TIDMQED
RNS Number : 2709F
Quadrise PLC
07 July 2023
THIS ANNOUNCEMENT (INCLUDING APPIX 1) AND THE INFORMATION HEREIN
(THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE,
DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
SHOULD BE READ IN ITS ENTIRETY, IN PARTICULAR, PERSONS RECEIVING
THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE INFORMATION
PROVIDED IN THE "IMPORTANT NOTICES" SECTION OF THIS
ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN QUADRISE PLC
IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES
DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT
CURRENTLY INT TO REGISTER ANY SECURITIES UNDER THE SECURITIES
ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC
LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL
BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
7 July 2023
Quadrise Plc
(the "Company" and together with its subsidiaries the "Group" or
"Quadrise")
Proposed Placing of New Ordinary Shares and Open Offer
Quadrise Plc (AIM:QED), the supplier of innovative energy
solutions for a cleaner planet, today announces its intention to
conduct a placing of up to 140 million new ordinary shares of
GBP0.01 each in the capital of the Company ("New Ordinary Shares")
(the "Placing Shares") at a price of 1.25 pence per Placing Share
(the "Placing Price") to institutional and other investors to raise
gross proceeds of not less than GBP1.0 million (the "Placing").
In addition, and in recognition of the continuing support from
long-term shareholders, the Company also announces that it will be
providing existing Qualifying Shareholders with the opportunity to
participate in an open offer of New Ordinary Shares in the capital
of the Company at the Placing Price to raise additional gross
proceeds of up to a maximum of approximately GBP2.25 million (the
"Open Offer"). The Open Offer will be launched on conclusion of the
Placing and for such an amount as, together with the gross proceeds
of the Placing, will see the Company raise gross proceeds of an
aggregate of GBP3.25 million. The Placing Shares are not subject to
clawback and will not be part of the Open Offer.
The total number of Placing Shares will not exceed 10 per cent.
of the Company's existing ordinary share capital and no more than
GBP1.75 million (gross) will be raised under the Placing.
The Placing will be conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following this
Announcement. The Placing is subject to the terms and conditions
set out in Appendix 1 to this Announcement.
Shore Capital Stockbrokers Limited ( "Shore Capital") and VSA
Capital Limited ("VSA Capital") (together, the "Bookrunners") are
acting as joint bookrunners and placing agents in connection with
the Placing. Cenkos Securities plc ("Cenkos") is acting as
nominated adviser to the Company.
The Placing and Open Offer are conditional on, inter alia, (i)
the Placing Agreement becoming unconditional in all respects in
relation to the Placing and not having been terminated in
accordance with its terms and (ii) Admission.
The Placing Shares and the Open Offer Shares will be issued and
allotted under the Company's existing authorities obtained at the
Company's last annual general meeting held on 25 November 2022.
For further information, please contact:
Quadrise Plc +44 (0)20 7031 7321
Andy Morrison, Chairman
Jason Miles, Chief Executive Officer
Nominated Adviser
Cenkos Securities plc +44 (0)20 7397 8900
Ben Jeynes
Katy Birkin
Joint Brokers
Shore Capital Stockbrokers Limited +44 (0)20 7408 4090
Toby Gibbs, Iain Sexton, Rachel
Goldstein (Corporate Advisory)
Fiona Conroy (Corporate Broking)
VSA Capital Limited
Andrew Raca (Corporate Finance)
Andrew Monk (Corporate broking) +44 (0)20 3005 5000
Public & Investor Relations
Vigo Consulting
Patrick D'Ancona
Charlie Neish +44 (0)20 7390 0230
Details of the Placing
The Placing is subject to the terms and conditions set out in
Appendix 1 to this Announcement. The Bookrunners will commence the
Bookbuild in respect of the Placing immediately following the
release of this Announcement. The number of Placing Shares will be
determined at the close of the Bookbuild and will be announced as
soon as practicable after the close of the Bookbuild.
The timing of the closing of the Bookbuild, pricing and
allocations of the Placing Shares are at the absolute discretion of
the Bookrunners, in consultation with Cenkos and the Company.
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with each other, with the
Open Offer Shares and with the Existing Ordinary Shares, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
Application will be made to the London Stock Exchange for the
Placing Shares and Open Offer Shares to be admitted to trading on
AIM. Settlement for the Placing Shares is expected to take place on
or around 8.00 a.m. on 12 July 2023 ("First Admission") (or such
later date as may be agreed between the Bookrunners, Cenkos and the
Company being no later than 8.00 a.m. BST on 9 August 2023).
Settlement for the Open Offer Shares is expected to take place on
or around 8.00 a.m. on 26 July 2023 ("Second Admission") (or such
later date as may be agreed between the Bookrunners, Cenkos and the
Company being no later than 8.00 a.m. BST on 9 August 2023).
The Placing is conditional upon, inter alia, (i) the Placing
Agreement not being terminated in accordance with its terms and
(ii) First Admission becoming effective. Appendix 1 to this
Announcement sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.
Background to and Rationale for the Placing and Open Offer
The cost of energy and the transition to secure sustainable fuels
continue to be top priorities for governments, businesses and
society as a whole. During the 2022-23 financial year, Quadrise
has continued to position itself as a provider of decarbonisation
solutions, further highlighted by our recently announced name
change and TIDM 'ticker' update to QED to represent the Quadrise
focus on energy decarbonisation and to highlight the simplicity
of our solutions. The Board remains confident in both the quality
of our solutions and the commercial opportunities that they provide.
Quadrise's near-term strategy remains to focus on our key projects
in Morocco, Utah and with MSC, which represent the most efficient
use of our financial resources and provide the fastest and most
material pathways to commercialisation. Important milestones have
been reached in each of these key projects, with the Company now
expecting commercial revenues in Q3 2023 from Valkor following
the expected approval of its drilling permits and financing. This
is a critical milestone in attracting new customers, investors
and strategic partners.
The net proceeds of the Placing, together with the Group's existing
cash resources, are expected to provide the Company with the funds
required to progress the Company's operations and active projects
until 28 February 2024, at the minimum Placing size. Should a
further GBP0.75 million be raised pursuant to the Placing and/or
Open Offer, the additional proceeds are expected to provide the
Company with sufficient funds to continue to progress the Company's
operations and active projects to 30 June 2024 and, assuming the
Open Offer is fully subscribed, the Company would expect to have
sufficient funding to take the Company, should active project
milestones be delivered on currently anticipated timelines, through
to the generation of profit and positive cashflows.
Views of the Board
The Board believes that the net proceeds of the Placing and Open
Offer will strengthen the Company's balance sheet and secure the
Company's financial position in the immediate future and, should
the Open Offer be fully subscribed, will provide the Company with
sufficient resources with which to advance the Company's operations
and active projects to the point at which the Company is generating
profit and positive cash flows from operations.
The Board therefore considers the Placing and the Open Offer to
be in the best interests of the Company and its Shareholders as
a whole.
Certain of the Company's Directors and PDMRs intend to participate
in the Placing or Open Offer in respect of an aggregate of up
to 3,280,000 New Ordinary Shares in the Company.
Key Project Delivery
Each of the key projects in the marine, upstream and industrial
sectors is now nearing a major milestone, and our focus is on
the completion of the trials and agreements that will demonstrate
MSAR(R) and bioMSAR(TM) technology at commercial scale.
MSC
The preparatory work to enable the Letter Of No Objection ("LONO")
fuel trials of both bioMSAR(TM) and MSAR(R) on board the MSC Leandra
continues to progress.
Following the testing of bioMSAR(TM) at Wärtsilä in
December 2022, Quadrise and MSC are now scheduling the bioMSAR(TM)
hazard identification and operability study as recommended by
Wärtsilä, which assesses feasibility and safe operability
prior to use on the vessel's 2-stroke main engine. This exercise
is expected to be completed in early Q3 2023.
The MSC Leandra has recently left dry-dock, during which time
it was inspected and installed with equipment designed to reduce
emissions and improve vessel efficiency. The vessel, formerly
the Seago Istanbul, was previously used to conduct an MSAR(R)
trial in 2016 which, despite positive results, was halted by Maersk
prior to its conclusion (due to reasons unrelated to the fuel).
The emulsion fuel booster unit already on board has been inspected
and will be upgraded and tested in readiness for use, so the vessel
preparation required for the trial is minimal.
Quadrise is progressing discussions with potential feedstock suppliers
for the trial, with the intention to conclude Tripartite Agreements
with a fuel supplier and MSC as soon as possible. Following the
installation and commissioning of Quadrise equipment at the supplier
site, the intention is then to commence commercial-scale Proof-of-Concept
and LONO trials on bioMSAR(TM) in H1 2024.
Once the initial MSAR(R) or bioMSAR(TM) fuel has been loaded and
the on-board systems commissioned, the vessel will be bunkering
bioMSAR(TM) throughout the Proof-of-Concept testing phase and
then the LONO trial, which is currently expected to be of 4,000-hour
duration.
In addition to seeking to progress this opportunity with MSC as
currently envisaged, the Company continues to assess strategic
means and/or partnerships which might have the possibility of
accelerating the commercialisation of both bioMSAR(TM) and MSAR(R)
for marine applications.
Utah
In June 2023, QIL signed a Site License and Supply Agreement with
Valkor Technologies LLC ("Valkor"), under which QIL has granted
Valkor the exclusive right and licence to use its technology at
the Primary Project Site ("PPS") at Asphalt Ridge in Utah, USA
and to market the fuel on a non-exclusive basis from Utah.
In exchange, Valkor will pay QIL US$1.0 million conditional on
receipt of drilling and underground injection permits for the
PPS from the Utah Department of Oil, Gas and Mining and the receipt
by Valkor of project financing in an amount of at least US$15
million for the PPS. Valkor will pay QIL a further US$0.5 million
upon delivery of a MMU to the PPS.
Following Valkor's receipt of the MMU, QIL will provide engineering
and other support services for a minimum of two years, and for
which Valkor will pay QIL a quarterly retainer of US$75,000. Valkor
may then purchase QIL's technology and MMU for US$1.0 million.
A non-binding Heads of Agreement has also been entered into between
the parties which sets out the basis on which QIL and Valkor will
seek to agree a conditionally exclusive Sub-License Agreement
to be granted to Valkor covering the state of Utah, as well as
the terms on which the resulting net profit generated will be
shared between QIL and Valkor.
Valkor is leading activities for the award of drilling permits
at Asphalt Ridge, following successful exploration drilling in
2022. The oil sands reserves at Asphalt Ridge comprise billions
of barrels, with Valkor having interests in multiple projects
at this location. Oil samples supplied by Valkor were successfully
converted to both MSAR(R) and bioMSAR(TM) by our RDI team at QRF
in 2022.
Valkor expects the necessary drilling and underground injection
permits to be awarded for the PPS in August 2023, with drilling
to commence as soon as weather permits, with produced heavy oil
available for conversion to bioMSAR(TM) and MSAR(R) for trials
later in 2023.
These trials would then be expected to lead to commercial supply,
subject to discussions with stakeholders to finalise agreements.
Through the application of CO(2) sequestration and proprietary
new enhanced oil recovery technology in Utah, the extracted heavy
oil is anticipated to have a lower carbon intensity than conventional
oils. In addition, the very low sulphur content and properties
of this heavy oil allow it to comply with the International Maritime
Organisation's regulations on marine fuel once converted to MSAR(R)
or bioMSAR(TM), without the need for carbon-intensive oil refining.
This heavy oil would therefore be a low carbon, low sulphur MSAR(R)
or bioMSAR(TM) option for potential use in the industrial, power
and marine sectors.
Morocco
In June 2022, QIL signed a new Material Transfer & Cooperation
Agreement with its client in Morocco, a major chemicals Company,
under which QIL will manufacture trial quantities of MSAR(R) and
bioMSAR(TM) for the purpose of an industrial demonstration test
at the Client's 'Site-B' facility. QIL will then provide the Client
with a written report on the efficacy of using MSAR(R) and bioMSAR(TM).
Provided the client-specified deliverables regarding performance
and product quality are met, the parties will enter into discussions
for a potential commercial supply of MSAR(R) and/or bioMSAR(TM).
In parallel with preparations for the site demonstration tests,
Quadrise has since completed a technical and economic feasibility
study for a potential additional industrial demonstration test
at a second site of the client. T his additional industrial demonstration
test will be subject to future agreement, once confirmed.
Following signature of the new Agreement, volumes of MSAR(R) and
bioMSAR(TM) were produced by Quadrise at a site in Europe and
shipped to Morocco. Due to the process of clearing a new fuel
through Moroccan customs, the commencement of the MSAR(R) demonstration
test was subject to delays, with 60mt of MSAR(R) and 10mt of bioMSAR(TM)
arriving at Site B in late February 2023. Following the completion
of the site engineering set up, and finalisation of the client's
production schedule, the trial commenced in May 2023.
Cold start-up of the client's combustion unit was carried out
and the initial unit warm-up sequence was tested using MSAR(R)
fuel. Whilst running at 100% a mechanical component in the pumping
and heating unit failed progressively, reducing the available
unit load achievable from the burner, and it became impossible
to complete the testing during May as originally planned. The
parties agreed to pause the trial so that the client could complete
their scheduled production run, and the respective part could
be replaced.
The replacement mechanical parts are now on site at the client's
premises, enabling Quadrise to finalise optimisation of combustion
at full load when the trial resumes.
Quadrise personnel are regularly visiting the client's site preparing
for resumption of the trial in July 2023, with results expected
shortly after completion of testing and joint review with the
client.
Upon success, the parties will enter discussions for potential
commercial supply, with a view to signing a fuel supply agreement
in Q3 2023, in addition to concluding agreements for testing at
other client sites as required.
Americas
QIL has recently signed a Letter of Intent with a central American
power provider outlining our mutual intent for a commercial test
of MSAR(R) and bioMSAR(TM) at the provider's power plant, with
conclusion of a Test Agreement and site trial being the precursors
for entry into a Fuel Supply Agreement. Discussions are ongoing
and we expect agreements to be finalised during Q3 2023. Together
with our local agents, we continue to explore other opportunities
in the region. Discussions with a large refinery in the Caribbean
continue to progress subject to them obtaining an operating license.
Efforts continue to progress activities in Mexico with the state
oil company (Pemex) and utility operators.
Outlook: 2023 and Beyond
In March 2023, the Company changed its name to Quadrise Plc and
its TIDM to 'QED'. The renaming of the Company is part of the
Board's initiative to emphasise Quadrise's position in the energy
decarbonisation space amongst customers and investors and to acknowledge
the material contribution that the Company's technology solutions
can make to reducing carbon intensity in marine, power and industrial
applications. The move sets the tone for the future direction
of the Company as it continues to implement its strategy towards
net-zero carbon energy solutions and carbon mitigations.
The Company's inaugural Sustainability Report was launched in
November 2022. This report is designed to place the Company in
the broader environmental context and serve as an accessible reference
point for decision-makers in the marine, energy and industrial
sectors looking to decarbonise their businesses rapidly, practically
and economically, as well as providing important information on
the Company's positioning for investors. The report includes an
overview of the environmental and economic benefits of the Company's
technology as well as its scope 1 and 2 carbon emissions, alignment
to the UN Sustainability Goals and ambitions to create a net-zero
fuel by 2030.
Environmental considerations and emissions regulations are becoming
ever more prominent in driving the business case for MSAR(R) and
bioMSAR(TM) technology. In the United States, the Inflation Reduction
Act has created a favourable environment for energy decarbonisation
technologies which we look forward to capitalising upon with our
partners at Valkor.
The introduction and implementation of environmental regulations,
particularly in Europe, is expected to increase biofuel use in
our target sectors. Shipping is now included in the EU ETS and
Fit-for-55 regulations, that are expected to increase the use
of marine biofuels from 2024 for most vessels operating within
or near EU waters. Revenues raised via the ETS are to be reinvested
into an Innovation Fund reserved for sustainable shipping, the
protection of maritime habitats and for funding programmes to
decarbonise the maritime sector. Additionally, subsidies are still
available for renewable waste-based biofuel feedstocks such as
glycerine that should enhance the attractiveness of bioMSAR(TM)
against competing biofuels in certain bunker locations. Market
conditions and trends therefore provide a favourable environment
for Quadrise to progress its contract discussions and business
development activities on all fronts.
During 2022-23, we have seen energy security, climate change and
fuel costs rise to the top of the policy agenda for governments
and businesses alike, and the need for solutions such as ours
has never been more vital. The positioning of Quadrise as an energy
decarbonisation enabler is an important statement of intent to
progress licence agreements and commercial-scale trials which
are expected to lead to supply contracts and commercial revenues
from MSAR(R) and bioMSAR(TM). Looking ahead, our continued development
of bioMSAR(TM) and net-zero solutions opens up exciting opportunities
to deploy our unique proven emulsion technology platform in new
applications, helping to secure a cleaner future for our clients.
Quadrise has a small, highly motivated and capable team and our
continued progress is only possible through the significant contribution
of everyone working within the business. I would like to thank
them all for their continued dedication and professionalism. Finally,
I would like to thank, once again, our shareholders for their
support which as always will remain, fundamental to the long-term
success of Quadrise.
Use of proceeds
During the 2022-23 financial year, the Company has built considerable
momentum in implementing its strategy of reaching cash breakeven
by focusing on a limited number of active projects and developing
net zero carbon Heavy Fuel Oil liquid drop-in alternatives for
its customers, principally in the intercontinental shipping and
power generation sectors. Once cash breakeven is achieved, further
scaling of the business to achieve its vast potential is expected
to be conducted with industry partners. The Company's active projects
are intended to act as "use cases" to demonstrate traction and
to help drive partnership programmes.
The net proceeds of the Placing at the minimum deal size are expected
to enable Quadrise to operate until 28 February 2024. The Placing
proceeds will also support the Company's business development
activities, enabling progress with bioMSAR Zero development and
in other key markets such as the Americas.
Should additional funds of GBP0.75 million be raised pursuant
to the Placing and/or Open Offer, the Company will be funded through
to 30 June 2024, before which time Quadrise expects to be generating
early stage revenues from its projects in Morocco and Utah and
for the LONO trials with MSC to be well underway.
Should the Open Offer be fully subscribed, the additional proceeds
will further strengthen the Company's balance sheet, and in doing
so provide resources to continue its operations and advance its
active projects, should active project milestones be delivered
on currently anticipated timelines, to the point of positive cashflow
generation and profitability.
IMPORTANT NOTICES
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions").
The New Ordinary Shares referred to herein have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and in compliance with the securities laws of
any state or other jurisdiction of the United States. The New
Ordinary Shares are being offered and sold solely outside the
United States in "offshore transactions" as defined in and pursuant
to Regulation S under the Securities Act. No public offering of New
Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company, Bookrunners or Cenkos
or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to such New Ordinary
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 restrictions contained
in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129
(together with its delegated and implementing regulations) (the "EU
Prospectus Regulation"), (b) 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 "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 Article 2
(e) of the Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation"), and (c) persons to whom
it may otherwise lawfully be communicated (each such person being a
"Relevant Person"). No other person should act on 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, investors represent and agree that they
are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by Cenkos, the
Bookrunners or any other person authorised under FSMA. This
Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the UK Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the Financial Conduct
Authority in the United Kingdom ("FCA"), the London Stock Exchange
or applicable law, the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's 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 Group.
Cenkos, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser exclusively for the
Company and no one else in connection with the Placing and Open
Offer and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Open
Offer and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients, nor for
providing advice, in relation to the Placing and Open Offer or any
other matter referred to in this Announcement. Cenkos'
responsibilities as the Company's nominated adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are
owed to the London Stock Exchange and the Company and not to any
other person.
Shore Capital and VSA Capital, who are authorised and regulated
in the United Kingdom by the FCA, are acting exclusively for the
Company as joints bookrunners and brokers and no one else in
connection with the Placing and Open Offer and will not regard any
other person (whether or not a recipient of this Announcement) as
their client in relation to the Placing and Open Offer and will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice, in
relation to the Placing and Open Offer or any other matter referred
to in this Announcement. The responsibilities of Shore Capital and
VSA Capital as the Company's joint brokers are owed to the London
Stock Exchange and not to any other person.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cenkos,
Shore Capital or VSA Capital or by their affiliates or their
respective agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefor is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
Appendix 1 to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares 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 set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in Appendix 1.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX 1 AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT")
(WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS WHO FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") ("INVESTMENT
PROFESSIONALS") OR FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (B) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS, INCLUDING INVESTMENT PROFESSIONALS, TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR
A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE
COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE
WHERE SUCH OFFERING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX OR BUSINESS CONSEQUENCES AND RELATED ASPECTS OF A PURCHASE OF
PLACING SHARES.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement (including this Appendix 1) should be read in
its entirety. In particular, any Placee should read and understand
the information provided in the "Important Notices" section of this
Announcement.
By participating in the Bookbuild (as defined below) and the
Placing, each Placee will be deemed (i) to have read and understood
this Announcement in its entirety, (ii) to be participating, making
an offer to acquire and acquiring Placing Shares on the terms and
conditions contained herein and (iii) to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Announcement (including for the
avoidance of doubt this Appendix 1).
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement (including for the avoidance of doubt this Appendix
1;
3. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix 1;
and
4. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 2 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in, and in accordance with, Regulation S under the US
Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares 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 information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through
a regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by Shore Capital or VSA
Capital to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of Shore
Capital, VSA Capital or the Company or any other person and none of
Shore Capital, VSA Capital the Company nor any other person acting
on such person's behalf nor any of their respective affiliates has
or shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons).
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 to be legal,
tax or business advice. Each Placee should consult its own
attorney, tax advisor and business advisor 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.
Details of the Placing Agreement and the Placing Shares
Shore Capital and VSA Capital are acting as bookrunners and
placing agent in connection with the Placing and have entered into
the Placing Agreement with the Company and Cenkos under which, on
the terms and subject to the conditions set out in the Placing
Agreement, Shore Capital and VSA Capital, as agent for and on
behalf of the Company, have agreed to use their reasonable
endeavours to procure placees for the Placing Shares. The Placing
is not being underwritten by Shore Capital, VSA Capital or any
other person.
The price per Ordinary Share at which the Placing Shares are to
be placed is 1.25 pence per Placing Share (the "Placing Price") and
the final number of Placing Shares will be decided at the close of
the Bookbuild following the execution of the placing terms by the
Company, Shore Capital and VSA Capital (the "Placing Results
Agreement"). The timing of the closing of the book and allocations
are at the discretion of the Company, Shore Capital and VSA
Capital. Details of the number of Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
The Placing Shares will be duly authorised and will, when
issued, be credited as fully paid up and will be issued subject to
the Company's articles of association in place at the time and rank
pari passu in all respects with the Existing Adjusted Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the Placing Shares, and
will on issue be free of all pre-emption rights, claims, liens,
charges, encumbrances and equities.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on AIM.
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. BST on 12 July 2023 (or such later time or
date as Shore Capital, VSA Capital and Cenkos may agree with the
Company, being no later than 8.00 a.m. BST on 9 August 2023) and
that dealings in the Placing Shares will commence at that time.
Bookbuild
Shore Capital and VSA Capital will today commence the
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees at the Placing Price (the
"Bookbuild"). This Announcement 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.
Shore Capital, VSA Capital and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Shore Capital and VSA Capital are arranging the Placing as
bookrunners and placing agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Shore Capital and/or VSA Capital. Shore Capital and VSA Capital may
themselves agree to be a Placee in respect of all or some of the
Placing Shares or may nominate any member of their group to do
so.
3. The number of Placing Shares to be issued at the Placing
Price will be agreed by Shore Capital and VSA Capital (in
consultation with the Company) following completion of the
Bookbuild. Subject to the execution of the Placing Results
Agreement, the Placing Price and the number of Placing Shares to be
issued will be announced on an RIS following the completion of the
Bookbuild via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Shore Capital or VSA Capital. Each bid
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Bids may be
scaled down by Shore Capital and VSA Capital on the basis referred
to in paragraph 6 below. Shore Capital and VSA Capital reserve the
right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids shall be at the absolute
discretion of Shore Capital and VSA Capital, subject to agreement
with the Company.
5. The Bookbuild is expected to close no later than 10.00 a.m.
(BST) today (7 July 2023) but may be closed earlier or later at the
discretion of Shore Capital and VSA Capital subject to agreement
with the Company. Shore Capital and VSA Capital may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed. The Company reserves the right (upon the agreement of
Shore Capital and VSA Capital) to reduce the number of shares to be
issued pursuant to the Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by Shore
Capital and VSA Capital after consultation with the Company (the
proposed allocations having been supplied by Shore Capital and VSA
Capital to the Company in advance of such consultation).
Allocations will be confirmed orally by Shore Capital or VSA
Capital and a Form of Confirmation will be despatched as soon as
possible thereafter. Shore Capital or VSA Capital oral
confirmation, as applicable, to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of Shore Capital, VSA
Capital and the Company, to acquire the number of Placing Shares
allocated to it and to pay the Placing Price in respect of such
Placing Shares on the terms and conditions set out in this Appendix
1 and in accordance with the Company's articles of association. A
bid in the Bookbuild will be made on the terms and subject to the
conditions in this Announcement (including this Appendix 1) and
will be legally binding on the Placee on behalf of which it is made
and except with Shore Capital and VSA Capital consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to such Placee by Shore Capital or
VSA Capital. The terms of this Appendix 1 will be deemed
incorporated in that Form of Confirmation.
8. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver 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 "Right to terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
11. To the fullest extent permissible by law, neither Shore
Capital, nor VSA Capital nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of Shore Capital, VSA Capital, the Company, nor
any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of
Shore Capital or VSA Capital conduct of the Placing.
12. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's, Shore Capital's or VSA Capital's
conduct of the Placing.
13. All times and dates in this Announcement may be subject to
amendment. Shore Capital or VSA Capital, as applicable, shall
notify the Placees and any person acting on behalf of the Placees
of any changes.
Conditions of the Placing
The Placing is conditional upon, inter alia, (i) the conditions
in the Placing Agreement relating to the Placing being fulfilled
and (ii) the Placing Agreement not having been terminated in
accordance with its terms. The obligations of Shore Capital and VSA
Capital under the Placing Agreement are conditional on customary
conditions, including (amongst others) (the "Conditions"):
1. the London Stock Exchange agreeing to admit the Placing
Shares to trading on AIM (subject only to allotment);
2. the Placing Results Agreement having been executed by the
Company and the Bookrunners no later than 6.00 p.m. BST on 7 July
2023 (or such later time or date as Shore Capital and VSA Capital
may otherwise agree with the Company);
3. the delivery by the Company to Shore Capital and VSA Capital
of a warranty confirmation certificate signed by a Director for and
on behalf of the Company not later than 5.00 p.m. BST on the
Business Day immediately prior to the date on which First Admission
is expected to occur (and dated as of such date);
4. the Company having complied in all material respects with its
obligations which fall to be performed on or prior to First
Admission under the Placing Agreement; and
5. First Admission occurring no later than 8.00 a.m. BST on 12
July 2023 (or such later time or date as Shore Capital, VSA Capital
and Cenkos may otherwise agree with the Company, being no later
than 8.00 a.m. BST on 9 August 2023) (the "Closing Date").
Shore Capital and VSA Capital may, at their discretion and upon
such terms as they think fit, waive compliance by the Company with
the whole or in part of any of the Company's obligations in
relation to the Conditions or extend the time or date provided for
fulfilment of any such Conditions in respect of all or any part of
the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If (i) any of the Conditions are not fulfilled or (where
permitted) waived by Shore Capital and VSA Capital by the relevant
time or date specified (or such later time or date as Shore Capital
and VSA Capital may agree with the Company, being no later than
8.00 a.m. BST on 9 August 2023) or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will not
proceed and the Placees' 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 it or on
its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither Shore Capital, VSA Capital nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision 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 Shore
Capital and VSA Capital.
Right to terminate under the Placing Agreement
Each of Shore Capital and VSA Capital is entitled, but after
prior consultation with Cenkos, at any time before First Admission
or Second Admission (as the case may be), to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. Shore Capital or VSA Capital becomes aware of any fact,
matter or circumstance which constitutes or might reasonably be
expected to constitute a breach of the warranties in the Placing
Agreement or which indicates that any of such warranties has become
or might reasonably be expected to become untrue, inaccurate or
misleading by reference to the facts and circumstances then
subsisting; or
2. the Company fails to comply in any material respect with any
of its obligations under the Placing Agreement, or with the
requirements of any laws or regulations in relation to the Placing
it comes to the attention of Shore Capital or VSA Capital that the
Company has failed, in any material respect, to comply with any of
its obligations under the Placing Agreement; or
3. it comes to the attention of Shore Capital or VSA Capital
that any statement contained in the Placing Documents is untrue,
inaccurate or misleading which Shore Capital or VSA Capital (acting
reasonably) considers to be material in the context of the Placing
and Open Offer or that matters have arisen which would, if the
Placing Documents were issued at that time, constitute an omission
therefrom which Shore Capital or VSA Capital (acting reasonably)
considers to be material in the context of the Placing and/or Open
Offer; or
4. there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of Shore Capital or VSA Capital
(acting reasonably), will or is likely to be prejudicial to the
Placing and/or the Open Offer.
If either Shore Capital or VSA Capital (the "Withdrawing
Bookrunner") elects to terminate the Placing Agreement in
accordance with its terms but the other Bookrunner (the "Continuing
Bookrunner") elects not to do so, then the Continuing Bookrunner
has the right to elect to continue to act as the sole placing agent
of the Company in connection with the Placing (the "Step-in Right")
and in those circumstances the Placing Agreement will continue, the
Continuing Bookrunner will assume all rights of the Withdrawing
Bookrunner under the Placing Agreement and all obligations of the
Withdrawing Bookrunner will cease and determine, subject to certain
exceptions.
Assuming the Step-in Right is not exercised and the Placing
Agreement is terminated, upon 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, each Placee agrees that (i) the
exercise by Shore Capital or VSA Capital of any right of
termination or of any other discretion under the Placing Agreement
shall be within the absolute discretion of Shore Capital or VSA
Capital and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so
exercise and (ii) its rights and obligations terminate only in the
circumstances described above under "Right to terminate under the
Placing Agreement" and "Conditions of the Placing", and its
participation will not be capable of rescission or termination by
it after oral confirmation by Shore Capital or VSA Capital of the
allocation and commitments following the close of the
Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to Shore Capital and VSA Capital
that, between the date of the Placing Agreement and 90 days after
the date of First Admission (the "Restricted Period"), it will not,
without the prior written consent of Shore Capital and VSA Capital
directly or indirectly offer, issue, lend, sell or contract to
sell, issue options in respect of or otherwise dispose of or
announce an offering or issue of any Ordinary Shares (or any
interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to,
Ordinary Shares or enter into any transaction with the same
economic effect as, or agree to do, any of the foregoing (whether
or not legally or contractually obliged to do so) provided that the
foregoing restrictions shall not restrict the ability of the
Company or any other member of the Group during the Restricted
Period to grant of options under, or the allotment and issue of
shares pursuant to options under, any employee or non-executive
share or option schemes or long term incentive plans of the Company
(in accordance with its normal practice), or the allotment and
issue of the Open Offer Shares pursuant to
the provisions of the Open Offer.
By participating in the Placing, Placees agree that the exercise
by Shore Capital and VSA Capital of any power to grant consent to
the undertaking by the Company of a transaction which would
otherwise be subject to the restrictive provisions on further
issuance under the Placing Agreement shall be within the absolute
discretion of Shore Capital and VSA Capital and that it need not
make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B11DDB67) following First Admission will take place within the
system administered by Euroclear ("CREST"), subject to certain
exceptions. Shore Capital and VSA Capital reserve the right to
require settlement for, and delivery of, the Placing Shares (or any
part thereof) to Placees by such other means that they may deem
necessary if delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Shore Capital and VSA Capital are acting as settlement banks.
Following the close of the Bookbuild, each Placee to be allocated
Placing Shares in the Placing will be sent a Form of Confirmation
stating the number of Placing Shares allocated to them at the
Placing Price, the aggregate amount owed by such Placee to Shore
Capital or VSA Capital (as the case may be) and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with Shore Capital or VSA Capital.
The Company will deliver the Placing Shares to CREST accounts
operated by Shore Capital and VSA Capital as agent for the Company
and Shore Capital and VSA Capital will enter their respective
delivery instructions into the CREST system. The input to CREST by
a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares
will take place on 12 July 2023 on a delivery versus payment
basis.
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 LIBOR as
determined by Shore Capital or VSA Capital (as the case may
be).
Each Placee is deemed to agree that, if it does not comply with
these obligations, Shore Capital or VSA Capital (as the case may
be) may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for
Shore Capital'or VSA Capital' account and benefit, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and will be required to bear
any stamp duty or stamp duty reserve tax or other taxes or duties
(together with any interest or penalties) imposed in any
jurisdiction 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, Placees should ensure that the Form of
Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
issued in a Placee's name or that of its nominee or in the name of
any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither Shore Capital,
VSA Capital nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Shore Capital and VSA Capital (in their capacity as
bookrunners and placing agents of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of
their application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety
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 and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of association of the Company;
4. 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. Neither Shore Capital, VSA Capital nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes or duties imposed in any
jurisdiction (including interest and penalties relating thereto)
("Indemnified Taxes"). Each Placee and any person acting on behalf
of such Placee agrees to indemnify the Company, VSA Capital and
Shore Capital on an after-tax basis in respect of any Indemnified
Taxes;
5. neither Shore Capital, VSA Capital, nor any of their
affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person in connection with
the Placing;
6. time is of the essence as regards its obligations under this Announcement;
7. 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 Shore Capital or VSA Capital;
8. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
9. no prospectus or other offering document is required under
the UK Prospectus Regulation or the EU Prospectus Regulation, nor
will one be prepared in connection with the Bookbuild, the Placing
or the Placing Shares and it has not received and will not receive
a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
10. in connection with the Placing, Shore Capital, VSA Capital
and any of their affiliates acting as an investor for its own
account may subscribe for Placing Shares in the Company and in that
capacity may retain, purchase or sell for its own account such
Placing Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to Shore
Capital, VSA Capital or any of their affiliates acting in such
capacity;
11. Shore Capital, VSA Capital and their affiliates may enter
into financing arrangements and swaps with investors in connection
with which Shore Capital, VSA Capital and any of their affiliates
may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares;
12. Shore Capital and VSA Capital do not intend to disclose the
extent of any investment or transactions referred to in paragraphs
10 and 11 above otherwise than in accordance with any legal or
regulatory obligation to do so;
13. Shore Capital and VSA Capital do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
14. its participation in the Placing is on the basis that it is
not and will not be a client of any of Shore Capital or VSA Capital
in connection with its participation in the Placing and that
neither Shore Capital nor VSA Capital have any duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Shore Capital, VSA
Capital nor any of their affiliates agents, directors, officers or
employees nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
16. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
17. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Shore Capital, VSA Capital or the Company nor any
of their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
18. neither Shore Capital, VSA Capital nor the Company, nor any
of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide, it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of Shore Capital,
VSA Capital, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information;
19. neither Shore Capital, VSA Capital nor the Company will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
20. it may not rely, and has not relied, on any investigation
that Shore Capital, VSA Capital, any of their affiliates or any
person acting on its behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none
of such persons has made any representation, express or implied,
with respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
21. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Shore Capital or VSA Capital for all or
part of any such loss it may suffer;
(c) 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 an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
22. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
23. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or Shore Capital or
VSA Capital for the performance of all its obligations as a Placee
in respect of the Placing (regardless of the fact that it is acting
for another person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform 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
it has not taken any action or omitted to take any action which
will or may result in Shore Capital, VSA Capital the Company or any
of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
25. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
26. it irrevocably appoints any duly authorised officers of
Shore Capital or VSA Capital as its agent for the purpose 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 for which it agrees to
subscribe for upon the terms of this Announcement;
27. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Shore Capital, VSA Capital or
any person acting on behalf of the Company, VSA Capital or Shore
Capital that would, or is intended to, permit a public offer of the
Placing Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the Company,
Shore Capital, VSA Capital or any person acting on behalf of the
Company or Shore Capital or VSA Capital that would, or is intended
to, permit a public offer of the Placing Shares in the United
States or in any country or jurisdiction where any such action for
that purpose is required;
30. unless otherwise specifically agreed with Shore Capital and
VSA Capital, it is not and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a resident of, nor have an address in, Australia,
New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
31. it may be asked to disclose in writing or orally to Shore
Capital or VSA Capital, as applicable:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be (i) outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act or (ii) a
QIB and will duly execute a US investor letter and deliver the same
to Shore Capital, VSA Capital or their affiliates;
33. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
34. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
37. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company, VSA Capital nor Shore Capital
make any representation or warranty with respect to the same.
Accordingly, neither the Company nor Shore Capital or VSA Capital
can provide any advice to United States investors as to whether the
Company is or is not a PFIC for the current tax year, or whether it
will be in future tax years. Accordingly, neither the Company nor
Shore Capital and VSA Capital undertakes to provide to United
States investors or shareholders any information necessary or
desirable to facilitate their filing of annual information returns,
and United States investors and shareholders should not assume that
this information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with Shore Capital and VSA Capital in writing,
it is a qualified investor as defined in article 2 (e) of the EU
Prospectus Regulation ("Qualified Investors");
40. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
41. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares subscribed
for or acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors (as defined in Article 2(e)
of the UK Prospectus Regulation), or in circumstances in which the
prior consent of Shore Capital and VSA Capital has been given to
each proposed offer or resale;
42. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Order or (ii) who falls within Article 49(2)
(a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;
43. 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 Financial Services and Markets Act 2000, as amended
("FSMA");
44. 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 and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Shore Capital and VSA Capital in their capacity as an
authorised person under section 21 of the FSMA and it may not
therefore be subject to the controls which would apply if it was
made or approved as a financial promotion by an authorised
person;
45. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 (as amended) and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof and the
Money Laundering Sourcebook of the FCA (together the "Regulations")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
48. in order to ensure compliance with the Regulations, Shore
Capital and VSA Capital (for themselves and as agents on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Shore Capital, VSA Capital or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Shore Capital and VSA Capital's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at Shore Capital, VSA Capital or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identify Shore
Capital or VSA Capital (for themselves and as agents on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either Shore Capital, VSA Capital and/or the
Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were
originally debited;
49. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 Shore Capital or VSA Capital may in its sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
51. any money held in an account with Shore Capital or VSA
Capital on behalf of the Placee and/or any person acting on behalf
of the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence this money
will not be segregated from Shore Capital or VSA Capital, as
appropriate, money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee;
52. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Shore Capital, VSA Capital or
the Company may call upon it to subscribe for a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
53. Shore Capital, VSA Capital nor any of their 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;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) in relation to the Company and its securities
in advance of the Placing, it confirms that it has received such
information within the market soundings regime provided for in
article 11 of MAR and associated delegated regulations and it has
not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
55. the rights and remedies of the Company, VSA Capital and
Shore Capital under the terms and conditions in this Announcement
are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
56. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England 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 English courts as regards any
claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or Shore Capital or VSA Capital 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 foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well Shore Capital and VSA Capital and
are irrevocable. Shore Capital, VSA Capital the Company and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each
prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company, VSA Capital and Shore Capital
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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Shore Capital, VSA Capital and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by Shore Capital or VSA Capital, the
Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Announcement shall survive after
completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as 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 also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there 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 or
duties may be payable, for which neither the Company nor Shore
Capital nor VSA Capital will be responsible and the Placees shall
indemnify the Company, Shore Capital and VSA Capital on an after-
tax basis for any stamp duty or stamp duty reserve tax or other
similar taxes or duties (together with interest, fines and
penalties) in any jurisdiction paid by the Company or Shore Capital
or VSA Capital in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
Shore Capital or VSA Capital accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company, Shore Capital and VSA Capital are not liable to
bear any taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees, including any taxes arising otherwise
than under the laws of any country in the EEA. Each prospective
Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify Shore Capital or VSA Capital
and the Company accordingly. Furthermore, each prospective Placee
agrees to indemnify on an after-tax basis and hold Shore Capital,
VSA Capital and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation
to stamp duty, stamp duty reserve tax and all other similar duties
or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
DEFINITIONS
The following definitions apply in Appendix 1 and, as the
context shall admit, in the Announcement:
"Admission" means First Admission and/or Second Admission,
as the context requires
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange (as updated from
time to time)
"Application Form" the application form relating to the Open
Offer for use by Qualifying Non-CREST Shareholders
in connection with the Open Offer and, in
certain limited circumstances, Qualifying
CREST Shareholders
"Bookbuild" the bookbuilding process to be conducted
by Shore Capital and VSA Capital to arrange
participation by Placees in the Placing
"BST" British Summer Time
"Cenkos" Cenkos Securities plc
"Circular" the circular to be published by the Company
in connection with, inter alia, the Open
Offer
"Company" Quadrise plc
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) in respect of
which Euroclear UK & Ireland Limited is the
operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No 3755) (as amended)
"EEA" the European Economic Area
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
"Excluded Shareholders" Shareholders with registered addresses in,
or who are located or resident in, citizens
of, or corporations, partnerships or other
entities created or organised under the applicable
laws of any Restricted Jurisdiction and to
whom Application Forms are not to be sent
or whose stock accounts in CREST are not
to be credited with Open Offer Entitlements
"Existing Ordinary Shares" the 1,406,904,968 ordinary shares of GBP0.01
each in issue in the capital of the Company
at the date of this Announcement, all of
which are admitted to trading on AIM
"FCA" the Financial Conduct Authority
"First Admission" admission of the Placing Shares to trading
on AIM
"Form of Confirmation" the form of confirmation or contract note
made between Shore Capital or VSA Capital
(as applicable) and the Placees which incorporate
by reference the terms and conditions of
the Placing contained in this Announcement
"FSMA" the Financial Services and Markets Act 2000,
as amended
"Group" the Company and its subsidiary undertakings
(and "Group Company" shall be construed accordingly)
"London Stock Exchange" London Stock Exchange plc
"MAR" the EU Market Abuse Regulation (2014/596/EU)
as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018
and as modified by or under the European
Union (Withdrawal) Act 2018 or other domestic
law
"MMU" MSAR(R) Manufacturing Unit
"New Ordinary Shares the new Ordinary Shares to be issued in the
" capital of the Company pursuant to the Placing
and Open Offer
"Open Offer" the conditional offer by the Company to Qualifying
Shareholders to subscribe for the Open Offer
Shares on and subject to the terms and conditions
set out in the Circular and, in the case
of Qualifying Non-CREST Shareholders only,
in the Application Form
"Open Offer Entitlement" entitlement to subscribe for Open Offer Shares,
allocated to a Qualifying Shareholder pursuant
to the Open Offer
"Open Offer Shares" the number of New Ordinary Shares to be offered
to Qualifying Shareholders pursuant to the
Open Offer as will be set out in the Circular;
"Ordinary Shares" means ordinary shares of GBP0.01 each in
the capital of the Company
"Placees" persons who agree to subscribe for Placing
Shares at the Placing Price
"Placing" the conditional placing of the Placing Shares
by Shore Capital on behalf of the Company
at the Placing Price, in accordance with
the Placing Agreement
"Placing Agreement" the conditional placing and open offer agreement
dated 6 July 2023 between the Company, Cenkos,
Shore Capital and VSA Capital in relation
to the Placing
"Placing Price" 1.25 pence per Ordinary Share
"Placing Results Agreement" the terms of the Placing setting out the
Placing Price and the number of Placing Shares
to be issued in the Placing, to be executed
in accordance with the Placing Agreement
by the Company, Shore Capital and VSA Capital
"Placing Shares" the New Ordinary Shares to be issued pursuant
to the Placing
"QIL" Quadrise International Limited, a wholly-owned
subsidiary of the Company
"Qualifying CREST Shareholders" Qualifying Shareholders whose Ordinary Shares
on the register of members of the Company
on the Record Date are in uncertificated
form
"Qualifying non-CREST Qualifying Shareholders whose Ordinary Shares
Shareholders" on the register of members of the Company
on the Record Date are in certificated form
"Qualifying Shareholders" Shareholders whose names appear in the register
of members of the Company at the close of
business on the Record Date, other than Excluded
Shareholders
"Record Date" has the meaning given to it is the Circular
"RIS" shall have the same meaning as in the AIM
Rules
"Second Admission" admission of the Open Offer Shares to trading
on AIM
"Shareholder" a holder of Ordinary Shares from time to
time
"Shore Capital" Shore Capital Stockbrokers Limited, joint
broker to the Company and placing agent in
respect of the Placing
"VSA Capital" VSA Capital Limited, joint broker to the
Company and placing agent in respect of the
Placing
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCSSIEEMEDSEFW
(END) Dow Jones Newswires
July 07, 2023 02:00 ET (06:00 GMT)
Grafico Azioni Quadrise (AQSE:QED.GB)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Quadrise (AQSE:QED.GB)
Storico
Da Gen 2024 a Gen 2025
