the
case may be) that:
1 it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the Placing
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein;
2 it has received this Announcement solely for its use and has
not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the
Placing (including any electronic copies thereof);
3 no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering
document in connection with the Book Build, the Placing or the
Placing Shares;
4 its participation in the Placing shall also be subject to the
provisions of the Placing Agreement and the Articles;
5 (i) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to
a Regulatory Information Service by or on behalf of the Company
prior to the date of this Announcement (the "Publicly Available
Information");
(ii) the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, 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 such 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 and
(iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
6 neither the Bookrunner, the Company nor any of their
respective affiliates, agents, directors, officers, 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 other than the information included in this
Announcement; nor has it requested the Bookrunner, the Company, any
of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information;
7 the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither the
Bookrunner, nor any person acting on its behalf has or shall have
any liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any Publicly Available Information (including the Exchange
information), such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by the
Bookrunner or the Company or their respective affiliates and none
of the Bookrunner nor the Company nor their respective affiliates
will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
8 to the extent it has received any inside information (for the
purposes of MAR) in relation to the Company and its securities, 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;
9 neither the Bookrunner nor any person acting on its behalf nor
any of its respective affiliates has or shall have any liability
for any Publicly Available Information (including any Exchange
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;
10 it has complied with its obligations under the Criminal
Justice Act 1993 and MAR and in connection with money laundering
and terrorist financing under the Criminal Justice (Money
Laundering and Terrorist Financing) Act 2010 (as amended), the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 (as amended) and the Money
Laundering Regulations 2007, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (the "Regulations") and any related or similar
rules, regulations or guidelines, issued, administered or enforced
by any government agency having jurisdiction in respect thereof or
under or under any other applicable equivalent Irish legislation
and the Money Laundering Sourcebook of the FCA and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations;
11 if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares
subscribed for 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 EEA or to which the Prospectus Regulation otherwise applies
other than to qualified investors, or in circumstances in which the
prior written consent of the Bookrunner has been given to the
proposed offer or resale;
12 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
13 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the UK or EEA prior to 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 in and which will not
result in an offer to the public in the UK or any member state of
the EEA within the meaning of the Prospectus Regulation (including
any relevant implementing measure in any member state);
14 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 section 21(1) of FSMA does not require approval of the
communication by an authorised person;
15 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;
16 if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, and is a qualified investor as defined in Section 86 of
FMSA or is a person to whom this Announcement may otherwise be
lawfully communicated;
17 any offer of Placing Shares may only be directed at persons
in member states of the EEA who are "qualified investors" within
the meaning of Article 2(e) of the Prospectus Regulation and
represents and agrees that, in the EEA, it is such a qualified
investor or otherwise, to persons to whom it may otherwise be
lawful to communicate it.;
18 (i) it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant
jurisdictions which apply to it,
(ii) it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
participation in the Placing (including executing and delivering
all documents necessary for such participation),
(iii) it is and will remain liable to the Company and/or the
Bookrunner for the performance of all of its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations, and that its
subscription of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise,
(iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory and
(v) it has not taken any action which will or may result in the Company, the Bookrunner or any of its 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. Each Placee agrees that the provisions of this paragraph 18 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
19 the Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or jurisdiction of the United States, or the
relevant Australian, Canadian, Japanese, New Zealand or South
African securities legislation and therefore the Placing Shares may
not be offered, sold, transferred or delivered directly or
indirectly into the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or their respective
territories and possessions, except subject to limited
exemptions;
20 it has complied with all relevant laws and regulations of all
relevant territories, obtained all requisite governmental or other
consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in the Bookrunner, the Company or any of its respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
21 its purchase of 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 purchase;
(ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the
Company;
22 it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other subscribers or
sold as the Bookrunner may in its discretion determine and it will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the Issue Price and the number of
Placing Shares allocated to it and may be required to bear any
stamp duty for stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in
this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
23 neither the Bookrunner nor any of its respective affiliates,
nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of the Bookrunner for the purposes of the
Placing and that the Bookrunner has no duties or responsibilities
to it for providing the protections afforded to their 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 their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
24 the person whom it specifies for registration as holder of the Placing Shares will be
(i) itself or
(ii) its nominee, as the case may be.
Neither the Bookrunner 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 participate in the
Placing and it agrees to indemnify the Company and the Bookrunner
in respect of the same on the basis that the Placing Shares will be
allotted to the Euroclear Bank securities clearance account of the
Bookrunner who will hold them as nominee on behalf of such
Placee;
25 these terms and conditions and 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
Ireland 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 Irish courts as regards any claim, dispute or matter arising
out of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares
(together with any interest chargeable thereon) may be taken by the
Company or the Bookrunner 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;
26 the Bookrunner and its respective affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable, and it irrevocably authorises the Bookrunner to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
27 it agrees to indemnify on an after-tax basis and hold the
Company and the Bookrunner and its respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in the Appendices and further agrees
that the provisions of the Appendices shall survive after
completion of the Placing;
28 it will acquire any Placing Shares subscribed for by it for
its 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 and agreements herein on
behalf of each such account;
29 its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and the Bookrunner. 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
the subscription by it and/or such person direct from the Company
for the Placing Shares in question. 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 Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted 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) or under applicable Irish
legislation. If there are any such arrangements, or the settlement
relates 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 neither the Bookrunner or the Company 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 notify
the Bookrunner accordingly;
30 no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the
Bookrunner that would, or is intended to, permit a public offer of
the Placing Shares in any country or jurisdiction where any such
action for that purpose is required;
31 in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing. It further confirms
that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
32 it has
(a) made its own assessment and satisfied itself concerning
legal, regulatory, tax, business and financial considerations in
connection herewith to the extent it deems necessary;
(b) had access to review publicly available information
concerning the Company that it considers necessary or appropriate
and sufficient in making an investment decision;
(c) reviewed such information as it believes is necessary or
appropriate in connection with its subscription of the Placing
Shares; and
(d) made its investment decision based upon its own judgment,
due diligence and analysis and not upon any view expressed or
information provided by or on behalf of the Company or
Bookrunner;
33 it may not rely on any investigation that the Bookrunner or
any person acting on its behalf may or may not have conducted with
respect to the Company, or the Placing and none of the Company or
the Bookrunner has made any representation to it, express or
implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, or as to any other matter
relating thereto, and nothing herein shall be construed as a
recommendation to it to subscribe for the Placing Shares. It
acknowledges and agrees that no information has been prepared by
the Bookrunner or the Company for the purposes of this Placing;
34 it will not hold the Company, the Bookrunner or any of its
respective affiliates or any person acting on their behalf
responsible or liable for any misstatements in or omission from any
publicly available information relating to the Company or
information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors
relating to the Company (the "Information") and that none of the
Company, the Bookrunner nor any person acting on its behalf makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
35 the Placee is either
(A) a person located outside the United States and is
subscribing for Placing Shares only in an "offshore transaction" as
defined in and pursuant to Regulation S, or
(B) within the United States and a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act and
is not subscribing for Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any Placing Shares in or into the United States, and
has or will have executed and delivered a U.S. investor
representation letter substantially in the form set out in the
letter provided to it by the Bookrunner to the addressees specified
therein;
36 the Placee is not acquiring Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act);
37 it is not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time
the undertaking to subscribe for Placing Shares is given; and
38 the foregoing representations, warranties and confirmations
are given for the benefit of the Company and the Bookrunner and are
irrevocable. The Company, the Bookrunner and its respective
affiliates, agents, directors, officers and employees and others
will rely upon the truth and accuracy of the foregoing
acknowledgements, representations, warranties and agreements and it
agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring of
Placing Shares is no longer accurate, it shall promptly notify the
Company and the Bookrunner. It irrevocably authorises the
Bookrunner and the Company to produce this Announcement pursuant
to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set out herein.
Stamp duties etc.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor the Bookrunner will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, the Bookrunner and its respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings.
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
United Kingdom 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. Each Placee agrees to indemnify on an
after-tax basis and hold harmless the Company, the Bookrunner and
its respective affiliates, agents, directors, officers and
employees from any and all interest, fines or penalties in relation
to any such duties or taxes to the extent that such interest, fines
or penalties arise from the unreasonable default or delay of that
Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Bookrunner
accordingly.
Supplemental
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Bookrunner or any of its
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with a
Bookrunner on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA.
The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from the Bookrunner's money in
accordance with the client money rules and will be used by the
Bookrunner in the course of its own business; and the Placee will
rank only as a general creditor of the Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
APPIX 2
Definitions
The following definitions apply throughout this Announcement,
unless otherwise stated or the context requires otherwise:
"Acquisition" means the acquisition by the Company of the entire
issued share capital of M&M;
"Admission" means admission of the New Ordinary Shares to
trading on AIM becoming effective in accordance with Rule 6 of the
AIM Rules;
"AIM" means the AIM market operated by the London Stock
Exchange;
"AIM Rules" means the London Stock Exchange's rules and guidance
notes contained in its AIM Rules for Companies publication relating
to companies whose securities are traded on AIM, as amended from
time to time;
"Announcement" means this announcement (including the appendices
to this announcement);
"Articles" means the articles of association of the Company in
force on the date hereof;
"Book Build" means the accelerated book build process to be
conducted by the Bookrunner to arrange participation by the Placees
in the Placing;
"Bookrunner" means Davy;
"CBI" means the Central Bank of Ireland;
"Companies Act" means the Companies Act 2014 of Ireland (as
amended);
"Company" means Roebuck Food Group plc, a public limited company
registered in Ireland with number 51842 and its registered office
at 6th Floor, South Bank House, Barrow Street, Dublin 4, D04 TR29,
Ireland;;
"Davy" means J&E Davy Unlimited Company;
"Euroclear Bank" means Euroclear Bank SA/NV;
"Euroclear System" means the central securities depositary
system operated by Euroclear Bank;
"FCA" means the Financial Conduct Authority in its capacity as
the competent authority for the purposes of Part VI of FSMA;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended);
"Fundraising" means the Placing;
"Issue Price" means STG13.5 p per Placing Share;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 31 December 2023;
"MAR" means the Market Abuse Regulation (EU) No 596/2014), as
amended and equivalent or comparable law in the United Kingdom;
"M&M" means Moorhead & McGavin Limited, company
registered in the United Kingdom with number SC012722 and its
registered office at 7-11 Melville Street, Edinburgh, EH3 7PE;
"New Ordinary Shares" means the Placing Shares;
"Notice of EGM" means the notice convening the Extraordinary
General Meeting to be issued by the Company;
"Ordinary Shares" means the ordinary shares of EUR0.025 each in
the share capital of the Company;
"Placees" means persons to be procured or accepted by the
Bookrunner to subscribe for Placing Shares pursuant to the
provisions of the Placing Agreement.
"Placing" means the placing of the Placing Shares at the Issue
Price by the Bookrunner as agent for and on behalf of the Company
pursuant to the terms of the Placing Agreement;
"Placing Agreement" means the conditional agreement dated 3
November 2023 between (1) the Company and (2) Davy relating to the
Placing, further details of which are set out in this
Announcement;
"Placing Shares" means the Ordinary Shares of the Company of
EUR0.025 each to be issued by the Company and subscribed for
pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129 and any
equivalent or comparable legal provision of the United Kingdom;
"Prospectus Rules" or "PR" means the latest edition of the
"Prospectus Rules" made pursuant to section 73A of FSMA;
"Regulation D" means Regulation D as promulgated under the
Securities Act;
"Regulation S" means Regulation S as promulgated under the
Securities Act;
"Regulatory Information Service" or "RNS" means any of the
services set out in the list of Primary Information Providers
maintained by the FCA and CBI;
"Securities Act" or "U.S. Securities Act" means the United
States Securities Act of 1933, as amended;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States of
America and the district of Columbia and all other areas subject to
its jurisdiction;
"EUR " means Euro, the lawful currency of Ireland; and
"STG" or "GBP" means Sterling, the lawful currency of the United
Kingdom.
APPIX 3
FURTHER PARTICULARS OF THE ACQUISITION
(a) Particulars of the transaction, including the name of any
other relevant parties
The Acquisition is governed by a sale and purchase agreement
("SPA") dated 3 November 2023 made between Ballos Limited (the
"Seller"), Markos Dafereras and Sheila Dafereras, and the Company.
Under the SPA, the Company has conditionally agreed to acquire the
entire issued share capital of Moorhead & McGavin Ltd
("M&M")). The SPA is subject to the passing of the resolutions
to be proposed at the EGM ("the Resolutions"). Subject to the
passing of those Resolutions, the Acquisition will take place
within 7 business days following the EGM ("Completion"). The
Warrantors together hold 76% of the share capital of the Seller and
are parties to the SPA for the purposes of giving warranties and
indemnities and guaranteeing the obligations of the Seller
thereunder.
The Seller is Ballos Limited, a private limited company
incorporated in Scotland with company number SC195723 and with its
registered office at 7-11 Melville Street, Edinburgh, EH3 7PE. The
company's directors are Markos Dafereras and Sheila Dafereras. The
company is wholly owned by members of the Dafereras family, namely
Markos Dafereras (38%), Sheila Dafereras (38%), Pierros Dafereras
(8%), Harry Dafereras (8%) and Nicholas Dafereras (8%) and acts as
a holding company for certain assets of the Dafereras family
including the shares in M&M.
(b) A description of the assets which are the subject of the
transaction, or the business carried on by, or using, the
assets
Moorhead & McGavin Ltd established in Motherwell, Scotland
is a supplier of pulses, cereals, pasta, rice, and pulse/rice
flours to the foodservice, wholesale, manufacturing, and retail
sectors in Scotland. This year marks 100 years of its being
registered as a limited company in the UK.
It operates from a 15,635 sq ft freehold facility at 21 Newhut
Road, Motherwell, Scotland which comprises 13,786 sq ft of
industrial space for storage, packing, pea dehydration, and flour
milling, in addition to 1,849 sq ft of office space.
(c) The profits attributable to the acquired company
In the financial year ended 31 December 2022 it had revenue of
GBP7.26 million, EBITDA of GBP377,000 and net assets of GBP1.65
million.
(d) The value of the assets of the acquired company
M&M had net assets of GBP1.65 million as at 31 December
2022.
(e) The full consideration and how it is being satisfied
The consideration is GBP2,225,000 to be satisfied in cash as to
GBP2,075,000 and as to GBP150,000 by way of Ordinary Shares ("the
Consideration Shares") on completion of the transaction, (the
number of Consideration Shares to be calculated based on the
average trading price of the Company's Ordinary Shares during the 3
business days prior to Completion). The consideration is subject to
adjustment by reference to a completion accounts mechanism related
to M&M's net assets at Completion.
(f) The effect of the Acquisition on Roebuck Food Group plc
The Acquisition will result in the Company expanding into the
supply of pulses, cereals, pasta, rice, and pulse/rice flours to
the foodservice, wholesale, manufacturing, and retail sectors. The
Acquisition is estimated by the Directors to result in an increase
of gross revenues by GBP7.26 million and an increase in profits
before tax of GBP0.1 million.
(g) Details of the service contracts of any proposed
directors
There will be no appointments to the Board of the Company as a
result of the Acquisition.
Mr Markos Dafereras, one of the shareholders of the Seller, has
agreed a service agreement with M&M whereby he will be employed
as Managing Director of M&M for a period of one year, expiring
on 1 December 2024 at an annual salary of GBP100,000.The service
agreement is terminable by either party by 2 months' notice.
END
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END
ACQBTBJTMTTMTLJ
(END) Dow Jones Newswires
November 03, 2023 03:05 ET (07:05 GMT)
Grafico Azioni Roebuck Food Group Public (LSE:RFG)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Roebuck Food Group Public (LSE:RFG)
Storico
Da Set 2023 a Set 2024