TIDMHDD
RNS Number : 4583N
Hardide PLC
01 February 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES 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 APPIX) IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF HARDIDE PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI
2019/310).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
1 February 2021
Hardide plc
("Hardide" or "the Company" or "the Group")
Proposed equity fundraising and CBILS loan
Hardide plc (AIM: HDD), the developer and provider of advanced
surface coating technology, announces its intention to conduct a
fundraising to raise gross proceeds of at least GBP775,000 (the
"Fundraising") through (i) a placing to institutional investors
(the "Placing") of new ordinary shares of 4p each in the capital of
the Company ("Ordinary Shares") by way of an accelerated bookbuild
(the "Bookbuild"); and (ii) a subscription for new Ordinary Shares
by certain directors of the Company and one further individual (the
"Subscription"). The Company has also recently entered into an
agreement under the Coronavirus Business Interruption Loan Scheme
("CBILS") for a loan of GBP250,000.
The Fundraising will be at a fixed price of 30.9 pence per new
Ordinary Share (the "Issue Price") representing a discount of
approximately 5% to the closing mid-market price of an Ordinary
Share on 29 January 2021 (being the last business day prior to this
announcement).
The Fundraising will be undertaken pursuant to existing
authorities of the Company to issue new Ordinary Shares on a non
pre-emptive basis, granted at the Company's annual general meeting
held on 17 February 2020.
The Placing is being made available to certain institutional
investors but is not available to the public. Hardide has entered
into a placing agreement with finnCap Ltd ("finnCap") and Allenby
Capital Limited ("Allenby") who will act as joint bookrunners (the
"Joint Bookrunners") in relation to the Placing, details of which
are set out below.
The Bookbuild will open with immediate effect following release
of this announcement. The timing of the closing of the Bookbuild,
the number of new Ordinary Shares to be issued pursuant to the
Placing, and allocations among subscribers are at the sole
discretion of the Company and the Joint Bookrunners. A further
announcement confirming the final details of the Placing is
expected to be made in due course. The Joint Bookrunners reserve
the right to close the Bookbuild without further notice. The
Placing is being undertaken on a reasonable endeavours basis and is
not being underwritten. The Subscription and the Placing are
inter-conditional and there can therefore be no certainty that the
Fundraising will complete.
Background to the Fundraising and Use of Proceeds
In the announcement of the Company's preliminary results for the
year ended 30 September 2020 (announced on 7 December 2020) the
Board set out a cautious outlook to the current financial year as
the uncertainty of COVID-19 continues to impact on its customers'
visibility for their own businesses. This caution was set against a
confidence that, as the global economy recovers, volume demand will
return and continue on the previous upward trajectory. This belief
was supported by market forecasts indicating a good recovery in oil
demand and production in the course of 2021.
The Board retains this confidence in the Group's prospects as
the global economy recovers. The Board is however concerned that
the timing of, in particular, the recovery in oil demand and
production will follow later in 2021 than these forecasts indicated
and that market conditions may therefore remain challenging through
the first half of the financial year, with revenues impacted as a
result.
The Board also previously indicated that the Company would
continue to monitor and explore its financing requirements,
particularly should the rate of recovery in demand be faster or
slower than the directors' expectations. The Company had a healthy
cash balance of approximately GBP1.60 million and debt of GBP0.35
million (excluding in each case the new CBILS loan) as at 29
January 2021 but the Board expects the Company to remain cash
consumptive for at least the current year.
The Fundraising is therefore being proposed as a prudent measure
to increase the Company's cash reserves to support both expected
and any unexpected working capital requirements during this
demanding and uncertain period. The Company has a long standing
policy of maintaining a level of cash headroom on its balance sheet
above forecast requirements such that the Group is resilient
through economic cycles and to provide its blue-chip multi-national
customers and suppliers with confidence as to Hardide's financial
resources.
The Company has taken various mitigating measures to preserve
cash. Hardide also expects in the coming days to draw down on its
recently secured CBILS loan of GBP250,000. This loan is unsecured,
does not require the payment of any principal, interest or fees in
the first 12 months and has a term of six years. The Company also
maintains a disciplined approach to expenditure, has imposed tight
controls on its costs as well as having obtained rent
holidays/reductions on its properties, and will continue to explore
other available sources of external financing if and when
considered commercially necessary.
Certain directors of the Company are intending to support the
Fundraising by subscribing an aggregate amount of approximately
GBP100,000 for new Ordinary Shares pursuant to the Subscription. In
addition, Alison McVicar, a private investor, intends to subscribe
for 1,618,123 new Ordinary Shares under the Subscription in an
amount of approximately GBP500,000, which has been facilitated by a
short-term and unsecured personal bridging loan made by Robert
Goddard, Non-Executive Chairman of the Company.
Further details of the Fundraising
The Fundraising will comprise the issue of at least 566,343 new
Ordinary Shares pursuant to the Placing (the "Placing Shares") and
1,944,986 Ordinary Shares pursuant to the Subscription (the
"Subscription Shares"). The Subscription is conditional on
completion of the Placing and vice-versa.
Pursuant to a placing agreement dated 1 February 2021 between
finnCap, Allenby and the Company (the "Placing Agreement"), finnCap
and Allenby have conditionally agreed, as agents on behalf of the
Company, to use their reasonable endeavours to procure subscribers
for the Placing Shares.
The Fundraising is also conditional upon, inter alia, admission
of the Placing Shares and Subscription Shares (the "Fundraising
Shares") to trading on AIM ("Admission") becoming effective on or
before 8.00 a.m. (London time) on 3 February 2021 or such later
date as may be agreed between the Joint Bookrunners and the
Company, but in any event no later than 8.00 a.m. (London time) on
17 February 2021, and the Placing Agreement becoming unconditional
in all respects (save for Admission) and not having been
terminated. The Fundraising Shares will rank equally in all
respects with the existing Ordinary Shares.
This announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and the further information relating to the Bookbuild
described in the Appendix to this announcement (which forms part of
this announcement).
By choosing to participate in the Bookbuild and by making an
oral and legally binding offer to acquire Placing Shares, investors
will be deemed to have read and understood this announcement
(including the Appendix) in its entirety, to be making such offer
on the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Enquiries:
Hardide plc
Robert Goddard, Non-Executive Chairman Tel: +44 (0) 1869
Philip Kirkham, CEO 353830
Jackie Robinson, Communications Manager
IFC Advisory Tel: +44 (0) 20 3934
Graham Herring / Tim Metcalfe / Florence 6630
Chandler
finnCap - Nominated Adviser and Joint Broker Tel: +44 (0) 20 7220
Henrik Persson / Matthew Radley (corporate 0500
finance)
Richard Chambers (ECM)
Tel: +44 (0) 20 3328
Allenby Capital - Joint Broker 5656
Jeremy Porter / Tony Quirke
Notes to editors:
Hardide develops, manufactures and applies advanced technology
tungsten carbide/tungsten metal matrix coatings to a wide range of
engineering components. Its patented technology is unique in
combining, in one material, a mix of toughness and resistance to
abrasion, erosion and corrosion; together with the ability to coat
accurately interior surfaces and complex geometries. The material
is proven to offer dramatic improvements in component life,
particularly when applied to components that operate in very
aggressive environments. This results in cost savings through
reduced downtime and increased operational efficiency. Customers
include leading companies operating in oil and gas exploration and
production, valve and pump manufacturing, precision engineering and
the aerospace industries.
www.hardide.com
Important Notices
finnCap Ltd and Allenby Capital Ltd, which are authorised and
regulated by the FCA in the United Kingdom, are acting as Joint
Bookrunners and Joint Brokers to the Company in connection with the
Fundraising and will not be responsible to any person other than
the Company for providing the protections afforded to clients of
finnCap and Allenby Capital or for providing advice to any other
person in connection with the Fundraising or any acquisition of
shares in the Company.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within (a) the Markets in Financial Instruments
(Amendment) (EU Exit) Regulations 2018 (SI 2018/1403) (as amended)
("UK MiFID II"); and (b) other UK implementing measures (including
insofar as UK MiFID II and the MiFID II Delegated Directive (EU)
(2017/593) constitute retained EU law (as defined in section 6(7)
of the European Union (Withdrawal) Act 2018) in the United
Kingdom)) (together the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise which any "manufacturer" (for the purposes of
the 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 Placing Shares are
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by UK MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors (as
defined within the Product Governance Requirements) 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 Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, finnCap and Allenby will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability of
appropriateness for the purposes of UK MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR
MAY BE RESTRICTED OR UNLAWFUL. THE RELEVANT CLEARANCES HAVE NOT
BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF
ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED
WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS
COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT
CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH
AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF
SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING
SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED
IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR
TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN
EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE
OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO
HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A
COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE
TAKING ANY ACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY, FINNCAP OR ALLENBY OR ANY OF THEIR RESPECTIVE
AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS
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, OTHER THAN
THE UK. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN
ARE REQUIRED BY THE COMPANY, FINNCAP AND ALLENBY TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"), AND (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF
THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") WHO ALSO
(I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; OR (C) ARE 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. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE
REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. THE PLACING SHARES MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT (1) TO QIBS IN ACCORDANCE WITH RULE 144A US SECURITIES ACT
OR (2) OTHERWISE IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, AND, IN
EACH CASE, IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC
OFFER OF THE SECURITIES WITHIN THE MEANING OF SECTION 4(A)(2) OF
THE US SECURITIES ACT MADE IN THE UNITED STATES.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES THE COMPANY UNDERTAKES NO OBLIGATION
TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO
FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE
TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS
OR CIRCUMSTANCES AFTER THE DATE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY FINNCAP, ALLENBY OR ANY OF THEIR RESPECTIVE
ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS,
EMPLOYEES, OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN
OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY
PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
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.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares.
Details of the Placing Agreement and the Placing Shares
finnCap and Allenby as joint brokers (together the "Brokers" and
each a "Broker") have entered into the Placing Agreement with the
Company pursuant to which, on the terms and subject to the
conditions set out in such Placing Agreement, each of finnCap and
Allenby, as agent for and on behalf of the Company, has agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Placing Price. The Placing is not being underwritten
by finnCap or Allenby. The Placing is conditional on completion of
the Subscription, and vis versa.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares, 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.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of finnCap and
Allenby. finnCap and Allenby have absolute discretion as to whether
or not to bring an action against the Company for breach of these
undertakings, warranties and indemnities.
finnCap and Allenby have the right to terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Application for Admission
Application will be made to the London Stock Exchange for
Admission.
It is expected that Admission will take place at 8.00 a.m. on 3
February 2021 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
finnCap is acting as nominated adviser and joint Broker to the
Placing, as agent for and on behalf of the Company. finnCap is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of finnCap or for providing
advice in relation to the matters described in this
Announcement.
Allenby is acting as joint Broker to the Placing, as agent for
and on behalf of the Company. Allenby is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of Allenby or for providing advice in relation to the
matters described in this Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by finnCap or Allenby to
participate. finnCap and Allenby and any of their affiliates are
entitled to participate in the Placing as principal.
finnCap and Allenby are proceeding with the Bookbuild for the
purpose of assessing the demand from institutional and other
investors for subscribing for Placing Shares at the Placing Price
and the Company then issuing the Placing Shares under the Placing
to raise a minimum of GBP174,999 for the Company before expenses.
The exact number of Placing Shares to be allocated and issued to
each Placee shall be determined by the Brokers (in consultation
with the Company) following completion of the Bookbuild. The
Brokers will commence the Bookbuild today and it is expected to
close no later than 12:00 p.m. on 1 February 2021 but may be closed
earlier or later at the Brokers' discretion. Completion of the
Bookbuild is at the discretion of the Company and there is no
guarantee that the Bookbuild will be completed. The Brokers may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The number of Placing Shares will be
announced on a Regulatory Information Service following completion
of the Bookbuild.
Each Placee's allocation of Placing Shares will be communicated
orally by the relevant Broker to the relevant Placee. That oral
confirmation will give rise to an irrevocable, legally binding
commitment by such Placee, in favour of the Brokers and the
Company, under which it agrees to acquire the number of Placing
Shares allocated to it at the Placing Price and otherwise on the
terms and subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the relevant Broker's consent, such commitment will not be capable
of variation, revocation, termination or rescission at either the
time of such oral confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
contract note issued to such Placee by the relevant Broker. The
contract note will set out the number of Placing Shares allocated,
the Placing Price and the aggregate amount owed by such Placee to
the relevant Broker. The terms of this Appendix will be deemed
incorporated in that contract note.
An offer to acquire Placing Shares which has been communicated
by a prospective Placee to either of the Brokers and which has not
been withdrawn or revoked prior to publication of this Announcement
shall not be capable of withdrawal or revocation following the
publication of this Announcement without the consent of the
relevant Broker.
The Placing Price shall be payable to the Brokers by all Placees
in accordance with the terms of the contract note issued to them
respectively.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Broker (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.
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 on the basis explained below under
"Registration and Settlement".
All obligations of the Brokers under the 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".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement and will not otherwise be capable of rescission
or termination by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) finnCap, (b) any of finnCap's affiliates,
agents, directors, officers, employees or consultants, (c) to the
extent not contained within (a) or (b), any person connected with
finnCap as defined in the FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of finnCap) or (d) any
person acting on finnCap's behalf; (e) Allenby, (f) any of
Allenby's affiliates, agents, directors, officers, consultants, (g)
to the extent not contained within (e) or (f), any person connected
with Allenby as defined in FSMA ((e) and (f) also being together
"affiliates" and individually an "affiliate" of Allenby) shall have
any liability (including, to the extent permissible by law, any
fiduciary duties) to any Placee or to any other person whether
acting on behalf of a Placee or otherwise. In particular, neither
of the Brokers nor any of their respective affiliates shall have
any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of their conduct of the Placing or of
such alternative method of effecting the Placing as the Brokers and
the Company may agree.
Registration and Settlement
Each Placee which has been allocated Placing Shares in the
Placing will be sent a contract note by the relevant Broker
stating, inter alia, the number of Placing Shares allocated to it,
the Placing Price and the aggregate amount owed by them to the
relevant Broker.
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 relevant Broker in accordance with either the
standing CREST or certificated settlement instructions which they
have in place with the relevant Broker.
Settlement of transactions in the Placing Shares (ISIN:
GB00BJJPX768) will take place within the CREST system, subject to
certain exceptions. In accordance with the contract note,
settlement through CREST with respect to the Placing Shares will be
on a delivery versus payment ("DVP") basis unless otherwise
notified by the Brokers and is expected to occur at 8.00 a.m. on 3
February 2021.
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 each of the Brokers may agree that the
Placing Shares should be issued in certificated form.
Each of the Brokers also 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 a Placee's jurisdiction.
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 two percentage points above prevailing LIBOR as
determined by the Brokers.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Brokers may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for the
relevant Broker's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
contract note 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 a
nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to stamp
duty or stamp duty reserve tax.
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 each of the Brokers under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
1. none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading at any time before Admission and no fact
or circumstance having arisen which would constitute a breach of
any such warranties;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission; and
3. Admission occurring not later than 8.00 a.m. on 3 February
2021 or such later time as the Brokers may agree in writing with
the Company (but in any event not later than 8.00 a.m. on 17
February 2021),
(all conditions to the obligations of each of the Brokers
included in the Placing Agreement being together, the
"Conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Brokers may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the Placing will lapse and each Placee's rights and obligations
shall cease and terminate at such time, all monies received from a
Placee pursuant to the Placing shall be returned to such Placee
without interest, at the risk of the relevant Placee, 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.
Certain Conditions may be waived in whole or in part by the
Brokers acting jointly in their absolute discretion and the Brokers
may also agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will
not affect Placees' commitments as set out in this Appendix.
The Brokers may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of the Brokers, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
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 Brokers.
Termination of the Placing
Either of the Brokers may terminate its obligation under the
Placing Agreement, in accordance with its terms, at any time prior
to Admission if, inter alia:
1. the Placing is not fully subscribed, meaning that subscribers
for at least 566,343 Placing Shares have not been procured pursuant
to the Placing at the Placing Price;
2. it comes to the notice of either Broker that any statement
contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing, is or has become untrue, incorrect or
misleading in any material respect;
3. it comes to the knowledge of either Broker that any of the
warranties in the Placing Agreement was untrue or inaccurate when
made and/or that any of the warranties in the Placing Agreement
have, at any time prior to Admission, ceased to be true or accurate
by reference to the facts and circumstances from time to time
subsisting or a matter has arisen which gives rise to a claim under
any of the indemnities in the Placing Agreement;
4. there has occurred any material adverse change in the
financial position, business or prospects of the Company; or
5. there has occurred any change in national or international
financial, market, economic or political conditions (including a
material deterioration in, or a material escalation in response to,
the COVID-19 pandemic) or there shall have occurred any event which
is likely to have a material adverse effect on the business or
prospects of the Company or to render the Placing impracticable or
inadvisable.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee, 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 Placing, each Placee agrees with the
Company and the Brokers that the exercise by the Company, or the
Brokers, 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 Brokers and that neither the
Company nor the Brokers need make any reference to such Placee and
that none of the Brokers, the Company, nor any of their respective
affiliates, agents, directors, officers or employees 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.
No prospectus
No prospectus has been or will be submitted to be approved by
the FCA or any other competent authority in relation to the Placing
or the Placing Shares and no such prospectus is required on the
basis that all offers of Placing Shares will be made pursuant to an
exemption under the PRR and/or the EU Regulation from the
requirement to produce a prospectus.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any
further terms set forth in the contract note to be sent to
individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, and warrants with each of the Brokers (for itself and
as agent on behalf of the Company) that (save where the Brokers
expressly agree in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained in this Appendix;
2. it is a Relevant Person 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;
3. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
a. it is a UK Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the UK Prospectus Regulation:
i. 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 (i) to persons in
the United Kingdom other than UK Qualified Investors or (ii) to
persons in any Relevant Member State other than EU Qualified
Investors or (iii) in circumstances in which the prior consent of
the Brokers has been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; or
iii. where Placing Shares have been acquired by it on behalf of
persons, other than EU Qualified Investors, in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation as having been made to such
persons;
4. in the case of a Relevant Person in a Relevant Member State
who acquires any Placing Shares pursuant to the Placing:
a. it is an EU Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5 of the
EU Prospectus Regulation:
i. 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 (i) to persons in
the United Kingdom other than UK Qualified Investors or (ii) to
persons in any Relevant Member State other than EU Qualified
Investors or (iii) in circumstances in which the prior consent of
the Brokers has been given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; or
iii. where Placing Shares have been acquired by it on behalf of
persons, other than EU Qualified Investors, in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the EU Prospectus Regulation as having been made to such
persons;
5. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, Japan or the Republic of South
Africa and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by
any of the Company, the Brokers or any person acting on their
behalf 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. In
addition, 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, Japan or the Republic of South Africa
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, Japan or the Republic
of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
7. 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;
8. it and the beneficial owner of the Placing Shares:
a. 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 US Securities Act; or
b. is acquiring the Placing Shares pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in accordance with
applicable state securities laws;
9. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform and
honour its obligations in relation thereto on its own behalf (and
in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this
Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained
in this Announcement on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and each of the Brokers for
the performance of all its obligations as a Placee in the Placing
(whether or not it is acting on behalf of another person);
10. it is acquiring the Placing Shares for its own account or if
it is acquiring the Placing Shares on behalf of another person it
confirms that it exercises sole investment discretion in relation
to such other person's affairs 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;
11. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
12. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the EU Prospectus
Regulation, the UK Prospectus Regulation or the PRR; or (ii) has
been or will be prepared in connection with the Placing;
13. 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, 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
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
14. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that the Brokers or any person
acting on either Broker's behalf may have conducted with respect to
the Company, the Placing or the Placing Shares; or (ii) any other
information given or any other representations, statements or
warranties made at any time by any person in connection with
Admission, the Company, the Placing, the Placing Shares or
otherwise;
15. none of the Brokers, the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares or the
Company or any other person in addition to the information in this
Announcement; nor has it requested either of the Brokers, the
Company, any of their respective affiliates, agents, consultants,
employees, directors or officers or any person acting on behalf of
any of them to provide it with any such information;
16. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither of the
Brokers nor any persons acting on behalf of either of them are
responsible for or has or shall have any liability for any
information, representation, warranty or statement, written or oral
relating to the Company and either contained in this Announcement
or previously or concurrently published by or on behalf of the
Company. Neither of the Brokers will 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 Exchange Information or otherwise. None of the
Brokers, the Company, nor any of their respective affiliates,
agents, consultants, directors, employees or officers has made any
representation or warranty to the Placee, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement or the Exchange Information. Nothing in this Appendix
shall exclude any liability of any person for fraudulent
misrepresentation;
17. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement. It has satisfied itself
that such information is still current and is all that it deems
necessary to make an investment decision in respect of the Placing
Shares;
18. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to the relevant Broker 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 or the relevant contract note, failing which
the relevant Placing Shares may be placed with others on such terms
as the Brokers may, in their absolute discretion, determine 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;
19. it, or the person specified by it for registration as a
holder of the Placing Shares, will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and each of the
Brokers in respect of the same on the basis that the Placing Shares
will be allotted to a CREST stock account of either of the Brokers
who will hold them as nominee on behalf of such Placee (or the
person specified by it for registration as holder of the Placing
Shares) until settlement with it in accordance with its standing
settlement instructions;
20. 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 no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax
at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the
Placing Shares, 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;
21. 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 neither of the Brokers have approved this Announcement
in its capacity as an authorised person under section 21 of FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as a financial promotion by an
authorised person;
22. 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
in respect of anything done in, from or otherwise involving the
United Kingdom);
23. none of the Brokers, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them are making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of each of the Broker's rights and
obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right. Its participation in
the Placing is on the basis that it is not and will not be a client
of either of the Brokers and the Brokers have no duties or
responsibilities to it for providing the protections afforded to
their clients or customers under the rules of the FCA, and any
payment by it will not be treated as client money governed by the
rules of the FCA;
24. the Brokers and each of their respective affiliates, each
acting as an investor for its or their own account(s), may, in
accordance with applicable legal and regulatory provisions, 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 Brokers and/or any of
their respective affiliates, acting as an investor for its or their
own account(s). Neither the Brokers nor the Company intends to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
25. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or anywhere in
the EEA prior to the expiry of a period of six months from
Admission, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purpose 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 for the purposes of
section 85(1) of the FSMA or the PRR or an offer to the public in
any Relevant Member State within the meaning of the EU Prospectus
Regulation;
26. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
27. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the MAR and the
Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
28. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
29. if it has received any 'inside information' (for the
purposes of the MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
30. in order to ensure compliance with the Money Laundering
Regulations 2017, the Brokers, each for themselves 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 Brokers or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the Brokers'
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at the Brokers'
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 Brokers, each for themselves and as
agent on behalf of the Company, or the Company's registrars have
not received evidence satisfactory to them, the Brokers and/or the
Company may, at their absolute discretion, terminate their
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest, at the risk of the relevant Placee, to
the account of the drawee's bank from which they were originally
debited;
31. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note 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 Brokers'
conduct of the Placing;
32. it has such knowledge and experience in financial, business
and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. 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;
33. it irrevocably appoints any duly authorised officer of
either of the Brokers as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe upon the
terms of this Announcement;
34. the Company, the Brokers and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to each Broker on its own behalf and on behalf of the
Company and are irrevocable, and agrees that if any of the
representations and agreements deemed to have been made by it by
its subscription for Placing Shares are no longer accurate, it
shall promptly notify the Company and the Brokers;
35. time is of the essence as regards its obligations under this
Appendix;
36. 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 Brokers; and
37. the terms and conditions 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 Placing 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 any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Brokers 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, each Broker and each of their respective affiliates,
agents, consultants, directors, employees and officers 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 any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by
either Broker, the Company or any of their respective affiliates,
agents, consultants, directors, employees or officers 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 completion of the Placing.
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, directly 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 relates 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 Brokers 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 should notify the Brokers
accordingly. In addition, Placees should note that they will be
liable for any capital duty or gains, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable whether within or 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 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 Brokers in
the event that either the Company and/or the Brokers have incurred
any such liability to such taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to each Broker for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Brokers do not owe any fiduciary or other
duties to any Placee in respect of any acknowledgements,
agreements, indemnities, representations, undertakings or
warranties in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with a Broker, any money held in an account with the
relevant Broker 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
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules.
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.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing 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 Placing 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.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" means admission of the Placing Shares to trading on
AIM;
"AIM" means AIM, the market of that name operated by the London
Stock Exchange;
"AIM Rules" means the AIM Rules for Companies, incorporating
guidance notes, published by the London Stock Exchange as at the
date of this Announcement;
"Announcement" means this announcement including, but not
limited to, the Appendix and the information contained therein;
"Appendix" means the appendix to this Announcement;
"Bookbuild" means the book building process undertaken by
finnCap and Allenby to determine demand for participation in the
Placing;
"Brokers" means finnCap and Allenby;
"Allenby" means Allenby Capital Limited;
"Company" means Hardide plc;
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market as may be
amended from time to time;
"EU Qualified Investor" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Qualified Investors" means more than one EU Qualified
Investor);
"Exchange Information" has the meaning set out in warranty 13 of
the Appendix;
"FCA" means the UK Financial Conduct Authority;
"finnCap" means finnCap Ltd;
"FSMA" means the Financial Services and Markets Act 2000 (as may
be amended from time to time);
"LIBOR" means the London Interbank Offered Rate;
"London Stock Exchange" means London Stock Exchange plc;
"MAR" means the Market Abuse (Amendment) (EU Exit) Regulations
2019/310 (as may be amended from time to time);
"Ordinary Shares" means the ordinary shares of 4 pence each in
the capital of the Company;
"Placee" means a person who is invited to and chooses to
participate in the Placing by making or accepting an offer to
acquire Placing Shares;
"Placing" means the placing of the Placing Shares at the Placing
Price by the Brokers pursuant to the terms of the Placing
Agreement;
"Placing Agreement" means the agreement dated 1 February 2021
and entered into between finnCap, Allenby and the Company;
"Placing Price" means the price payable per Placing Share, being
30.9 pence;
"Placing Shares" means the number of new Ordinary Shares that
the Company will allot pursuant to the Placing, as shall be
determined by the Company in consultation with finnCap;
"PRR" means the Prospectus Regulation Rules made by the FCA
under section 73A of the FSMA;
"QIB" means a qualified institutional buyer as the term is
defined in rule 144A under the US Securities Act (and accordingly
"QIBs" means more than one QIB);
"Regulatory Information Service" has the meaning given to it in
the AIM Rules;
"Relevant Member State" means a member state of the EEA which
has implemented the EU Prospectus Regulation;
"Relevant Person" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"Relevant Persons" means more than one Relevant Person);
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"UK Prospectus Regulation" means the UK version of the EU
Prospectus Regulation which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018;
"UK Qualified Investor" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Qualified Investors" means more than one UK Qualified
Investor);
"US" means the United States of America; and
"US Securities Act" means the United States Securities Act of
1933, as may be amended from time to time.
This information is provided by RNS, the news service of the
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END
IOESDIFUFEFSELF
(END) Dow Jones Newswires
February 01, 2021 02:00 ET (07:00 GMT)
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