TIDMCRW
RNS Number : 0854B
Craneware plc
07 June 2021
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
For immediate release
LEI: 213800O2CTJ1YFXNXG05
7 June 2021
Craneware plc
("Craneware", the "Company" or the "Group")
Proposed accelerated bookbuild to raise gross proceeds of
approximately GBP140 million ($199 million*) in connection with the
acquisition of SDS Holdco, Inc. ("Sentry")
Introduction
Craneware (AIM: CRW.L), a market leader in Value Cycle solutions
for the US healthcare market, today announces a proposed placing to
institutional investors of new ordinary shares of one pence each
("Ordinary Shares") (the "Placing Shares") to raise approximately
GBP140m ($199m*) (before expenses) (the "Placing").
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately
following release of this Announcement in accordance with the terms
and conditions of the Placing set out in the appendix to this
announcement (the "Appendix") which forms part of this
announcement, such announcement and the Appendix together being
this "Announcement". The Placing Price will be determined at the
end of the Bookbuild. The Placing Shares are expected to represent
approximately 23 per cent. of the Company's current issued share
capital.
Certain of the UK based directors and management of the Company
(including Keith Neilson (CEO) and Craig Preston (CFO)) intend to
participate in the Placing, amounting to proceeds of approximately
GBP0.27 m ($0.38m) in aggregate.
Goldman Sachs International ("Goldman Sachs"), Peel Hunt LLP
("Peel Hunt"), Investec Bank plc ("Investec Bank" and together with
Investec Europe Limited (trading as Investec Europe) "Investec")
and Joh. Berenberg, Gossler & Co. KG ("Berenberg") are acting
as joint bookrunners, (Goldman Sachs, Peel Hunt, Investec and
Berenberg together the "Joint Bookrunners", or the "Banks") in
connection with the Placing.
The timing for the close of the Bookbuild, the number of Placing
Shares, the allocation of the Placing Shares and the Placing Price
will be determined by the Joint Bookrunners, in consultation with
the Company. The Placing has been underwritten by the Joint
Bookrunners.
The Placing is not conditional upon the completion of the
Acquisition and is not subject to approval by the Company's
shareholders.
Reasons for the Placing
The Company has entered into a conditional agreement to acquire
SDS Holdco, Inc ("Sentry") for an aggregate consideration of $400m
on a cash free / debt free basis and with the consideration also
subject to adjustment as against a benchmark level of working
capital, all as calculated and agreed or determined in accordance
with the terms of the Acquisition Agreement (as hereinafter
defined) (the "Acquisition"), as announced separately today (the
"Acquisition Announcement"). Following completion of the Placing,
the Company intends to use the net proceeds of the Placing to part
fund the Acquisition.
The Directors believe the Acquisition is both strategically and
financially compelling. Further details on the Acquisition,
including its strategic and financial rationale, can be found in
the Acquisition Announcement. This Announcement should be read in
conjunction with the Acquisition Announcement.
Trading Update
The Company is pleased to report continued progress throughout
the year with the ongoing Trisus(R) platform adoption and positive
new sales momentum. As such the Board is confident in meeting
market expectations for the year ended 30 June 2021.
* calculated using the Bloomberg daily spot rate on 4 June 2021
for pounds sterling of GBP1.00 = US$1.42
Enquiries:
Craneware plc
Keith Neilson, CEO
Craig Preston, CFO +44 (0)131 550 3100
Goldman Sachs International
(Financial Adviser, Joint Bookrunner)
Khamran Ali
Nick Harper
Tom Hartley
Tanguy Croguennoc +44 (0)20 7774 1000
Peel Hunt
(NOMAD, Joint Bookrunner and Joint Broker)
Dan Webster
George Sellar
Andrew Clark
Will Bell +44 (0)20 7418 8900
Investec Bank
(Joint Bookrunner and Joint Broker)
Patrick Robb
Henry Reast
Sebastian Lawrence +44 (0)20 7597 5970
Joh. Berenberg, Gossler & Co. KG
( Joint Bookrunner and Joint Broker )
Mark Whitmore
Andrew Bickerton
Alix Mecklenburg-Solodkoff +44 (0)20 3207 7800
Alma (Financial PR) +44 (0)203 405 0205
Caroline Forde craneware@almapr.co.uk
Hilary Buchanan
Robyn Fisher
Joe Pederzolli
This Announcement is released by Craneware plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (as transposed into the laws of the
United Kingdom) (MAR), and is disclosed in accordance with the
Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 (as transposed into the laws of the
United Kingdom), the person responsible for arranging for the
release of this Announcement on behalf of the Company is Craig
Preston, Chief Financial Officer.
Details of the Placing
The Joint Bookrunners will commence the Bookbuild immediately
following the release of this Announcement in respect of the
Placing. The book will open with immediate effect following this
Announcement. The timing of the closing of the book and allocations
are at the absolute discretion of the Banks in consultation with
the Company. Details of the number of Placing Shares and the
Placing Price will be announced as soon as practicable after the
close of the Bookbuild. The Placing has been underwritten by the
Joint Bookrunners.
The Placing, which is not conditional upon the completion of the
Acquisition and is not subject to approval by the Company's
shareholders, is subject to the terms and conditions set out in the
Appendix.
The Placing Shares, if issued, will be fully paid and will rank
pari passu in all respects with each other and with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue
(including any final dividend for the year to 30 June 2021, which
the Board currently expects to announce in September 2021). The
Placing will be effected by way of a cash box structure.
The Company acknowledges that it is seeking to issue Placing
Shares representing approximately 23 per cent. of its existing
issued ordinary share capital on a non pre-emptive basis and has
therefore consulted, where possible, with the Company's major
institutional shareholders ahead of this Announcement. The Placing
structure has been chosen as it reduces the execution risk in
respect of the Acquisition and minimises cost, time to completion
and use of management time.
Settlement and dealings
Application has been made to the London Stock Exchange plc (the
"LSE" or "London Stock Exchange") for the Placing Shares to be
admitted to trading on AIM ("Admission").
Settlement for the Placing Shares and Admission is expected to
take place on or before 8.00 a.m. on 10 June 2021. Whilst the
Placing is not conditional upon completion of the Acquisition, the
Placing is conditional upon, among other things, the Acquisition
Agreement not having been terminated prior to Admission and
Admission becoming effective. The Placing is also conditional upon
the Underwriting Agreement (as defined in the Appendix to this
Announcement) between the Company and the Banks not being
terminated in accordance with its terms. The Appendix to this
Announcement sets out further information relating to the terms and
conditions of the Placing.
This announcement, including its Appendix (together, this
"Announcement"), should be read in its entirety. In particular, you
should read and understand the information provided in the
"Important Notices" section of this Announcement. Unless otherwise
stated, capitalised terms in this Announcement have the meanings
ascribed to the Appendix.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, nor the
information contained in it, is for publication, release,
transmission, distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful (or to any persons in any of those jurisdictions). This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to
any persons in any of those jurisdictions). This Announcement has
not been approved by the London Stock Exchange. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or with any securities regulatory authority 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 and in compliance with the securities laws of any
state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The
Placing Shares have not been approved, disapproved or recommended
by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing
Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia,
Canada, Japan or the Republic of South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or the Republic of South Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the Prospectus Regulation
(EU) 2017/1129 (as supplemented by Commission Delegated Regulation
(EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979),
as amended from time to time and including any relevant
implementing measure in any member state and / or as transposed
into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020) (the "Prospectus Regulation").
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a 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 will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. Members of the public are not eligible to take part in
the Placing. This Announcement (including the terms and conditions
contained in this Announcement) is for information purposes only
and (unless otherwise agreed by Goldman Sachs International
("Goldman Sachs"), Peel Hunt LLP ("Peel Hunt"), Investec Bank plc
("Investec Bank") and Joh. Berenberg, Gossler & Co. KG, London
Branch ("Berenberg", together with Goldman Sachs, Peel Hunt and
Investec, the "Joint Bookrunners" or the "Banks")) is directed only
at: (a) persons in Member States of the European Economic Area
("EEA") who are qualified investors within the meaning of article
2(e) of the Prospectus Regulation ("Qualified Investors"); (b) in
the United Kingdom, Qualified Investors who are persons who (i)
have professional experience in matters relating to investments
falling 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 (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; and (c)
otherwise, persons to whom it may otherwise lawfully be
communicated, (all such persons in (a), (b) and (c) together being
referred to as "Relevant Persons"). This Announcement (including
the terms and conditions set out in this Announcement) 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 (including the terms and conditions set out
herein) relates is available only to, and will be engaged in only
with, Relevant Persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by any of the Joint Bookrunners, or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained
in this Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Goldman Sachs, which is authorised in the United Kingdom by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA") and the
PRA, is acting solely for the Company and no-one else in connection
with the Placing and the transactions and arrangements described in
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the Placing or the transactions and arrangements described in this
Announcement. Goldman Sachs is not responsible to anyone other than
the Company for providing the protections afforded to clients of
Goldman Sachs or for providing advice in connection with the
contents of this Announcement, the Placing or the transactions and
arrangements described herein.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Peel Hunt is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Peel Hunt or for providing
advice in connection with the contents of this Announcement, the
Placing or the transactions and arrangements described herein.
Investec Bank is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA. Investec Europe Limited
(trading as Investec Europe) ("Investec Europe"), acting as agent
on behalf of Investec Bank in certain jurisdictions in the EEA
(together Investec Bank and Investec Europe are referred to as
"Investec"), is regulated in Ireland by the Central Bank of
Ireland. Investec is acting solely for the Company and no-one else
in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Investec is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Investec or for providing advice
in connection with the contents of this Announcement, the Placing
or the transactions and arrangements described herein.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority and in the United Kingdom
is deemed authorised under the Temporary Permissions Regime and
subject to limited regulation by the FCA, is acting solely for the
Company and no-one else in connection with the Placing and the
transactions and arrangements described in this Announcement and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement.
Berenberg is not responsible to anyone other than the Company for
providing the protections afforded to clients of Berenberg or for
providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
None of the information in this Announcement has been
independently verified or approved by any of the Joint Bookrunners
or any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates. Save for any
responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability whatsoever whether arising in
tort, contract or otherwise, is accepted by any of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever
for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of any of
the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
in connection with the Company, the Placing Shares or the Placing
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Each of the Joint Bookrunners and their respective
partners, directors, officers, employees, advisers, consultants and
affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this
Announcement and no representation or warranty, express or
implied, is made by any of the Joint Bookrunners or any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement. Peel
Hunt's responsibilities as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director
or to any other person.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners or
any of their respective affiliates that would permit an offering of
the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for the own accounts or otherwise deal for their own
account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition, the Joint Bookrunners and any of their
respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and cautions that its actual results
of operations and financial condition, and the development of the
industry in which it operates, may differ materially from those
made in or suggested by the forward-looking statements contained in
this Announcement and/or information incorporated by reference into
this Announcement. The information contained in this Announcement
is subject to change without notice and except as required by
applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statements are based, except where
required to do so under applicable law.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners. This Announcement
does not constitute a prospectus or offering memorandum or an offer
in respect of any securities and is not intended to provide the
basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and
should not be considered as a recommendation that any investor
should subscribe for, purchase, otherwise acquire, sell or
otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant
to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. The price and value of
securities can go down as well as up and past performance is not a
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor should consult with his or her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
References in this Announcement to other reports or materials,
such as a website address, have been provided to direct the reader
to other sources of information on the Company which may be of
interest. 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.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the terms
and conditions of the Placing and the Bookbuild. Persons who choose
to participate in the Placing, by making an oral or written offer
to subscribe for Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions in this Announcement and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Information to Distributors
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE
PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING
TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH
RESTRICTIONS.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK
law by virtue of the European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any
losses that may result therefrom. The UK target market
assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the placing. Furthermore, it is noted that, notwithstanding the
UK target market assessment, the Banks will only procure investors
who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the UK target market
assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 9A and COBS 10A,
respectively; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures; and (together, the
"MiFID II Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND UNLESS OTHERWISE AGREED BY
GOLDMAN SACHS INTERNATIONAL ("GOLDMAN SACHS"), PEEL HUNT LLP ("PEEL
HUNT"), INVESTEC BANK PLC ("INVESTEC BANK") AND JOH. BERENBERG,
GOSSLER & CO. KG, LONDON BRANCH ("BERENBERG", TOGETHER WITH
GOLDMAN SACHS, PEEL HUNT AND INVESTEC, THE "JOINT BOOKRUNNERS" OR
THE "BANKS") ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE "QUALIFIED
INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMED AND/OR
SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT
IMPLEMENTING MEASURE IN ANY MEMBER STATE AND / OR AS TRANSPOSED
INTO THE LAWS OF THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AND THE EUROPEAN UNION (WITHDRAWAL AGREEMENT)
ACT 2020 ) (THE "PROSPECTUS REGULATION"); (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE: (I) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; AND (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFUL TO COMMUNICATE IT; (ALL SUCH PERSONS IN (A), (B) AND (C)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPIX) COMES
ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE,
ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED: (I) OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"); AND (II)
INSIDE THE UNITED STATES PURSUANT TO SECTION 4(A)(2) UNDER THE
SECURITIES ACT ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT ("QIBs").
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE
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 PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED, DISAPPROVED OR RECOMMED BY THE US SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE
PLACING, THE OFFERING OF PLACING SHARES OR THE ACCURACY OR ADEQUACY
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
NEITHER THE COMPANY NOR ANY OF THE JOINT BOOKRUNNERS MAKES ANY
REPRESENTATION TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO
PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS
APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE SHARES.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE
ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE
IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU
SHOULD OBTAIN INDEPENT PROFESSIONAL ADVICE.
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement in its entirety and to be
participating in the Placing on the terms and conditions, and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings, contained in this Announcement.
In particular, each Placee represents, warrants, undertakes,
acknowledges and agrees (amongst other things) that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business; and
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Regulation (each a "Relevant
Member State") and the United Kingdom who acquires any Placing
Shares pursuant to the Placing:
(a) it is a Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
or the United Kingdom other than Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State or the United Kingdom other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Regulation as having been made
to such persons; and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
4. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5. it (and any account referred to in paragraph 3 above) is
either (i) outside the United States, and will be outside the
United States at the time the Placing Shares are acquired by it,
and acquiring the Placing Shares in an "offshore transaction" as
defined in and in accordance with Regulation S; or (ii) inside the
United States and is a QIB, who has received and has executed or
will execute before settlement a US investor letter substantially
in the form provided to it .
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements. Each Placee hereby agrees with the
Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become
so bound if any of the Joint Bookrunners confirms to such Placee
its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to subscribe for the number
of Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the US Securities Act or the applicable laws of
other jurisdictions.
Details of the Underwriting Agreement and the Placing Shares
The Company and the Joint Bookrunners have entered into an
Underwriting Agreement, under which the Joint Bookrunners have
undertaken, on the terms and subject to the conditions set out
therein, to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. In
accordance with the terms of the Underwriting Agreement, to the
extent that Placees are not procured to subscribe for the Placing
Shares or any Placee fails to take up its allocation of Placing
Shares at the Placing Price, each Joint Bookrunner has agreed to
severally acquire 25 per cent. of such number of shares which
remain unsubscribed or which have not been taken up and the Company
agrees to allot and issue such shares to the Joint Bookrunners
accordingly, in each case at the Placing Price and on the terms set
out in the Underwriting Agreement.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
delivery by Joint Bookrunners of a notice recording the final
details of the Placing (the "Terms of Sale") and subject to certain
parameters as described in the Underwriting Agreement. The timing
of the closing of the book, pricing and allocations are at the
discretion of the Joint Bookrunners in consultation with the
Company. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The total number of shares to be issued pursuant to the Placing
shall not exceed 6,192,652 Ordinary Shares, representing
approximately 23% of the Company's existing issued Ordinary Share
capital, excluding treasury shares.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing Shares,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Shares after the date of issue of the Placing Shares.
The Underwriting Agreement is subject to customary conditions
and termination rights. The issue of the Placing Shares is to be
effected by way of a cash box placing. In accordance with the
Underwriting Agreement and a subscription and transfer agreement
entered into between the Company, Newco (a Jersey-incorporated
subsidiary of the Company) and Peel Hunt, the Company will allot
and issue the Placing Shares on a non-pre-emptive basis to Peel
Hunt, as bare nominee for the Placees (pending transfer of legal
title to the Placees through CREST) and/or to the Placees
themselves, as Peel Hunt shall direct, in consideration for the
transfer to the Company by Peel Hunt of certain shares which it
holds in Newco. Accordingly, instead of receiving cash as
consideration for the issue of Placing Shares the Company will,
conditional on Admission and following the conclusion of the
Placing, own all of the issued share capital of Newco, whose only
asset will be its cash reserves, which will represent an amount
approximately equal to the net proceeds of the Placing.
The Placing Shares will trade on AIM under Craneware plc, symbol
CRW.L, with ISIN GB00B2425G68.
Lock-up
As part of the Placing, the Company has agreed that it will not
issue or sell any Shares for a period of 180 days after Admission
without the prior written consent of the Joint Bookrunners. This
agreement is subject to certain customary exceptions.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will take place on or before 08.00 a.m. on 10 June
2021 and that dealings in the Placing Shares will commence at the
same time.
Placing and Bookbuild
The Joint Bookrunners will today commence an accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees and the Placing Price. The book will be open
with immediate effect. 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.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, agree between them.
Principal terms of the Bookbuild and Placing
1. Goldman Sachs, Peel Hunt, Investec and Berenberg are acting
severally, and not jointly, or jointly and severally, as joint
bookrunners and placing agents of the Company in connection with
the Bookbuild and the Placing .
2. The Bookbuild and the Placing shall be conducted by way of
accelerated bookbuild to establish the number of Placing Shares to
be allocated to Placees and the Placing Price.
3. Participation in the Placing is only available to persons who
are lawfully able to, and have been invited to, participate by the
Joint Bookrunners . The Joint Bookrunners and their respective
affiliates and/or their agents are entitled, acting for their own
account, to participate in the Placing as principal.
4. The number of Placing Shares to be issued and the Placing
Price will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild but, in any event, the number
of Placing Shares will not be more than 6,192,652 Placing Shares .
The results of the Bookbuild will be released via a Regulatory
Information Service ("RIS") following the completion of the
Bookbuild.
5. Each Placee will be required to pay an amount equal to the
Placing Price in respect of each Placing Share issued to it.
6. The Bookbuild is expected to close no later than 11 p.m. on 7
June 2021 but may be closed earlier or later at the discretion of
the Joint Bookrunners. The Joint Bookrunners may, in agreement with
the Company, accept bids received after the Bookbuild has
closed.
7. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Goldman
Sachs, Peel Hunt, Investec or Berenberg. 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 the
Joint Bookrunners on the basis referred to below. The Joint
Bookrunners are arranging the Placing as agents of the Company.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with the
consent of the Joint Bookrunners, will not be capable of variation
or revocation after the time at which it is submitted. Each Placee
will have an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners (as agents of the
Company), to pay to the relevant Joint Bookrunner (or as the
relevant Joint Bookrunner may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee.
9. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
consultation with the Company and the Joint Bookrunners reserve the
right: (i) to scale back the number of Placing Shares to be
subscribed for by any Placee in the event of the Placing being
over-subscribed; (ii) not to accept offers for Placing Shares or to
accept such offers in part rather than in full; (iii) to allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time; and/or (iv) to allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The Company reserves the right to
reduce the amount to be raised pursuant to the Placing, in
agreement with the Joint Bookrunners .
10. Each Placee's allocation of Placing Shares will be confirmed
to Placees orally, or in writing (which may include email), by
Goldman Sachs, Peel Hunt, Investec or Berenberg (each as an agent
of the Company) following the close of the Bookbuild and a trade
confirmation or contract note has been or will be dispatched
thereafter. Goldman Sachs', Peel Hunt's, Investec's or Berenberg's
oral or written confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the relevant Joint Bookrunner and
the Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Announcement and in accordance with the Company's articles of
association. The terms and conditions of this Announcement will be
deemed to be incorporated in that trade confirmation, contract note
or such other (oral or written) confirmation and will be legally
binding on the Placee on behalf of which it is made. All
obligations under the Bookbuild and Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate the Underwriting
Agreement". By participating in the Bookbuild, each Placee will
agree that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the Placee.
11. 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".
12. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
13. To the fullest extent permissible by law and the applicable
rules of the FCA, none of the Joint Bookrunners nor any of their
respective affiliates shall have any liability to the Placees (or
to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Joint Bookrunners and their respective
affiliates shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, none of
the Joint Bookrunners nor any of their respective affiliates shall
have any liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Placing or the Bookbuild.
Conditions of the Placing
The Joint Bookrunners' obligations under the Underwriting
Agreement are conditional on, inter alia:
1. the Company complying with its obligations under the
Underwriting Agreement to the extent that they fall to be performed
on or before Admission;
2. the Terms of Sale having been duly delivered and the Placing
Results Announcement having been released to a RIS by no later than
09.00 a.m. on 8 June 2021;
3. the warranties given by the Company in the Underwriting
Agreement being true, accurate and not misleading at any time
between the date of the Underwriting Agreement and Admission, by
reference to the facts and circumstances subsisting from time to
time;
4. the Acquisition Agreement having been duly executed and
delivered by the parties thereto, having been performed to the
extent required prior to Admission in accordance with its terms and
not being varied (in any material respect), modified (in any
material respect), supplemented, rescinded or terminated (in whole
or in part);
5. the Facility Agreement having been entered into by the
parties thereto and not being varied (in any material respect),
modified (in any material respect), supplemented, rescinded or
terminated (in whole or part);
6. there having been no breach by the Company or Newco of any of
their obligations under the initial subscription and option
agreement or the subscription and transfer agreement before
Admission; and
7. Admission occurring no later than 08.00 a.m. on 10 June 2021.
If: (i) any of the conditions contained in the Underwriting
Agreement, including those described above, is not fulfilled or
(where applicable) waived by the Joint Bookrunners (acting jointly)
by the respective time and date (if any) specified (or such later
time and/or date (if any) as the Joint Bookrunners may notify to
the Company); (ii) any of such conditions becomes incapable of
being fulfilled; or (iii) the Underwriting Agreement is terminated
by all of the Joint Bookrunners in the circumstances specified
below, the Placing will not proceed and the Placees' rights and
obligations as set out in this Announcement in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof. The Joint Bookrunners (acting jointly) may, at
their absolute discretion and subject to any conditions they
considers appropriate, waive the satisfaction of any condition
(other than the occurrence of Admission) by giving notice to the
Company. The Joint Bookrunners (acting jointly) and the Company may
agree in writing to extend the period for compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Underwriting Agreement save that
the period for satisfaction of the condition relating to Admission
shall not be extended beyond the Long Stop Date. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Joint Bookrunners, nor the Company nor any of their
respective affiliates shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision 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 the
Joint Bookrunners. Placees will have no rights against any of the
Joint Bookrunners, the Company or any of their respective partners,
members, directors or employees under the Underwriting Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
Right to terminate the Underwriting Agreement
Any Joint Bookrunner is entitled to terminate their
participation in the Placing by notice to the Company in certain
circumstances, including, inter alia, if at any time before
Admission:
1. any of the warranties given by the Company in the
Underwriting Agreement being untrue, inaccurate or misleading in
any respect when made, or having become untrue, inaccurate or
misleading in any respect at any time between the date of the
Underwriting Agreement and Admission by reference to the facts and
circumstances subsisting from time to time;
2. in the opinion of the relevant Joint Bookrunner (acting in
good faith), a material adverse change having occurred in respect
of the Group or the Enlarged Group;
3. in the opinion of the relevant Joint Bookrunner, either the
Company or Newco being in breach of any of its obligations under
the Underwriting Agreement, the initial subscription and option
agreement or the subscription and transfer agreement; or
4. a change in market conditions having occurred, including a
material deterioration in, or material escalation in the response
to, the Covid-19 pandemic or the occurrence of certain force
majeure events, which in each case, in the opinion of the relevant
Joint Bookrunner in its absolute discretion, is likely to have an
adverse effect on the financial or trading position or the business
or prospects of the Group or the Target Group which is material in
the context of the Group as a whole or the Target Group as a whole
or which renders the Placing and/or the Acquisition and/or
Admission impracticable or inadvisable .
If participation in the Placing is terminated by all of the
Joint Bookrunners prior to Admission then the Placing will not
occur and the Company and the Joint Bookrunners 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 Underwriting Agreement, subject to certain
exceptions.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by any of the Joint Bookrunners of any
right of termination or other discretion under the Underwriting
Agreement shall be within the absolute discretion of the relevant
Joint Bookrunner and that the Joint Bookrunners need not make any
reference to Placees in this regard and that none of the Joint
Bookrunners nor any of their respective affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement, the announcement of the
results of the Placing through a RIS and the business and financial
information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or has published
via a RIS ("Publicly Available Information") (save that in the case
of Exchange Information and 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). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information and/or Publicly Available
Information), representation, warranty or statement made by or on
behalf of the Company or the Joint Bookrunners or any other person
and none of the Joint Bookrunners, nor the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by any of the Joint Bookrunners, the Company or any of
their respective officers, directors, partners, employees or
agents. 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. Neither
the Company nor any of the Joint Bookrunners are making any
undertaking, representation or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by Goldman Sachs, Peel Hunt, Investec or
Berenberg in accordance with the standing CREST settlement
instructions which they have in place with the relevant Joint
Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00B2425G68) following Admission will take place within the CREST
system provided that, subject to certain exceptions, the Joint
Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means as they may deem necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
10 June 2021 unless otherwise notified by the Joint Bookrunners.
Admission is expected to occur by 10 June 2021 or otherwise at such
later time as may be agreed between the Company and the Joint
Bookrunners, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Goldman Sachs, Peel Hunt, Investec or Berenberg
may sell any or all of the Placing Shares allocated to that Placee
on such Placee's behalf and retain from the proceeds, for the
relevant Joint Bookrunners' account and benefit (as agent for the
Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due (chargeable daily on payments not
received from Placees on the date due). The relevant Placee will,
however, remain liable and shall indemnify the relevant Joint
Bookrunner on demand for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Joint Bookrunners such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which any of the Joint Bookrunners lawfully
take in pursuance of such sale. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that any form of confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. None of the Joint Bookrunners nor the
Company will be liable in any circumstances for the payment of any
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) will be deemed to make the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to each of the Joint
Bookrunners and the Company, that:
1. it has read and understood this Announcement in its entirety
and that its subscription for Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained in this Announcement and undertakes not
to redistribute or duplicate this Announcement;
2. it is relying solely on this Announcement and not on any
other information given, or representation, warranty or statement
made at any time, by any person concerning the Company, the Placing
Shares or the Placing. It agrees that neither the Company nor any
of the Joint Bookrunners, nor any of their respective officers,
agents, employees or affiliates will have any liability for any
other information, warranty or representation. It irrevocably and
unconditionally waives any rights it may have in respect of any
other information, warranty or representation;
3. the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account, and that it is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty;
4. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
5. the exercise by any of, or all of the Joint Bookrunners of
any right or discretion under the Underwriting Agreement shall be
within the absolute discretion of the Joint Bookrunners and the
relevant Joint Bookrunner or the Joint Bookrunners (acting jointly)
(as the case may be) need not have any reference to it and shall
have no liability to it whatsoever in connection with any decision
to exercise or not to exercise any such right and each Placee
agrees that it has no rights against any of the Joint Bookrunners
or the Company, or any of their respective officers, directors,
partners or employees, under the Underwriting Agreement pursuant to
the Contracts (Rights of Third Parties Act) 1999;
6. these terms and conditions represent the whole and only
agreement between it, the Joint Bookrunners and the Company in
relation to its participation in the Placing and supersede any
previous agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information,
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information (save that in the case of Exchange
Information and 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),
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee
agrees that neither the Company, nor any of the Joint Bookrunners
nor any of their respective officers, directors, partners or
employees will have any liability for any such other information,
representation or warranty, express or implied;
7. it acknowledges that no person is authorised in connection
with the Placing to give any information or warranty or make any
representation other than as contained in this document and, if
given or made, any information, warranty or representation must not
be relied upon as having been authorised by the Joint Bookrunners
or the Company;
8. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the EEA which has implemented the Prospectus
Regulation and the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA or the United Kingdom other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
9. neither it nor, as the case may be, its clients expect the
Joint Bookrunners to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Joint Bookrunners are not acting for it or its
clients, and that the Joint Bookrunners will not be responsible for
providing the protections afforded to customers of the Joint
Bookrunners or for providing advice in respect of the transactions
described in this Announcement;
10. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and none of the Joint Bookrunners nor the Company nor any of their
respective affiliates, agents, directors, officers, partners or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Joint Bookrunners, the
Company or any of their respective affiliates, agents, directors,
officers, partners or employees or any person acting on behalf of
any of them to provide it with any such information;
11. none of the Joint Bookrunners nor the Company nor any of
their respective affiliates, agents, directors, officers, partners
or employees has made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of this
Announcement, the Exchange Information or the Publicly Available
Information;
12. it, and any account for which it is acting, has been advised
that, (i) the Placing Shares have not been and will not be
registered under the US Securities Act or with any regulatory
authority of any state or other jurisdiction of the United States;
(ii) the Placing Shares are being offered and sold only (a) to
persons reasonably believed to be QIBs in transactions exempt from,
or not subject to, the registration requirements of the US
Securities Act or (b) in an "offshore transaction" within the
meaning of and pursuant to Regulation S; and (iii) the Placing
Shares may only be reoffered or resold in transactions exempt from
the registration requirements of the US Securities Act and no
representation has been made as to the availability of any
exemption under the US Securities Act or any relevant state or
other jurisdiction's securities laws for the reoffer, resale,
pledge or transfer of the Placing Shares;
13. it and any account for which it is acting is (i) (a) located
outside the United States, and will be outside the United States at
the time the Placing Shares are acquired by it, and acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or (b) located inside the United
States and is a QIB, who has received and has executed or will
execute before settlement a US investor letter substantially in the
form provided to it ; and (ii) not acquiring any of the Placing
Shares as a result of any form of "directed selling efforts" within
the meaning of Regulation S or as a result of any form of "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the US Securities Act ;
14. it is not and was not acting on a non-discretionary basis
for the account or benefit of a person located within the United
States at the time the undertaking to subscribe for and/or purchase
Placing Shares was given and it is acquiring the Placing Shares for
investment purposes, and is not acquiring Placing Shares with a
view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any Placing Shares into
the United States;
15. any Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under
the US Securities Act and further agrees that, so long as the
Placing Shares are restricted securities, it will segregate such
Placing Shares from any other shares in the Company that it holds
that are not restricted securities and will not deposit the Placing
Shares into any depositary receipt facility maintained by any
depositary bank in respect of the Company's Ordinary Shares;
16. it is not a national or resident of Australia, Canada, Japan
or the Republic of South Africa or any other state or jurisdiction
in which it is unlawful to make or accept an offer to acquire the
Placing Shares (a "Restricted Territory") or a corporation,
partnership or other entity organised under the laws of any
Restricted Territory and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in any Restricted Territory or to or for the benefit of any
person resident in any Restricted Territory and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance or any other regulatory or other authority of a
Restricted Territory and that the Placing Shares have not been and
will not be registered under the securities legislation of any
Restricted Territory and are not being offered for sale and may not
be, directly or indirectly, offered, sold, transferred or delivered
in or into a Restricted Territory;
17. if it is outside the United Kingdom, neither this document
nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
18. it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
19. it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit,
any presentation or offering materials concerning the Placing or
the Placing Shares to any persons within the United States;
20. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement on the due time and date set
out in this Announcement, failing which the relevant Placing Shares
may be placed with other subscribers or sold as the Joint
Bookrunners may in their discretion determine and without liability
to such Placee;
21. 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 the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any);
22. its commitment to subscribe for Placing Shares on the terms
set out in this Announcement and in the trade confirmation,
contract note or other confirmation (as the case may be) will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Placing;
23. it is entitled to subscribe for and/or purchase Placing
Shares under the laws and regulations of all relevant jurisdictions
which apply to it and that it has fully observed such laws and
regulations and obtained all governmental and other consents which
may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which
will or may result in the Company or the Joint Bookrunners or any
of their respective directors, partners, officers, employees or
agents acting in breach of any regulatory or legal requirements of
any territory in connection with the Placing or its acceptance;
24. it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for and/or purchase
the Placing Shares and to perform its subscription and/or purchase
obligations;
25. where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a)
to acquire the Placing Shares for each managed account; (b) to make
on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and this Announcement
of which it forms part; and (c) to receive on its behalf any
investment letter relating to the Placing in the form provided to
it by the Joint Bookrunners, provided that where the Placee is
acting in its capacity as a discretionary investment manager on
behalf of its underlying clients (who include individuals and/or
retail clients), then it is the discretionary investment manager
that is to be regarded as the Placee for the purpose of this
Announcement and not the underlying client and, for the avoidance
of doubt, the representations and warranties given are to be taken
as made on behalf of the Placee itself and not their underlying
client;
26. it is either: (a) a person of a kind described in paragraph
5 of Article 19 (persons having professional experience in matters
relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 (a)
to (d) of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
partners, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
27. unless otherwise agreed by the Joint Bookrunners, it is a
"qualified investor" (as defined in section 86(7) of FSMA);
28. unless otherwise agreed by the Joint Bookrunners, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
29. 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;
30. any money held in an account with any of the Joint
Bookrunners (or their respective nominees) on its behalf and/or any
person acting on its behalf will not be treated as client money
within the meaning of the relevant rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be
subject to the protections conferred by the FCA's client money
rules. As a consequence, this money will not be segregated from the
relevant Joint Bookrunner's (or its nominee's) money in accordance
with such client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business and each Placee will
rank only as a general creditor of the relevant Joint
Bookrunner;
31. it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Shares in accordance with the Disclosure Guidance and Transparency
Rules published by the FCA;
32. it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
33. it will not deal or cause or permit any other person to deal
in all or any of the Placing Shares which it is subscribing for
and/or purchasing under the Placing unless and until Admission of
the relevant Placing Shares becomes effective;
34. it appoints irrevocably any officer, employee or
representative of any of the Joint Bookrunners as its agent for the
purpose of executing and delivering to the Company and/or its
registrars any document on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
35. as far as it is aware it is not acting in concert (within
the meaning given in The City Code on Takeovers and Mergers) with
any other person in relation to the Company;
36. this Announcement does not constitute a securities
recommendation or financial product advice and that none of the
Joint Bookrunners nor the Company have considered its particular
objectives, financial situation and needs;
37. it has sufficient knowledge, sophistication and experience
in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the
Placing Shares and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
38. it will indemnify and hold the Company, each of the Joint
Bookrunners and each of their 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 in this Announcement and further
agrees that the Company and each of the Joint Bookrunners will rely
on the truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings in this Announcement and, if any
of the foregoing is or becomes no longer true or accurate, the
Placee shall promptly notify the Joint Bookrunners and the Company.
All confirmations, warranties, acknowledgements, agreements and
undertakings given by the Placee, pursuant to this Announcement are
given to each of the Joint Bookrunners for itself and on behalf of
the Company and will survive completion of the Placing and
Admission;
39. time shall be of the essence as regards obligations pursuant
to this Announcement;
40. it is responsible for obtaining any legal, financial, tax
and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or any of the Joint Bookrunners to provide any legal,
financial, tax or other advice to it;
41. all dates and times in this Announcement may be subject to
amendment and that the Joint Bookrunners shall notify it of any
such amendments;
42. (i) it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and MAR; (ii) in connection
with money laundering and terrorist financing, it has complied with
its obligations 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; and (iii) it is not a
person: (a) with whom transactions are prohibited under the
applicable law or any economic sanction programmes administered by,
or regulations promulgated by, the Office of Foreign Assets Control
of the US Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Joint Bookrunners such
evidence, if any, as to the identity or location or legal status of
any person which the Joint Bookrunners may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or
the
jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by the Joint Bookrunners on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be subscribed for and/or purchased by it or at
its direction pursuant to the Placing being reduced to such number,
or to nil, as the Joint Bookrunners may decide in their absolute
discretion;
43. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
44. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(with respect to which it has the authority to make the statements
set out in this Announcement) for investment purposes only and it
does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein
to such person or any third person with respect of any Placing
Shares; save that if it is a private client stockbroker or fund
manager it confirms that in purchasing the Placing Shares it is
acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting on an
execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
45. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or any of the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
46. that any documents sent to Placees will be sent at the Placees' risk;
47. none of the Joint Bookrunners owes fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Underwriting Agreement;
48. the Joint Bookrunners and the Company are entitled to
exercise any of their rights under the Underwriting Agreement or
any other right in their absolute discretion without any liability
whatsoever to the Placees;
49. any of the Placee's clients, whether or not identified to
the Joint Bookrunners, will remain its sole responsibility and will
not become clients of the Joint Bookrunners for the purposes of the
rules of the FCA or for the purposes of any other statutory or
regulatory provision;
50. any of the Joint Bookrunners or any of their respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
51. no prospectus, admission document or other offering document
has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus, admission
document or other offering document in connection with the Placing
or the Placing Shares; and
52. if it has received any inside information (as defined in
MAR) about the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each of the Joint Bookrunners for
itself and on behalf of the Company and are irrevocable.
The rights and remedies of the Joint Bookrunners and the Company
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.
The provisions of this Announcement may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor any of the Joint Bookrunners will be
responsible, and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty,
expressed or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
DEFINITIONS
In this Announcement:
"Acquisition" means the acquisition of Target by the Group
pursuant to the terms of the Acquisition Agreement;
"Acquisition Agreement" means the conditional agreement dated 7
June 2021 among the Target, the Company, Craneware Holdings US, Inc
and Sentry Data System Holdings, LLC in respect of the
Acquisition;
"Act" means the Companies Act 2006, as amended from time to
time;
"Admission" means the admission of the Placing Shares to trading
on AIM becoming effective in accordance with rule 6 of the AIM
Rules;
"AIM" means AIM, a market of the London Stock Exchange;
"AIM Rules" means the rules for companies and accompanying
guidance notes published by the London Stock Exchange governing,
inter alia, admission to and the operation of AIM, as amended and
reissued from time to time;
"Announcement" means this announcement (including the appendix
to this announcement);
"Appendix" means the appendix to this Announcement;
"Application" means the application by or on behalf of the
Company for Admission in accordance with rule 5 of the AIM
Rules;
"Berenberg" means Joh. Berenberg, Gossler & Co. KG, London
Branch (a German form of limited partnership), established under
the laws of the Federal Republic of Germany registered with the
Commercial Register at the Local Court of the City of Hamburg under
registration number HRA 42659 with its registered office at Neuer
Jungfernstieg 20, 20354 Hamburg, Germany acting through its London
Branch at 60 Threadneedle Street, London, England, EC2R 8HP;
"Board" means the board of directors of the Company, or a duly
authorised committee of it;
"Bookbuild" means the accelerated bookbuild process in relation
to the Placing, on the terms described in the Underwriting
Agreement and the other Placing documents, which will establish the
number of Placing Shares to be issued and allotted pursuant to the
Placing and the Placing Price;
"Business Day" means any day on which banks are generally open
in England and Wales for the transaction of business, other than a
Saturday, Sunday or public holiday;
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), as amended from time to time;
"Directors" means the directors of the Company for the time
being;
"Enlarged Group" means the Group as enlarged by completion of
the Acquisition and Enlarged Group Company means any member of the
Enlarged Group;
"Facility Agreement" means the term and revolving facilities
agreement entered into between the Company (as borrower), Silicon
Valley Bank (as mandated lead arranger), Silicon Valley Bank (as
agent) and Silicon Valley Bank (as security trustee);
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FSMA" means the Financial Services and Markets Act 2000, as
amended;
"Goldman Sachs" means Goldman Sachs International, an unlimited
company having a share capital, registered in England under
registration number 02263951, whose registered office is at
Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom;
"Group" means the Company and all its subsidiary undertakings,
and "Group Company" means any of them;
"Investec" means Investec Bank and Investec Europe;
"Investec Bank" means Investec Bank plc, registered in England
and Wales with number 00489604, whose registered office is at 30
Gresham Street, London EC2V 7QP;
"Investec Europe" means Investec Europe Limited (trading as
Investec Europe), registered in Ireland with number 222173 whose
registered office is The Harcourt Building, Harcourt Street, Dublin
2, D02 F721, acting as agent on behalf of Investec Bank in certain
jurisdictions in the EEA;
"Joint Bookrunners" means, together, Goldman Sachs, Peel Hunt,
Investec and Berenberg;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 08.00 a.m. on 24 June 2021;
"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all
delegated or implementing regulations relating to that Regulation
as amended and transposed into the laws of the United Kingdom
pursuant to the European Union (Withdrawal) Act 2018 and the
European Union (Withdrawal Agreement) Act 2020 ;
"Newco" means Project Roger Funding Limited, a Jersey
incorporated subsidiary of the Company (registered number 135425)
and whose registered office is at 22 Grenville Street, St Helier,
Jersey JE4 8PX;
"Peel Hunt" means Peel Hunt LLP, registered in England and Wales
with number OC357088, whose registered office is at 7th Floor 100
Liverpool Street, London, England, EC2M 2AT
"Placee" means any person who agrees to subscribe for the
Placing Shares pursuant to the Placing;
"Placing" means the placing of the Placing Shares by the Joint
Bookrunners, on behalf of the Company, with Placees pursuant to the
Underwriting Agreement;
"Placing Price" means the price per Ordinary Share at which the
Placing Shares are to be placed;
"Placing Results Announcement" means the announcement of the
results of the Bookbuild via a Regulatory Information Service;
"Placing Shares" means up to 6,192,652 new Shares to be allotted
and issued by the Company pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129 (as
amended and supplemented from time to time and / or as transposed
into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020 );
"QIB" means "qualified institutional buyer" as defined in Rule
144A under the US Securities Act
"Regulation S" means Regulation S under the US Securities
Act
"RIS" means a Regulatory Information Service that is on the list
of approved Regulatory Information Services maintained by the
FCA;
"Shares" means the ordinary shares of GBP0.01 each in the
capital of the Company;
"Target" means SDS Holdco, Inc.;
"Target Group" means the Target and all its subsidiary
undertakings;
"Terms of Sale" means the terms of sale to be entered into by
the Company and the Joint Bookrunners pursuant to the Placing
confirming, inter alia, the number of Placing Shares to be issued
pursuant to the Placing;
"Underwriting Agreement" means the underwriting agreement dated
7 June 2021 between the Company and the Joint Bookrunners in
respect of the Placing;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia; and
"US Securities Act" means the US Securities Act of 1933, as
amended.
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END
IOEEAKKXEAKFEFA
(END) Dow Jones Newswires
June 07, 2021 12:27 ET (16:27 GMT)
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