TIDMINCE
RNS Number : 4070H
Ince Group PLC (The)
23 November 2022
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO
ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE
LAW OR REGULATION.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
(INCLUDING THE APPICES) DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE INCE GROUP PLC IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN APPIX III.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
23 November 2022
The Ince Group plc
("The Ince Group", the "Company" or the "Group")
Proposed Placing to raise approximately GBP4 million, proposed
retail offer to raise up to GBP0.25 million and trading update
The Ince Group plc (AIM: INCE), the international legal and
professional services company, today announces a trading update and
its intention to raise approximately GBP4 million (before expenses)
by way of a placing of new ordinary shares of GBP0.01 each in the
capital of the Company ("Ordinary Shares and the "Placing Shares")
to institutional and other investors (the "Placing") at a price of
6 pence per new Ordinary Share (the "Placing Price").
In addition to the Placing, it is proposed that there will be a
separate conditional retail offer to existing shareholders via the
REX platform to raise up to GBP0.25 million (before expenses) at
the Placing Price (the "REX Retail Offer" and together with the
Placing, the "Fundraise"), to provide existing retail shareholders
in the Company an opportunity to participate in the Fundraise. A
separate announcement will be made shortly by the Company regarding
the REX Retail Offer and its terms. Those investors who subscribe
for new Ordinary Shares pursuant to the REX Retail Offer (the "REX
Retail Offer Shares" and together with the Placing Shares, the
"Fundraise Shares"), will do so pursuant to the terms and
conditions of the REX Retail Offer contained in that
announcement.
The net proceeds of the Placing and the REX Retail Offer will be
used to invest in the Group's core legal services business,
following recent management and structural changes, to enhance
opportunities for growth and further legal practice development.
This will include modernising IT systems to enable operational
efficiencies to be obtained; investing in lateral hire recruitment
and marketing; and accelerating deferred remuneration payments to
partners .
The Placing
The Placing will be conducted by way of an accelerated bookbuild
(the "Bookbuild"). The Bookbuild will open with immediate effect
following release of this Announcement. The Bookbuild and the
Placing are subject to the terms and conditions set out in Appendix
I to this Announcement . The Company has entered into a placing
agreement with Arden Partners Plc ("Arden") to act as the sole
bookrunner and Allenby Capital Limited ("Allenby") to act as the
nominated adviser in relation to the Placing.
The timing of the closing of the Bookbuild, the number of
Placing Shares and allocations are at the discretion of the Company
and Arden and a further announcement confirming these details is
expected to be made in due course. Arden reserves the right to
close the Bookbuild without further notice. There can be no
certainty that the Placing will complete.
The Fundraise Shares are to be issued pursuant to the
authorities granted to the Company's board of directors at the
Company's annual general meeting held on 30 September 2022 on a
non-pre-emptive basis. Completion of the REX Retail Offer is
conditional, inter alia, upon the completion of the Placing.
Completion of the Placing is not conditional on the completion of
the REX Retail Offer.
The Placing Price of 6 pence per Ordinary Share represents a
premium of approximately 5 per cent. to the mid-market closing
price of an Ordinary Share on 23 November 2022 (being the latest
practicable date prior to this Announcement).
The Ordinary Shares proposed to be issued pursuant to the
Fundraise will, if issued in full, represent approximately 20 per
cent. of the Company's total issued share capital on Admission.
Trading update
Overall revenue performance and audit update
The audit of the financial statements for the year ended 31
March 2022 ("FY22") is progressing, however, due to ongoing delays
in China as a result of Covid-19 restrictions which are impacting
the audit process, as announced on 6 September 2022, the
publication of these results is now targeted for late December
2022. The Group's unaudited interim results for the six months
ended 30 September 2022 ("H1 2023") are also targeted for
publication in late December 2022 after the FY22 results. Whilst
the Covid-19 circumstances effecting the Group's offices in China
are out of the Company's control, the Board is seeking to ensure
that the audit is completed as soon as possible so that these
financial results are published by the deadline of 31 December 2022
(details of which were announced on 6 September 2022). Should the
FY22 results and the H1 2023 results not be published by 31
December 2022, trading in the Ordinary Shares on AIM will be
suspended until such results are published. Companies House has
granted an extension for the filing of the FY 22 accounts until 31
March 2023 which will enable the report and accounts to be laid
before a general meeting before being filed.
In advance of the publication of the Group's FY22 results, the
Group announces that revenue (and other operating income) for FY22
is now expected to be approximately GBP94 million. This has reduced
from the previously announced expected revenue of GBP97 million.
This is primarily as a result of the revised statutory accounting
treatment of the Group's entities in Singapore and certain of those
in Germany, which will now be deconsolidated in the Group accounts
as a result of the clarification of the regulatory control position
in respect of those entities and the jurisdictions in which they
operate, as referred to in the Company's announcement of 30
September 2022. It is not expected that these deconsolidations will
impact the profitability of the Group. The deconsolidated entities
represented approximately 8 per cent. of the Group's revenue in the
year to 31 March 2021 and an expected approximately 5 per cent. in
the year to 31 March 2022.
The preparation of the Group's interim results for the six
months ended 30 September 2022 remains ongoing and initial
estimates show revenue for the period of approximately GBP41
million (H1 FY22: GBP49.9 million). The reduction in revenue from
the prior year is due to the disruption in the UK caused by, inter
alia, the cyber-attack at the end of March 2022, the recent
accounting deconsolidations of Singapore and Germany entities and
the Group restructuring and business disposals, as previously
announced. However, the number of new instructions and client wins
is increasing, especially in the Group's core business lines and
traditional markets, and the Board of Ince expects that the second
half of this financial year will be stronger and similar to the
second half of FY22, as the Board seeks to achieve a sustainable
revenue platform focused on profitable growth.
UK & EMEA
In the UK, now that the effects of the cyber-attack and Covid-19
have diminished, revenues have continued to return to previous
levels. That being said, the prevailing macroeconomic headwinds,
including rising interest rates and inflation, still persist in
major global economies, which may impact the Group.
Initial estimates of revenue from continuing operations in the
UK for H1 2023 is approximately GBP21 million. Revenues in the UK
have continued to recover from June to September.
The new management team has already implemented significant
process and operational efficiencies within the business. However,
there are still significant opportunities available to improve fee
earner chargeable hours and this will be a key focus of the new
management team going forward.
The business in EMEA has continued to trade well, particularly
in the Group's core locations of Dubai and Greece which continue to
grow year on year, with approximately GBP7.5 million of revenue
from continuing operations expected to be recognised in H1
2023.
Asia
The Group's practice in Asia continues to trade consistently
year on year, with revenue from continuing operations of
approximately GBP12.9 million expected to be recognised in H1 2023.
New management has regularised site visits to the Hong Kong office,
with an initial trip in October 2022, and renewed and reinvigorated
the relationship with the local partnership. Although the Covid-19
impact has eased in parts and dialogue with the team has improved,
the cash lock-up in Asia remains high and cash collections are
still slow. However, now that enhanced processes are in place, the
Board is optimistic that both the cash lock-up and cash collections
can be improved going forward.
Cost rationalisation
The Group has been working to reduce the deferred consideration
on the balance sheet from the various acquisitions undertaken since
2016 and can announce that this has been successfully reduced to
approximately GBP8 million (31 March 2022: c.GBP15 million),
primarily as a result of strategic disposals (including CWE and
Gibraltar entities) and a number of key partners exchanging amounts
owed for shares during the recent employee subscription announced
on 17 October 2022. In addition to those payments exchanged for
shares, deferred remuneration payments have been made to partners
which have required accelerated cash utilisation.
In the UK the Group has now achieved GBP10 million of annualised
cost savings, an increase of GBP2.8 million on the cost reductions
announced on 11 October 2022. These savings have been implemented
at a cash cost of approximately GBP2.5 million and the cash
benefits of them are expected to begin to materialise from April
2023 at the start of next financial year. Further cost reductions
and operational efficiencies continue to be explored.
Cash position
The Group cash balance as at 30 September 2022 was GBP3.8
million and as at 18 November 2022 was GBP4.3 million. In addition,
third party debt under the Group's term loan and revolving credit
facility stood at GBP9 million and GBP8 million respectively, and
amortisation payments have continued to be made and covenants met
at 30 September 2022, the most recent check point required.
Strategy
The Group has refocused its strategy on growth in core practice
areas and in sectors where Ince has a strong brand and reputation,
both in the UK and internationally. There is also an increased
focus on standard key law firm metrics and people performance
management, particularly around chargeable hours for fee earners,
profitability and growth of partner books of business, and partner
control of working capital.
This refocused strategy along with the proposed recruitment of
lateral hires and IT and operational efficiencies are expected to
lead to significant opportunities for margin improvement going
forward.
Further information
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Bookbuild and Placing in Appendix I to this Announcement.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendices), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in Appendix I.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in the definitions
section included in Appendix II.
For further information:
The Ince Group plc investorrelations@incegd.com
Donald Brown, Chief Executive Officer
Simon Oakes, Chief Financial Officer
Allenby Capital Limited - Nominated Adviser Tel: +44 (0) 20 3328 5656
Jeremy Porter/Piers Shimwell, Corporate
Finance
Arden Partners Plc Tel: +44 (0) 20 7614 5900
John Llewellyn-Lloyd / Louisa Waddell,
Corporate Finance
Simon Johnson, Corporate Broking
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing and Bookbuild 23 November 2022
Announcement of REX Retail Offer 23 November 2022
Announcement of results of the Placing 7.00 a.m. on 24 November
and REX Retail Offer 2022
Admission and commencement of dealings 8.00 a.m. on 30 November
in the Fundraise Shares 2022
Expected date for CREST accounts to be As soon as possible after
credited in respect of the Fundraise Admission on 30 November
Shares 2022
Where applicable, expected date for dispatch By 14 December 2022
of share certificates in respect of the
Fundraise Shares
Notes
1. Some of the times and dates above are indicative only and it
any of the details contained in the timetable above should change,
the revised times and dates will be notified to Shareholders by
means of an announcement through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated
IMPORTANT NOTICE
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of FSMA. This Announcement has
been issued by and is the sole responsibility of the Company. The
information in this Announcement is subject to change.
Allenby, which is authorised and regulated by the FCA in the
United Kingdom, is acting Nominated Adviser to the Company in
connection with the Placing. Allenby has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Allenby for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information. The responsibilities of
Allenby as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or
otherwise.
Arden is authorised and regulated by the FCA in the United
Kingdom. Arden is acting solely as broker and bookrunner
exclusively for the Company and no one else in connection with the
Bookbuild and the contents of this Announcement and will not regard
any other person (whether or not a recipient of this Announcement)
as its client in relation to the Bookbuild or the contents of this
Announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Arden by FSMA or the regulatory regime
established thereunder, Arden accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, for
the Bookbuild or the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. Arden accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
In connection with the Placing, Arden and its affiliates, acting
as investors for their own accounts, may subscribe for or purchase
Ordinary Shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such
Ordinary Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by Arden and any of its affiliates acting as investors for
their own accounts. In addition, Arden or its affiliates may enter
into financing arrangements and swaps in connection with which it
or its affiliates may from time to time acquire, hold or dispose of
Ordinary Shares. Arden has no intention to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. Many of these risks, uncertainties and assumptions
relate to factors that are beyond the Company's ability to
control or estimate precisely and include, but are not limited
to, general economic climate and market conditions as well as
specific factors, including the success of the Company and its
subsidiaries' research and development and commercialisation
strategies, uncertainties regarding regulatory clearance and
acceptance of products by customers. No undue reliance should be
placed upon forward-looking statements. These forward looking
statements speak only as at the date of this Announcement. The
Company, Allenby and Arden expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based, unless required to do so by applicable law or the AIM
Rules.
APPIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PROPOSED PLACING OF NEW ORDINARY SHARES IN THE CAPITAL OF THE INCE
GROUP PLC (THE "COMPANY") (THE "PLACING").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO FALL WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK VERSION OF THE EU PROSPECTUS REGULATION AS IT FORMS
PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION WITHDRAWAL ACT
2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Arden
Partners Plc (the "Bookrunner") or any of or any of their
respective affiliates, agents directors, officers or employees
("Representatives") that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such 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 Bookrunner to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
All offers of the Placing Shares: (i) in the EEA will be made
pursuant to an exemption under the EU Prospectus Regulation; and
(ii) in the UK will be made pursuant to an exemption under the UK
Prospectus Regulation, from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") does not require the approval of the relevant communication
by an authorised person.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section at the start of this
Announcement.
By participating in the bookbuilding process (the "Bookbuilding
Process") and the Placing, each Placee will be deemed to have read
and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK 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 (a) retail investors,
(b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in UK Product Governance
Requirements; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance
Requirements (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
Bookrunner is only procuring investors in the United Kingdom which
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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
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; and (c) local implementing measures (together, the "EU
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the EU Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment").
Notwithstanding the EU 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 EU 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 EU Target Market, Assessment, the
Bookrunner is only procuring investors in the European Union who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability of 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Bookrunner and the Company that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom (each a "Relevant State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable); 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
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable):
(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 a Relevant State other than
in circumstances in which the prior consent of the Bookrunner has
been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable) 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, undertakings and agreements contained in this
Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside of the
United States and is acquiring the Placing Shares in offshore
transactions as defined in and in accordance with Regulation S
under the Securities Act; and
6. the Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the Financial Conduct Authority
(the "FCA") in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on
behalf of the Company on or prior to the date of this Announcement
(the "Publicly Available Information") and subject to any further
terms set out in the contract note or electronic trade confirmation
to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Bookrunner or the Company or any other person and none of the
Bookrunner, the Company nor any other person acting on such
person's behalf nor any of their respective Representatives has or
shall have any liability for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and Allenby have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, whereby amongst other things, the Bookrunner, as agent
for and on behalf of the Company, has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares. The Placing
is not being underwritten.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company be credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of 1 penny each ("Ordinary Shares")
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Lock-up
As part of the Placing, the Company has agreed that, for a
period of six months following Admission, it will not without the
prior consent of the Bookrunner (such consent not to be
unreasonably withheld or delayed) issue any shares or options to
subscribe for any shares (other than options granted pursuant to
any employee share schemes adopted by the Company) or securities
convertible or exchangeable into shares or enter into any agreement
or undertaking to do so.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission of the Fundraise Shares to trading on AIM.
It is expected that the issue and admission of the Fundraise
Shares will take place on or around 8.00 a.m. on 30 November 2022
and that dealings in the Fundraise Shares on AIM will commence at
the same time.
The Bookbuilding Process
The Bookrunner will commence the Bookbuilding Process to
determine demand for participation in the Placing by Placees
immediately following the publication of this Announcement. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuilding Process as
they may, in their sole discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. The Bookrunner is acting as agent for and on behalf of the
Company for the purposes of the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Bookrunner to
participate. The Bookrunner and any of its affiliates are entitled
to enter bids in the Bookbuilding Process.
3. The price per Placing Share (the "Placing Price") is fixed at
6 pence and is payable to the Bookrunner (as agent for the Company)
by all Placees whose bids are successful. The number of Placing
Shares will be agreed between the Bookrunner and the Company
following completion of the Bookbuilding Process. The number of
Placing Shares will be announced by the Company (the "Placing
Results Announcement") following the completion of the Bookbuilding
Process and the entry into the Placing Agreement by the Company and
the Bookrunner.
4. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales
contact at the Bookrunner. Each bid should state the number of
Ordinary Shares which a Placee wishes to acquire at the Placing
Price. Bids may be scaled down by the Bookrunner on the basis
referred to in paragraph 9 below. The Bookrunner is arranging the
Placing as agent of the Company.
5. The Bookbuilding Process is expected to close no later than
7.00 a.m. on 24 November 2022 but may be closed earlier or later
subject to the agreement of the Bookrunner and the Company. The
Bookrunner may, in agreement with the Company, accept bids that are
received after the Bookbuilding Process has closed. The Company
reserves the right (upon agreement of the Bookrunner) to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its discretion.
6. Each Placee's allocation will be determined by the Bookrunner
in its discretion following consultation with the Company and will
be confirmed to Placees either orally or by email by the
Bookrunner. The Bookrunner may choose to accept bids, either in
whole or in part, on the basis of allocations determined at its
absolute discretion, in consultation with the Company, and may
scale down any bids for this purpose on the basis referred to in
paragraph 9 below.
7. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process detailing the
aggregate number of the Placing Shares to be issued.
8. Each Placee's allocation and commitment will be evidenced by
a contract note or electronic trade confirmation issued to such
Placee by the Bookrunner. The terms of this Appendix will be deemed
incorporated in that contract note or electronic trade
confirmation.
9. Subject to paragraphs 4 , 5 and 6 above, the Bookrunner may
choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine or be
directed. The Bookrunner may also, notwithstanding paragraphs 4 , 5
and 6 above, subject to the prior consent of the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
10. Each Placee's allocation and commitment to acquire Placing
Shares will be made on the terms and subject to the conditions in
this Appendix and will be legally binding on the Placee on behalf
of which it is made and except with the Bookrunner's consent 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 Bookrunner (as
agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to acquire
and the Company has agreed to allot and issue to that Placee.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner 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.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
13. All obligations under the Bookbuilding Process 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 "Termination of the
Placing".
14. By participating in the Bookbuilding Process, 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.
15. To the fullest extent permissible by law and applicable FCA rules, neither:
(a) the Bookrunner;
(b) any of its affiliates, agents, directors, officers,
consultants, partners or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with the Bookrunner as defined in the FSMA ((b) and (c)
being together "affiliates" and individually an "affiliate" of the
Bookrunner);
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither the Bookrunner nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunner's conduct of the
Bookbuilding Process or of such alternative method of effecting the
Placing as the Bookrunner and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note or electronic trade confirmation which
will confirm the number of Placing Shares allocated to them, the
Placing Price and the aggregate amount owed by them to the
Bookrunner.
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 the Bookrunner in accordance with either the standing
CREST or certificated settlement instructions which they have in
place with the Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BZBY3Y09) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by the Bookrunner
and is expected to occur on 30 November 2022 in respect of the
Placing Shares in accordance with the contract notes or electronic
trade confirmations. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays
in the admission of the Placing Shares to CREST or the use of CREST
in relation to the Placing, the Company and the Bookrunner may
agree that the Placing Shares should be issued in certificated
form. The Bookrunner reserves the right to require settlement for
the Placing Shares, and to deliver the Placing Shares to Placees,
by such other means as it deems necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in the jurisdiction in
which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above the prevailing LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on their behalf and retain
from the proceeds, for the Bookrunner's own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the Placing Price and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on its behalf. By communicating a bid for Placing
Shares, such Placee confers on the Bookrunner all such authorities
and powers necessary to carry out such sale and agrees to ratify
and confirm all actions which the Bookrunner lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or the electronic trade 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 United Kingdom stamp
duty or stamp duty reserve tax. If there are any circumstances in
which any United Kingdom stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
or agreement to transfer Placing Shares), the Company shall not be
responsible for payment thereof. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Bookrunner under the Placing Agreement in
respect of the placing of the Placing Shares are conditional upon,
inter alia:
(a) none of the warranties (the "Warranties") being untrue or
inaccurate or misleading in any material respect at any time
between the date of the Placing Agreement and Admission and no fact
or circumstance having arisen which would render any of the
Warranties untrue or inaccurate or misleading in any material
respect prior to Admission; and
(b) Admission taking place no later than 8.00 a.m. on 30 November 2022 .
All of conditions to the obligations of the Bookrunner included
in the Placing Agreement being together, the "conditions").
If any of the conditions are not fulfilled or, where permitted,
waived by the Bookrunner in accordance with the Placing Agreement
within the stated time periods (or such later time and/or date as
the Company and the Bookrunner may agree), or the Placing Agreement
is terminated in accordance with its terms, then to the extent that
Admission has not occurred (as applicable), the Placing will lapse
and the Placee's rights and obligations 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.
By participating in the Bookbuilding Process, each Placee agrees
that its rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Bookrunner may, in its absolute discretion and on such terms
as it considers appropriate, waive fulfilment of all or any of the
conditions in whole or in part, save that certain conditions
including submitting the application as provided by rule 5 of the
AIM rules, and relating to Admission taking place no later than
8.00 a.m. on 30 November 2022 may not be waived.
The Bookrunner or Allenby may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither the Bookrunner nor any of its affiliates nor the Company
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make
as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
the Bookrunner.
Termination of the Placing
Arden and / or Allenby may, in their absolute discretion, by
notice to the Company, terminate the Placing Agreement at any time
up to Admission if, inter alia:
(a) they become aware of any circumstance which have resulted in
a material breach of any of the Warranties when given at the date
of the Placing Agreement or which results in or might result in a
breach of any of the Warranties when deemed given;
(b) any material adverse change in the financial or trading
position or prospects of the Company has or will occur;
(c) an event or other matter has occurred or is likely to occur
which, in the good faith opinion of Arden and / or Allenby, is (or
will be if it occurs) likely materially and prejudicially to affect
the financial position or the business or prospects of the Company
or otherwise makes it impractical or inadvisable for Arden and / or
Allenby to perform their respective obligations under the Placing
Agreement; or
(d) any other occurrence of any kind which (by itself or
together with any other such occurrence) in Arden's reasonable
opinion (or as the case may be Allenby) is likely to materially and
adversely affect the market's position or prospects of the Group
taken as a whole.
If the Placing Agreement is terminated in accordance with its
terms, to the extent that Admission has not occurred (as
applicable), the rights and obligations of each Placee in respect
of the Placing as described in this Announcement shall cease and
terminate at such time and no claim can be made by any Placee in
respect thereof.
By participating in the Bookbuilding Process, each Placee agrees
with the Company and the Bookrunner that the exercise by the
Company or the Bookrunner of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Bookrunner or
for agreement between the Company and the Bookrunner (as the case
may be) and that neither the Company nor the Bookrunner need make
any reference to such Placee and that none of the Company, the
Bookrunner nor any of their respective Representatives shall have
any liability to such Placee (or to any other person whether acting
on behalf of a Placee or otherwise) whatsoever in connection with
any such exercise. Each Placee further agrees that they will have
no rights against the Bookrunner, the Company or any of their
respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by the Bookrunner of a contract note or electronic
trade confirmation confirming each Placee's allocation and
commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee
(and any person acting on such Placee's behalf) irrevocably
confirms, represents, warrants, acknowledges and agrees (for itself
and for any such prospective Placee) with the Company and the
Bookrunner (in its capacity as bookrunner and placing agent of the
Company in respect of the Placing) that (save where the Bookrunner
expressly agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with each Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
2. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document:
(a) is required under the EU Prospectus Regulation, UK
Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for the
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014 as it forms part of domestic law pursuant
to the European Union Withdrawal Act 2018 ("MAR")), which includes
a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither the Bookrunner nor the Company nor any of their
respective Representatives nor 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 Bookrunner, the
Company, any of their respective Representatives or any person
acting on behalf of any of them to provide it with any such
information;
5. neither the Bookrunner nor any person acting on behalf of it
nor any of its Representatives has or shall have any liability for
any Publicly Available Information, or any representation relating
to the Company, provided that nothing in this paragraph 5 excludes
the liability of any person for fraudulent misrepresentation made
by that person;
6.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on the information in this
Announcement and the Publicly Available Information;
(b) neither the Bookrunner, nor the Company (nor any of their
respective Representatives) have made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information, nor will it provide
any material or information regarding the Company, the Placing or
the Placing Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing
Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing; and
(d) it has not relied on any investigation that the Bookrunner
or any person acting on its behalf may have conducted with respect
to the Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Bookrunner nor
any persons acting on its behalf is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8. neither it nor the beneficial owner of the Placing Shares is,
nor will, at the time the Placing Shares are acquired, either of
them be at resident of the United States, Australia, Canada, the
Republic of South Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, the Republic of South
Africa or Japan or in any country or jurisdiction where any such
action for that purpose is required;
10. it may be asked to disclose in writing or orally to the
Bookrunner: (i) if he or she is an individual, his or her
nationality; or (ii) if he or she is a discretionary fund manager,
the jurisdiction in which the funds are managed or owned;
11. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms
of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as the Bookrunner determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
13. it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
14. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
15. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) of the Securities Act and will be subject
to restrictions on resale and transfer subject to certain
exceptions under US law;
(b) no representation is made as to the availability of the
exemption provided by Rule 144 of the Securities Act for resales or
transfers of Placing Shares; and
(c) it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
17. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
(a) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
(b) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
18. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
19. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
20. it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
21. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
22. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor the Bookrunner makes any
representation or warranty with respect to the same. Accordingly,
neither the Company nor the Bookrunner can provide any advice to US
investors as to whether the Company is or is not a PFIC for the
current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor the Bookrunner undertakes to
provide to US investors or shareholders any information necessary
or desirable to facilitate their filing of annual information
returns, and US investors and shareholders should not assume that
this information will be made available to them;
23. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
24. none of the Bookrunner, the Company nor any of their
respective Representatives nor any person acting on behalf of any
of them is making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Bookrunner and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
25. it will make payment to the Bookrunner for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Bookrunner determines in
its absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
26. 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 Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
27. no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company or the
Bookrunner that would, or is intended to, permit a public offer of
the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
28. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that the Bookrunner and the Company will not be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing
Shares pursuant to the Placing and agrees to indemnify the Company
and the Bookrunner in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of the
Bookrunner or transferred to a CREST stock account of the
Bookrunner who will hold them as nominee on behalf of the Placee
until settlement in accordance with its standing settlement
instructions with it;
29. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
30. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
31. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant State prior to the expiry
of a period of six months from each Admission except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA or an offer to the public in any member state of the EEA
within the meaning of the EU Prospectus Regulation;
32. if it is within a Relevant State, it is a Qualified Investor
as defined in Article 2(e) of the EU Prospectus Regulation or the
UK Prospectus Regulation (as applicable);
33. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the
Bookrunner in its capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
34. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and the MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
35. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable), the Placing Shares acquired by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a Relevant State other than Qualified
Investors, or in circumstances in which the express prior written
consent of the Bookrunner has been given to each proposed offer or
resale;
36. if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the
Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order
concerning the Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
37. the Bookrunner and its affiliates, acting as an investor for
its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Bookrunner and/or any
of its affiliates acting as an investor for its or their own
account(s). Neither the Bookrunner nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
38. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 (as
amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(together with the Money Laundering Regulations, 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
Bookrunner such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
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 Bookrunner on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Bookrunner
may decide at its sole discretion;
39. in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
40. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note or through the electronic trade confirmation will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Bookrunner's conduct
of the Placing;
41. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
42. it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to acquire upon the terms of
this Announcement;
43. the Company, the Bookrunner and others (including each of
their respective Representatives) will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to the Bookrunner
on its own behalf and on behalf of the Company and are
irrevocable;
44. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts; and
(b) will remain liable to the Company and the Bookrunner for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
45. time is of the essence as regards its obligations under this Appendix;
46. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Bookrunner;
47. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
48. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Bookbuilding Process and/or
the Placing and all non-contractual or other obligations arising
out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including
any dispute regarding the existence, validity or termination or
such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract),
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or the Bookrunner
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Bookrunner and each of their respective
Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by the Bookrunner,
the Company or each of their respective Representatives arising
from the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
The rights and remedies of the Bookrunner and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Bookrunner shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Bookrunner accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Bookrunner
in the event that either the Company and/or the Bookrunner have
incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Bookrunner
for itself and on behalf of the Company and are irrevocable.
The Bookrunner is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Bookbuilding Process and the Placing,
and the Bookrunner will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Bookbuilding Process or the Placing or any other matters referred
to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Bookrunner may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with the
Bookrunner on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
the FSMA. Each Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules: as
a consequence this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Appendix II - DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Admission" the admission of the Fundraise Shares to trading on AIM in
accordance with Rule 6 of the AIM
Rules
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules applicable to companies governing their admission to
AIM, and following admission
their continuing obligations to AIM, as set out in the AIM
Rules for Companies published by
the London Stock Exchange from time to time
"Allenby" means Allenby Capital Limited, nominated adviser to the
Company
"Announcement" this announcement
"Arden" means Arden Partners Plc, sole broker and bookrunner to the
Company
"Bookbuild" means the accelerated bookbuild process in relation to the
Placing which will establish the
demand for and total number of Placing Shares to be issued in
the Placing at the Placing Price
"certificated" or in "certificated form" where a share or other security is not in uncertificated form
(that is, not in CREST)
"CREST" the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is
the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755)
"EEA" the European Economic Area
"Euroclear" Euroclear UK & International Limited, a company incorporated
under the laws of England and
Wales
"FCA" the UK Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraise" the Placing and the REX Retail Offer
"Fundraise Shares" the Placing Shares and the REX Retail Offer Shares
"The I nce Group" or the " Company" or the "Group" The Ince Group plc
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU) (incorporating the
technical standards, delegated
regulations and guidance notes, published by the European
Commission, London Stock Exchange,
the FCA and the European Securities and Markets Authority)
"Ordinary Shares" the ordinary shares of GBP0.01 each in the capital of the
Company
"Placing" the placing by Arden (on behalf of the Company) of the Placing
Shares at the Placing Price
"Placing Agreement" the placing agreement entered into on 23 November 2022 between
the Company Arden and Allenby
"Placing Price" 6 pence per Placing Share
"Placing Shares" the Ordinary Shares to be issued and allotted pursuant to the
Placing
"pounds", "GBP", "penny", "pence", "p" or "Sterling" the lawful currency of the United Kingdom
"Registrars" Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS13 8AE
"REX Retail Offer" proposed conditional retail offer to existing shareholders via
the REX platform to raise up
to GBP0.25 million (before expenses) at the Placing Price
"REX Retail Offer Shares" the Ordinary Shares to be issued and allotted pursuant to the
REX Retail Offer
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or in "uncertificated form" in respect of a share or other security, where that share or
other security is recorded on
the relevant register of the share or security concerned as
being held in uncertificated form
in CREST and title to which may be transferred by means of
CREST
"US" or "United States" United States of America
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END
IOEEAKFDASDAFFA
(END) Dow Jones Newswires
November 23, 2022 11:55 ET (16:55 GMT)
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