TIDMHDD
RNS Number : 8532Y
Hardide PLC
09 September 2022
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CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE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.
Hardide plc
("Hardide" or "the Company" or "the Group")
Proposed equity fundraising
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 approximately GBP0.5 million
(the "Fundraising") through (i) a placing (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 an associate) (the "Subscription").
The Fundraising will be at a fixed price of 19 pence per new
Ordinary Share (the "Issue Price") being the closing mid-market
price of an Ordinary Share on 8 September 2022 (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 11 March 2022.
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 following the closing of the Bookbuild. 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
The Fundraising will satisfy the Company's near-term cash
requirements. However, further working capital will be required to
support the Group given the challenging environment described in
the Company's trading update announcement of 14 July 2022 and as it
awaits payment of a delayed cash receipt from a significant
customer. Discussions are ongoing with potential investors and
other parties regarding new and further financing initiatives for
the Group. In respect of one of these prospects, the Group is
pleased to have received a non-binding letter of intent relating to
a sale and leaseback arrangement for the property in Martinsville
which would, if completed, make a considerable contribution to the
Group's financing needs.
The Board maintains a positive outlook for the Group's business
beyond the near term as supply chains and markets continue their
recovery and developments currently under way become realised. The
Company sees clear potential for the next financial year to show
considerable improvement on recent years.
Certain directors of the Company (and an associate) are
intending to support the Fundraising by subscribing an aggregate
amount of approximately GBP0.2 million for new Ordinary Shares
pursuant to the Subscription.
Further details of the Fundraising
Assuming gross proceeds of approximately GBP0.5million, the
Fundraising will comprise the issue of approximately 1,578,947 new
Ordinary Shares pursuant to the Placing (the "Placing Shares") and
1,052,632 new 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 9 September 2022 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 (together, the
"Fundraising Shares") to trading on AIM ("Admission") becoming
effective on or before 8.00 a.m. (London time) on 15 September 2022
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 10 October 2022, and the Placing Agreement becoming
unconditional in all respects (save for Admission) and not having
been terminated. The Fundraising Shares, when issued, will be fully
paid and will rank equally in all respects with the existing
Ordinary Shares in issue.
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
Philip Kirkham, CEO Tel: +44 (0) 1869
Jackie Robinson, Communications Manager 353830
IFC Advisory Tel: +44 (0) 20 3934
Graham Herring / Tim Metcalfe / Florence 6630
Chandler
finnCap - Nominated Adviser and Joint Tel: +44 (0) 20 7220
Broker 0500
Henrik Persson / Abigail Kelly (Corporate
Finance)
Richard Chambers (ECM)
Tel: +44 (0) 20 3328
Allenby Capital - Joint Broker 5656
Tony Quirke (Sales & Corporate Broking)
Jeremy Porter / Freddie Wooding (Corporate
Finance)
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 Limited, which are each
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 or 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.
THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN
ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT REGARDING THE PLACING AND THE TERMS AND
CONDITIONS ("TERMS AND CONDITIONS") SET OUT HEREIN (TOGETHER "THE
ANNOUNCEMENT") IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED TO: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA")
WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (THE "PROSPECTUS
REGULATION") (EACH, AN "EEA QUALIFIED INVESTOR"), (B) PERSONS IN
THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS, BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION
(EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"), AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER (EACH, A "UK QUALIFIED INVESTOR");
OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").
THE ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THE ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. 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 OR INTO 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.
THE 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 VIEWS 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 TO THEM, THEY MAY PROVE TO BE INCORRECT. SAVE
AS REQUIRED BY LAW OR BY THE AIM RULES, THE COMPANY UNDERTAKES NO
OBLIGATION TO MAKE ANY REVISIONS, NOR TO PUBLICLY RELEASE THE
DETAILS OF SUCH REVISIONS (IF ANY) AS ARE MADE, TO ANY
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT THAT MAY
OCCUR DUE TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO
REFLECT EVENTS OR CIRCUMSTANCES ARISING 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.
THE ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED OR
APPROVED.
The distribution of the Announcement and/or the effecting of 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,
the Brokers or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of the 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 the Announcement comes are
required by the Company and the Brokers to inform themselves about
and to observe any such restrictions.
The 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, New Zealand, 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 will be made pursuant to an
exemption under the Prospectus Regulation or the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is not being distributed by, nor has it been approved
for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended ("FSMA") by, a person authorised under
FSMA. In the United Kingdom, the Announcement is being directed
solely at persons in circumstances in which section 21(1) of FSMA
does not apply.
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 the
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, New Zealand, 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 Australia, New Zealand, 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 obligation to forward a
copy of the Announcement should seek appropriate advice before
taking any action.
The Announcement (including the Terms and Conditions) should be
read in its entirety. Capitalised terms not defined in these Terms
and Conditions shall have the meaning given to them in the
Announcement.
By participating in the Placing (such participation to be
confirmed in a recorded telephone conversation with the relevant
Broker), each person who is invited to and who chooses to
participate in the Placing (a "Placee") will be deemed to have read
and understood the Announcement in its entirety, to be
participating and acquiring Placing Shares on the Terms and
Conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions.
In particular, each such Placee irrevocably represents,
warrants, undertakes, agrees and acknowledges (amongst other
things) that:
1. it is a Relevant Person and 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 in the United Kingdom who acquires any Placing Shares pursuant
to the Placing:
(a) 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 member state of the EEA
other than EEA Qualified Investors or persons in the United Kingdom
other than Relevant Persons, or in circumstances in which the prior
written consent of the Brokers has been given to the offer or
resale; or
(b) where Placing Shares have been acquired by it on behalf of
persons in a member state of the EEA other than EEA Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; or
(c) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Relevant Persons, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
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 these
Terms and Conditions;
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 these Terms and
Conditions; and
5. except as otherwise expressly permitted by the Company and
subject to any available exemptions from applicable securities
laws, it (and any account referred to in paragraph 3 above) is
either:
(i) outside the United States acquiring the Placing Shares in
offshore transactions as defined in and in accordance with
Regulation S under the Securities Act; or
(ii) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the Financial Conduct Authority
("FCA") or any other competent authority in relation to the Placing
or the Placing Shares and Placees' commitments will be made solely
on the basis of the information contained in the 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
the Announcement (the "Publicly Available Information") and subject
to any further terms as are set forth in the contract note which is
sent by the Brokers to an individual Placee.
Each Placee, by participating in the Placing, agrees that the
content of the 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
Brokers or the Company or any other person and neither the Brokers,
the Company nor any other person acting on such person's behalf nor
any of their respective affiliates 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 the 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
finnCap and Allenby as joint brokers (together the "Brokers" and
each a "Broker") have 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, each of
finnCap and Allenby, as agent for and on behalf of the Company, has
agreed to use its respective reasonable endeavours to procure
Placees for the Placing Shares. The Placing is not being
underwritten by finnCap or Allenby.
The Placing Shares will, when issued, be subject to the
memorandum and 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 of 4 pence 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 on or after the date of issue of the
Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00
a.m. on 15 September 2022 and that dealings in the Placing Shares
on AIM will commence at the same time.
Principal terms of the Placing
1. 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.
2. 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.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by finnCap or Allenby
to participate. The Brokers and any of their affiliates are
entitled to participate in the Placing as principal.
4. finnCap and Allenby are proceeding with the Bookbuild for the
purpose of assessing the demand from institutional investors for
acquiring Placing Shares at the Placing Price and the Company then
issuing the Placing Shares under the Placing to raise approximately
GBP0.3 million 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 9 September 2022 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.
5. The price per Placing Share (the " Placing Price ") is fixed
at 19 pence and is payable to the relevant Broker (as agent for the
Company) by all Placees in accordance with the terms of the
contract note issued to them respectively.
6. Each Placee's allocation will be determined by the relevant
Broker in its discretion following consultation with the Company
and will be confirmed orally by the relevant Broker.
7. Each Placee's commitment will be confirmed in and evidenced
by a recorded telephone call between representatives of the
relevant Broker and the relevant Placee (the " Recorded Call ").
These Terms and Conditions will be deemed incorporated into the
contract which is entered into on the Recorded Call and will be
legally binding on the relevant Placee(s) on behalf of whom the
commitment is made with effect from the end of the Recorded Call
and, except with the relevant Broker's prior written consent, will
not be capable of variation or revocation after such time. Without
prejudice to the foregoing, a contract note recording each Placee's
commitment will be sent to them following the Recorded Call.
8. From the end of the relevant Recorded Call, 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.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Brokers 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.
10. 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".
11. All obligations 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".
12. 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 will not be capable
of rescission or termination by the Placee.
13. 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 FSMA ((b) and (c) being together "affiliates"
and individually an "affiliate" of finnCap) or (d) any person
acting on finnCap's behalf; or (e) Allenby, (f) any of Allenby's
affiliates, agents, directors, officers, employees or 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)
or (h) any person acting on Allenby's behalf 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) following Admission will take place within the CREST
system, subject to certain exceptions. In accordance with the
contract note, settlement through CREST will be on a delivery
versus payment basis ("DVP") unless otherwise notified by the
Brokers and is expected to occur on 14 September 2022 (the
"Settlement Date"). 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 Brokers
may agree that the Placing Shares should be issued in certificated
form. Each of the Brokers 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 or before the due date in accordance with the
arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 3 percentage points above
the prevailing base rate of Barclays Bank plc 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 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) which may
arise upon the sale of its Placing Shares on its 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 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. 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 each of the Brokers under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
(a) the warranties contained in the Placing Agreement being
true, accurate and not misleading when made on the date of the
Placing Agreement and at Admission by reference to the facts and
circumstances subsisting at that time;
(b) the Company having complied with all of its obligations
under the Placing Agreement to the extent that they fall to be
performed prior to Admission;
(c) neither of the Brokers having exercised their right to
terminate the Placing Agreement; and
(d) Admission having become effective at or around 8.00 a.m. on
15 September 2022 or such later time and/or date as the Brokers may
agree with the Company but in any event, being no later than 8.00
a.m. on 10 October 2022,
(all conditions to the obligations of each of the Brokers
included in the Placing Agreement being together, the
"conditions").
If any of the conditions is 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 its terms, the Placing will lapse and the Placees'
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
such Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, 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 under any circumstances.
Each of the Brokers may, in their absolute discretion and upon
such terms as they think fit, waive fulfilment of all or any of the
conditions in the Placing Agreement, in whole or in part, or extend
the time provided for fulfilment of one or more conditions, save
that certain conditions, including the condition relating to
Admission referred to in paragraph (d) above, may not be waived.
Any such extension or waiver will not affect Placees' commitments
as set out in these Terms and Conditions.
Each of the Brokers may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
None of the Brokers, nor any of their affiliates, agents,
advisers, directors, officers or employees 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
Brokers.
Termination of the Placing
Either of the Brokers may, in their absolute discretion, by
notice to the Company, terminate the Placing Agreement at any time
up to Admission if, inter alia:
(a) any statement contained in the Announcement or in any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing (" Placing Documents ") has
become untrue, incorrect or misleading in any material respect or
if any matter has arisen which would, if the Placing Documents were
issued at that time, constitute a material omission from the
Placing Documents or any of them;
(b) any of the representations, warranties and undertakings
contained in the Placing Agreement was untrue and inaccurate in any
respect when made and/or if a matter has arisen that might
reasonably be expected to give rise to a claim under the indemnity
contained in the Placing Agreement;
(c) the Company has not complied with any of its obligations
under the Placing Agreement or otherwise relating to the Placing
and Admission (to the extent such obligations fall to be complied
with prior to Admission) which either of the Brokers (acting in
good faith) considers to be material in the context of the Placing
or Admission;
(d) in the opinion of either of the Brokers (acting in good
faith), there shall have been any material adverse change in, or
any development reasonably likely to involve a prospective material
adverse change in, the condition (financial, operational, legal or
otherwise) or the earnings, business affairs or business prospects
of the Company; or
(e) there has been a change in any law or governmental or other
regulation or any other force majeure-type event which, in the
opinion of the Brokers, materially and adversely affects (or is
likely to affect) the business of the Company or the Placing or
which otherwise makes it impractical or inadvisable to proceed with
the Placing.
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 and no claim can be made by any Placee 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 or for agreement between
the Company and the Brokers (as the case may be) and that neither
the Company nor the Brokers need make any reference to such Placee
and that none of the Company, the Brokers nor any of their
respective affiliates, agents, advisers, 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.
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 at
any time after the end of the Recorded Call confirming the relevant
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges,
confirms and agrees (for itself and for any such prospective
Placee) that (save where the Brokers expressly agree in writing to
the contrary):
1. it has read and understood the Announcement (including these
Terms and Conditions) 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
Admission, the Placing, the Company, the Placing Shares or
otherwise, other than the information contained in the Announcement
and the other Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document has been or will be prepared in
connection with the Placing;
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 article 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 EEA Qualified
Investors or (iii) in circumstances in which the prior written
consent of the Brokers has not 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 EEA Qualified Investors in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the 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 EEA Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in article 5 of the
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 EEA Qualified
Investors or (iii) in circumstances in which the prior written
consent of the Brokers has not 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 EEA Qualified Investors in any Relevant Member
State, the offer of those Placing Shares to it is not treated under
the Prospectus Regulation as having been made to such persons;
5. 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 and the
Market Abuse Regulation (EU Regulation No. 596/2014 (the " MAR "))
(part of UK law by virtue of the EUWA, as amended pursuant to the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310) 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;
6. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial position
and other aspects of the Company in accepting a participation in
the Placing and neither the Brokers nor the Company nor any of
their respective affiliates, agents, advisers, directors, officers
or employees 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 the Announcement or the Publicly Available
Information; nor has it requested the Brokers, the Company, any of
their respective affiliates, agents, advisers, directors, employees
or officers or any person acting on behalf of any of them to
provide it with any such information;
7. neither the Brokers nor any person acting on behalf of them
nor any of their respective affiliates, agents, directors, officers
or employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the
Company, provided that nothing in this paragraph excludes the
liability of any person for any fraudulent misrepresentation made
by that person;
8. the only information on which it is entitled to rely and on
which it has relied in committing to acquire the Placing Shares is
contained in 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
solely on the Publicly Available Information;
9. neither the Brokers, nor the Company (nor any of their
respective affiliates, agents, directors, officers and employees)
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;
10. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that its
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
11. it has not relied on any investigation that the Brokers or
any person acting on their behalf may have conducted with respect
to the Company, the Placing or the Placing Shares;
12. the content of the Announcement and the other Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Brokers nor
any persons acting on their behalf is responsible for or has or
shall have any liability for any information, representation,
warranty or statement relating to the Company contained in the
Announcement or the other 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 the Announcement, the other Publicly
Available Information or otherwise. Nothing in these Terms and
Conditions shall exclude any liability of any person for fraudulent
misrepresentation;
13. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms
of the Announcement by the due time and date set out herein or in
the relevant contract note, failing which the relevant Placing
Shares may be placed with other Placees or sold at such price as
the Brokers determine;
14. 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 these Terms and Conditions)
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;
15. 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 have an address in, or be subject to the laws of,
Australia, New Zealand, Canada, the Republic of South Africa or
Japan, 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, New Zealand, Canada, the
Republic of South Africa or Japan and may not be offered, sold, or
acquired, directly or indirectly, within those jurisdictions;
16. 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;
17. 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;
18. 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;
19. it understands that:
(a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer, subject to certain
limited exceptions under US law; and
(b) 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);
20. 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 all other applicable
jurisdictions;
21. 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;
22. it understands that the Placing Shares are expected to be
issued to it through CREST but may instead be issued to it in
certificated, definitive form and acknowledges and agrees that the
Placing Shares will, 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.";
23. 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);
24. if located in the United States, 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;
25. it will not distribute, forward, transfer or otherwise
transmit the Announcement or any part of it, or any other
presentational or other materials concerning the Placing (including
electronic copies thereof) in or into or from the United States to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
26. none of the Brokers, their affiliates and 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 either of the Brokers and that the Brokers have no duties or
responsibilities to it for providing the protections afforded to
their clients or for providing advice in relation to the Placing
nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise
any termination right;
27. it will make payment to the relevant Broker for the Placing
Shares allocated to it in accordance with these Terms and
Conditions on or by the due time and date set out in the
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as the Brokers may determine in
their 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 these Terms and Conditions) which may arise upon the
sale of such Placee's Placing Shares on its behalf;
28. its allocation (if any) of the Placing Shares will represent
a maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the relevant Broker may call upon it
to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
29. no action has been or will be taken by any of the Company,
the Brokers or any person acting on behalf of the Company or either
of the Brokers that would, or is intended to, permit a public offer
of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
30. 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;
31. 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 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;
32. neither the Brokers nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax, whether
resulting from a failure to observe this requirement or otherwise.
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 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 or transferred to a
CREST stock account of the relevant Broker who will hold them as
nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions with it;
33. 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 or is a person to whom the
Announcement may otherwise be lawfully communicated, 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;
34. 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
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 Prospectus
Regulation;
35. 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 the Announcement has not been approved by either of the
Brokers in their capacity as an authorised person under section 21
of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
36. it has complied and it will comply with all applicable laws
in any jurisdiction 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);
37. if it has received any inside information (for the purposes
of the MAR and/or 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;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
38. none of the Brokers, the Company nor any of their respective
affiliates, agents, advisers, directors, officers or employees nor
any person acting on behalf of any of them or their affiliates,
agents, directors, officers or employees is 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
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of any of the Broker's rights and
obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right;
39. the Brokers and each of their respective 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 the 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 intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
40. it:
(a) has complied with its obligations under the Criminal Justice
Act 1993, Part VIII of FSMA and MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017, the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations
or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof ;
(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,
(all such statutes, rules and regulations referred to in this
paragraph 40 being together, the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and it 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 relevant Broker such evidence, if any, as
to the identity or location or legal status of any person which it
may request from the Placee 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 relevant Broker 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 relevant Broker may decide at its
sole discretion;
41. in order to ensure compliance with the Regulations, 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 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;
42. it acknowledges that its commitment to acquire Placing
Shares on these Terms and Conditions and in the contract note will
continue notwithstanding any amendment that may in the 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 Brokers' conduct of
the Placing;
43. it has such knowledge and experience in financial, business
and international investment matters as is required to allow it to
evaluate the merits and risks of acquiring Placing Shares. It
further acknowledges that AIM is a market designed primarily for
emerging or smaller companies to which a higher investment risk
tends to be attached than to larger or more established companies,
that the AIM Rules are less demanding than those of the Official
List and 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;
44. 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 which it agrees to acquire upon these
Terms and Conditions;
45. the Company, the Brokers and others (including each of their
respective affiliates, agents, advisers, directors, officers and
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;
46. 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 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 account;
47. time is of the essence as regards its obligations under these Terms and Conditions;
48. any document or other communication that is to be sent to it
in connection with the Placing will be sent at its own risk and may
be sent to it at any address (including any email address) provided
by it to the Brokers;
49. the Placing Shares will be issued subject to these Terms and Conditions; and
50. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or
otherwise validly form a part and/or any agreements entered into
pursuant to such 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 (contractual or otherwise) or matter arising out of
or in connection therewith, 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 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, directors, officers and employees harmless from and against
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 (or any person
acting on such Placee's behalf) in these Terms and Conditions or
which are incurred by either Broker, the Company or any of their
respective affiliates, agents, directors, officers or employees
arising from the performance of the Placee's obligations as set out
in these Terms and Conditions, and further agrees that the
provisions of these Terms and Conditions 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, 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 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 solely 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, 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 either 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) thereon, 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 representations, warranties, acknowledgements and
undertakings contained in these Terms and Conditions are given to
each Broker for itself and on behalf of the Company and are
irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither of the Brokers owes any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities contained in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that each of the Brokers may (at their
absolute discretion) satisfy their obligations to procure Placees
by themselves 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 either 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
the FSMA. Each Placee acknowledges that any such 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 relevant
Broker's money in accordance with the client money rules and will
be held by it under a banking relationship and not as trustee.
In these Terms and Conditions, any words following the terms
"including", "include", "in particular", "for example" or any
similar expression shall be construed as illustrative and shall not
limit the sense of the words, description, definition, phrase or
term preceding those terms.
References to time in these Terms and Conditions are to London
time, unless otherwise stated.
All times and dates in these Terms and Conditions may be subject
to amendment. Placees will be notified of any changes by way of a
public announcement made through a Regulatory Information
Service.
No statement in the Announcement is intended to be a profit
forecast or estimate, and no statement in the 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 London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Announcement.
DEFINITIONS
The following definitions (and each of those other expressions
which are defined elsewhere herein) apply throughout this
Announcement (including the Terms and Conditions) unless the
context otherwise requires:
"Admission" means admission of the Fundraising 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 Terms and Conditions and the information contained
therein;
" Bookbuild " means the accelerated book building process to be
undertaken by finnCap and Allenby in order to determine demand for
participation in the Placing;
"Brokers" means finnCap and/or Allenby;
"Allenby" means Allenby Capital Limited;
"Company" means Hardide plc;
"CREST" means the UK-based computerised system for the paperless
settlement of trades in listed securities, of which Euroclear UK
& Ireland Limited is the operator in accordance with the
Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755) and
which facilitates the transfer of title to shares held in
uncertificated form;
"EEA" means the European Economic Area;
"EEA Qualified Investor" has the meaning given to it within the
capitalised text at the beginning of the Terms and Conditions (and
accordingly "EEA Qualified Investors" means more than one EEA
Qualified Investor);
"EU" means the European Union;
"EUWA" means the European Union Withdrawal Act 2018, as amended
by the European Union (Withdrawal) Act 2020;
"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);
"London Stock Exchange" means London Stock Exchange plc;
"MAR" means the UK version of Regulation (EU) No 596/2014 of the
European Parliament and of the Council of 16 April 2014 on market
abuse which is part of UK law by virtue of the EUWA as amended
pursuant to the Market Abuse (Amendment) (EU Exit) Regulations
2019/310;
"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 9 September 2022
and entered into between finnCap, Allenby and the Company;
"Placing Price" means the price payable per Placing Share, being
19 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 the Brokers;
"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;
"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 Prospectus Regulation;
"Relevant Person" has the meaning given to it within the
capitalised text at the beginning of the Terms and Conditions (and
accordingly, "Relevant Persons" means more than one Relevant
Person);
"Securities Act" means the United States Securities Act of 1933,
as may be amended from time to time;
"Terms and Conditions" means the terms and conditions of the
Placing, as defined and set out in the Appendix to the
Announcement;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"UK Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 as it
forms part of domestic law by virtue of the EUWA;
"UK Qualified Investor" has the meaning given to it within the
capitalised text at the beginning of the Terms and Conditions (and
accordingly "UK Qualified Investors" means more than one UK
Qualified Investor); and
"US" means the United States of America , its territories and
possessions, any state of the United States of America, the
District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEEAFNPEEDAEAA
(END) Dow Jones Newswires
September 09, 2022 02:01 ET (06:01 GMT)
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