TIDMEVRH
RNS Number : 1646H
EVR Holdings PLC
23 March 2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
This announcement contains inside information.
EVR Holdings plc
('EVR' or the 'Company')
Accelerated bookbuild to raise gross proceeds of up to
approximately $12 million
Appointment of new External Auditor
Creation of new Joint Share Ownership Plan
Board Changes
Proposed Exercise of Warrants
and
Proposed secondary placing of ordinary shares in EVR
EVR Holdings (AIM: EVRH), one of the leading creators of virtual
reality content, announces a proposed placing of new ordinary
shares of one penny each ("Ordinary Shares") in the capital of the
Company (the "Primary Placing Shares") at a price of 3.75 pence per
share (the "Placing Price") with existing and new investors, to
raise gross proceeds of up to approximately $12 million (GBP10.32
million(1) ) (the "Primary Placing").
EVR further announces that it has been advised by Anthony
Matchett and Steven Hancock (together the "Selling Shareholders"),
that they each intend to sell up to approximately 13,333,333
Ordinary Shares in the Company (the "Secondary Placing Shares") at
the same time and on the same terms as the Primary Placing (the
"Secondary Placing", and together with the Primary Placing, the
"Placing"). When combined with the Primary Placing Shares, the
aggregate number of Ordinary Shares in the Company being placed
pursuant to the Placing is up to 302,077,632 Ordinary Shares in the
Company (the "Placing Shares").
Highlights
-- Gross proceeds of the Primary Placing of approximately $ 12
million before expenses (approximately $ 11.52 million after
expenses).
-- The Placing is conditional on, inter alia, Admission taking
place by no later than 8 a.m. on 27 March 2020.
-- Arden Partners plc (" Arden ") is acting as Nominated Adviser
and sole UK broker to the Company.
-- Beech Hill Securities, Inc. (" Beech Hill Securities ") is
acting as sole US broker to the Company.
Background to the Placing & strategic rationale
EVR is a leading creator of virtual reality entertainment
content and operator of the MelodyVR platform, a digital
entertainment VR platform that provides on demand access to a music
catalogue of approximately 1,400 tracks. The launch of our platform
in 2018 heralded a new way for artists to monetise their music and
for music fans around the world to further harness the digital
transformation of the music industry. We set out to re-define fans
expectation of music consumption via robust and seamless access to
new and ground breaking immersive music experiences and make these
experiences instantly available to everyone.
We are a global VR music service licenced by all three of the
major record labels providing our users with high-resolution access
to our VR music catalogue. We license and aggregate music from
content owners, paying royalties to rights holders who in turn
distribute these earnings to the artists themselves. Through our
innovation, our goal is to provide the best entertainment
experience possible, and in turn drive more people to engage with
our platform more of the time.
Our projected model caters for profitability at scale. We
believe our users are well engaged and our strategy is to monetise
our entertainment content through live broadcast, recorded event,
track or album, subscription to our platform content and
potentially advertising, with each revenue stream existing
independently but thriving together. As our reach expands, we are
confident that revenues will follow, and that at scale margins will
improve.
The up to $11.52 million net proceeds of the Primary Placing
will be utilised to extend reach and user engagement and to further
enhance MelodyVR both in terms of content and functionality with
the ambition of harnessing the significant first mover advantages
within this compelling market opportunity. The net proceeds will
also be used to hire new personnel, provide funds for warehousing
costs, assist with the development of the MelodyVR platform and
subscription offering, fund ongoing operating expenses and provide
general working capital for the Company.
1. Based on the GBP : USD exchange rate of 1.1619 as at 20 March 2020, source xe.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of Placing 23 March 2020
Anticipated announcement of completion 23 March 2020
of Placing
Anticipated Admission of the Primary 8 a.m. on 27 March 2020
Placing Shares to trading on AIM
Appointment of new External Auditor
In addition, the Company also announces that following a formal
tender process overseen by the Audit Committee, with a selection
process including members of the Audit Committee as well as the
Chairman. the Board has approved the appointment of RMT Accountants
and Business Advisors Limited ( " RMT " ) as its External Auditor
for the year ending 31 December 2019, subject to completing the
necessary processes. Their appointment will be subject to
shareholder approval at the 2020 Annual General Meeting.
Creation of new Joint Share Ownership Plan
In order to incentivise and retain key members of the executive
management team, the Company's directors (the " Board ") intend to
shortly adopt new a Joint Share Ownership Plan (the "JSOP") which
will result in the acquisition, subject to certain vesting
conditions, of shares equivalent to up to 10 per cent. of the
Company's issued share capital. It is intended that the
Remuneration Committee will be responsible for setting the level of
participation and any performance targets in respect of any award
pursuant to the JSOP.
Under the terms of the JSOP, Company directors and certain
employees will be invited to acquire (for a nominal payment),
jointly with the trustee of an Employee Benefit Trust, the
beneficial interest in a number of Ordinary Shares, upon the terms
of a joint ownership agreement (the "JOA"). Under the JOA, the
executive will potentially benefit from any growth in value of
Ordinary Shares that exceeds a hurdle set at the time of the award.
The Employee Benefit Trust will be used to hold Ordinary Shares for
the purposes of the JSOP with awards vesting subject to a certain
vesting criteria to be determined by the Board. Any individual
award will be subject to the requirements of AIM Rules as
applicable, including AIM Rule 13.
Board Changes
The Board is pleased to announce the intention for William Grant
Dollens (41) to be appointed to the Board as Non-Executive Director
of the Company as soon as practically possible at which time he
will join the Remuneration Committee.
Mr Dollens is currently Managing Member at Global Frontier
Investments, LLC, a US-based investment manager, and Portfolio
Manager for Global Frontier Partners, LP, a shareholder in EVR and
whose knowledge of the public markets in both the United Kingdom
and the United States will prove invaluable in supporting the
Board's strategic corporate objectives.
Prior to founding Global Frontier Investments, Mr Dollens worked
for Ayer Capital Management, BA Venture Partners and Deutsche Bank.
Mr Dollens also holds a Masters in Business Administration with
majors in analytical finance, management & strategy, and
accounting from the Kellogg School of Management at Northwestern
University, and a BSE, biomedical engineering, from Duke
University. Mr Dollens is also a Non-Executive Director of WANdisco
plc, the AIM listed live data company for machine learning and
AI.
At the current time, Mr Dollens holds 1,904,000 Ordinary Shares
in his own name, representing approximately 0.1 per cent of the
existing issued ordinary share capital of the Company and Global
Frontier Partners, LP holds 33,003,657 Ordinary Shares representing
approximately 2.2 per cent of the existing issued ordinary share
capital of the Company. Mr Dollens intends to participate in the
Primary Placing, further details will be announced in due
course.
Current Directorships Past Directorships
WANdisco plc Sartoris Property, LLC
-----------------------
ColdQuanta Inc.
-----------------------
Global Frontier Investments, LLC
-----------------------
Global Frontier Partners, LP
-----------------------
Dollens Family Foundation
-----------------------
WF Triple S, LLC
-----------------------
Global Frontier Opportunity Fund,
LP
-----------------------
Global Frontier Quantum Opportunity
Fund, LP
-----------------------
Global Frontier Life Science Opportunity
Fund, LP
-----------------------
Other than as provided in this announcement, no other
disclosures in relation to Mr Dollens are required under Rule 17
and schedule 2(g) of the AIM Rules for Companies.
In addition, Ian Hanson non-executive director will resign from
the Board with effect from 1 April 2020.
Proposed Exercise of Warrants
It is proposed that certain holders of warrants in the Company
will exercise warrants over the below Ordinary Shares in connection
with and upon completion of the Placing. These holders of warrants
include Simon Cole, Senior Non-Executive Director who intends to
exercise 4,615,090 warrants and intends to sell up to 1,250,000
Ordinary Shares with the agreement of the Company's independent
directors to fund the tax liabilities arising on the exercise of
such warrants.
Number of Ordinary Shares Exercise Price Expiry Date
4,630,180 1.1p 16 May 2026
--------------- -----------------
4,615,090 1.2p 31 July 2020
--------------- -----------------
1,470,588 1.85p 16 October 2019*
--------------- -----------------
* The Board previously exercised its discretion to agree an
extention to the expiry date of these warrants following a
reasonable request from the relevant unconnected third party holder
of warrants which had been unable for administrative reasons to
exercise its warrants prior to the original expiry date as it had
intended.
For further information please contact:
EVR Holdings plc
Anthony Matchett , Executive Chairman & CEO Tel: +44 (0) 203 289
7430
www.evrholdings.com
Arden Partners plc: Nominated Adviser, Broker Tel: +44 (0) 20 7614
and Joint Bookrunner 5900
Corporate Broking: Simon Johnson
Corporate Finance: Ciaran Walsh / Ruari McGirr
/ Ben Cryer
Beech Hill Securities, Inc.: Joint Bookrunner Tel: +1 646 574 3171
Capital Markets and Corporate Broking: Thomas
Lawrence
Chief Executive Officer: Vincent Iannuzzi
Notes to Editors:
MelodyVR Ltd ("MelodyVR ") is a wholly owned subsidiary of EVR
Holdings plc, a company that is listed on the AIM market of the
London Stock Exchange under the ticker EVRH.L. EVR, a creator of
virtual reality content, joined AIM on 16 May 2016 following a
reverse takeover of Armstrong Ventures plc. Further information can
be viewed at www.evrholdings.com and www.melodyvr.com.
Additional information on the Placing is included below.
Prior to its publication, certain information contained within
this announcement was deemed to constitute inside information for
the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this announcement and
such information is now considered to be in the public domain.
Accordingly, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement and the Appendix
to this Announcement which contains detailed terms and conditions
of the Placing (which forms part of this Announcement).
Important Notices
The Ordinary Shares of the Company have not been and will not be
registered under the US Securities Act of 1933, as amended.
Arden is regulated in the United Kingdom by the Financial
Conduct Authority (the "FCA"). Each of Arden and Beech Hill
Securities is acting exclusively for the Company and no one else in
connection with the Placing, and Arden and Beech Hill Securities
will each not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
Forward-looking statements
This announcement contains statements about EVR that are or may
be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of EVR.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Rules and/or the FSMA), EVR
does not undertake any obligation to update publicly or revise any
forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to EVR or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
EVR at the date of this announcement, unless some other time is
specified in relation to them, and the posting or receipt of this
announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; 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, Arden will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Additional information on the Placing
Structure
The Directors have given careful consideration as to the
structure of the proposed Placing and have concluded that the
Placing is the most suitable option available to the Company at
this time on account of cost, timing and certainty.
The Company intends to raise up to approximately $12 million
(GBP10.32 million) (before expenses) pursuant to the Primary
Placing at the Placing Price of 3.75 pence per share through the
issuance of up to 275,410,966 Primary Placing Shares. When combined
with the Secondary Placing Shares, the aggregate number of Ordinary
Shares in the Company being placed pursuant to the Placing is up to
302,077,632 Ordinary Shares in the Company (the "Placing
Shares").
The Placing Price represents a discount of 6.25 per cent. to the
closing price per share of 4 pence on 20 March 2020, being the
latest practicable date before this announcement.
The Placing Shares are being offered to certain qualifying
investors on the Company's and Selling Shareholders' behalf by the
Company's Nomad and sole broker, Arden in the United Kingdom and
the Company's broker Beech Hill Securities (Beech Hill Securities
and Arden together, the "Bookrunners") in the United States of
America. The Placing Shares are being offered by way of an
accelerated bookbuild ("Bookbuild") which will be launched
immediately following this announcement. The books are expected to
close no later than 5.00 p.m. (New York time) on 23 March 2020.
However, the timing of the closing of the Bookbuild, the final
number and allocation of Placing Shares to be issued at the Placing
Price are to be determined at the discretion of the Company and the
Bookrunners. A further announcement will be made following closing
of the Placing, confirming the final details of the
fundraising.
Principal terms of the Placing
On 23 March 2020, the Company and the Selling Shareholders
entered into a Placing Agreement with Arden and Beech Hill
Securities (the "Placing Agreement") pursuant to which they were
appointed as agents for the Company and the Selling Shareholders
(in the UK and the US respectively) and each agent agreed to use
reasonable endeavours to place the Placing Shares at the Placing
Price. The Placing is not being underwritten.
The Placing Agreement is conditional upon, among other things,
the conditions set out above and none of the warranties or
undertakings given to the Bookrunners prior to Admission being or
becoming untrue, inaccurate or misleading in any material respect.
The Placing Agreement contains customary warranties given by the
Company in favour of the Bookrunners in relation to, inter alia,
the accuracy of the information in this document and other matters
relating to the Group and its business. In addition, the Company
has agreed to indemnify the Bookrunners (and their respective
affiliates) in relation to certain liabilities which they may incur
in respect of the Placing. Certain customary warranties have been
provided by the Selling Shareholders pursuant to the Placing
Agreement. Under the Placing Agreement, the Company and the Selling
Shareholders have agreed to pay the Bookrunners a fee. Each of
Arden and Beech Hill Securities has the right to terminate the
Placing Agreement in certain circumstances prior to Admission. In
particular, in the event of a material breach of the warranties or
a material adverse change or if the Placing Agreement does not
become unconditional.
Conditions to the Placing
The Placing is conditional, inter alia, upon the following:
-- Admission occurring by no later than 8.00 a.m. 27 March 2020
(or such later times and/or dates as may be agreed between the
Company and the Bookrunners, being no later than 8.00 a.m. on 10
April 020);
-- the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been
terminated in accordance with its terms; and
-- the Bookrunners having received legally binding commitments
from placees to subscribe for all of the Placing Shares.
If the conditions set out above and in the Placing Agreement are
not satisfied or waived, where capable of waiver, the Placing will
lapse and the Primary Placing Shares will not be issued and the
Secondary Placing Shares will not be sold and all monies received
from investors in respect of the Placing Shares will be returned to
them (at the investors' risk and without interest) as soon as
possible thereafter.
Application for Admission
Application has been made to the London Stock Exchange for the
Primary Placing Shares to be admitted to trading on AIM. Admission
of the Placing Shares is expected to take place, and dealings on
AIM are expected to commence, no later than 8.00 a.m. on 27 March
2020 (or such later time and/or dates as may be agreed between the
Company and the Bookrunners, but no later than 10 April 2020).
Effect of the Primary Placing
Upon completion of the Placing, the Primary Placing Shares will
represent approximately 16.11% per cent. of the enlarged ordinary
share capital of the Company following completion of the Placing
(the "Enlarged Share Capital").
Selling Shareholders' intentions
The Company has been advised by Anthony Matchett and Steven
Hancock (together the "Selling Shareholders"), that they intend to
each sell up to approximately 13,333,333 Ordinary Shares in the
Company pursuant to the terms of the Placing.
Maximum number
Number of Ordinary of Secondary Expected shareholding
Shares held Shares to be in the Company
as at the date placed pursuant following completion
of this Announcement to the Placing of the Placing
------------------ ---------------------- ----------------- ----------------------
Anthony Matchett 1 68,482,796 1 3,333,333 1 55,149,463
------------------ ---------------------- ----------------- ----------------------
Steven Hancock 1 30,884,136 1 3,333,333 117,550,803
The Selling Shareholders have agreed that following completion
of the Placing, they will not, without (i) notifying the Company
and Arden, and (ii) obtaining Arden's prior written consent,
dispose of any of their Ordinary Shares in the Company for a period
of 12 months immediately following Admission (subject to certain
customary exceptions).
The Appendix sets out further information relating to the
Placing and specifically the terms and conditions of the UK
Placing.
APPIX - TERMS AND CONDITIONS OF THE UK PLACING
IMPORTANT INFORMATION FOR INVITED UK PLACEES ONLY REGARDING THE
UK PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER (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 EVR HOLDINGS PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE UK 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.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
the issue or sale of the Placing Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
the Selling Shareholders, Arden Partners Plc ("Arden") 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 this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Arden to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
and does not constitute or form part of any offer to issue or sell,
or the solicitation of an offer to acquire, purchase or subscribe
for, any securities in the United States (including its territories
and possessions, any state of the United States and the District of
Columbia), Australia, Canada, Japan or the Republic of South Africa
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 in the EEA will be made
pursuant to an exemption under the Prospectus Directive from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not 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 this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement and the Appendix
to this Announcement which contains detailed terms and conditions
of the Placing (which forms part of this Announcement).
This Announcement (including this appendix) will not constitute
an offer or an invitation to apply for or an offer or an invitation
to acquire any UK Placing Shares in the United States. Subject to
certain exceptions, all persons applying for UK Placing Shares and
wishing to hold such UK Placing Shares in registered form must
provide an address for registration of the Placing Shares outside
the United States.
Any person who applies for UK Placing Shares will be deemed to
have declared, warranted and agreed that they are not, and that at
the time of application they will not be, in the United States, or
acting on a non-discretionary basis for a person located within the
United States.
The Company and Arden reserve the right to treat as invalid any
application for UK Placing Shares which does not contain a warranty
to the effect that the person applying for UK Placing Shares does
not have a registered address and is not otherwise located in the
United States and is not applying for UK Placing Shares with a view
to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of the UK Placing Shares in the United
States or where the Company believes application for such UK
Placing Shares may infringe applicable legal or regulatory
requirements.
By participating in the UK Placing, each UK Placee will be
deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring UK
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such UK Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person;
2. in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a "Relevant
Member State") who acquires any UK Placing Shares pursuant to the
UK Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
2.2 in the case of any UK Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 the UK Placing Shares acquired by it in the UK Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any Relevant
Member State other than Qualified Investors or in circumstances in
which the prior consent of Arden has been given to the offer or
resale; or
2.2.2 where UK Placing Shares have been acquired by it on behalf
of persons in any Relevant Member State other than Qualified
Investors, the offer of those UK Placing Shares to it is not
treated under the Prospectus Directive as having been made to such
persons; and
3. it is acquiring the UK Placing Shares for its own account or
is acquiring the UK Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority
to make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
4. it is outside the United States acquiring the UK Placing
Shares in offshore transactions as defined in and in accordance
with Regulation S 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 FCA in relation to the
Placing or the UK Placing Shares and UK Placees' commitments will
be made solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies (the "AIM Rules")) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note to be sent to individual UK Placees.
Each UK Placee, by participating in the UK Placing, agrees that
the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of Arden
or the Company or any other person and none of Arden, 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
UK Placee's decision to participate in the UK Placing based on any
other information, representation, warranty or statement. Each UK
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 UK Placing. No UK
Placee should consider any information in this Announcement to be
legal, tax or business advice. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Primary Placing
Shares
Each of Arden, Beech Hill Securities, the Company and the
Selling Shareholders has today entered into a placing agreement
(the "Placing Agreement") pursuant to which, on the terms and
subject to the conditions set out in the Placing Agreement: (i)
each of Arden and Beech Hill Securities, as agent for and on behalf
of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Primary Placing Shares, including through
the use of intermediaries, sub-agents and delegees; and (ii) each
of Arden and Beech Hill Securities, as agent for and on behalf of
the Selling Shareholders, has agreed to use its reasonable
endeavours to procure purchasers for the Secondary Placing Shares,
in each case at the Placing Price.
The Primary 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 of one penny each ("Ordinary Shares") in the
capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Primary
Placing Shares.
As part of the Placing, the Company has agreed that it will not
for a period of 90 days after (but including) Admission, directly
or indirectly, issue, offer, sell, lend, pledge, contract to sell
or issue, grant any option, right or warrant to purchase or
otherwise dispose of any Ordinary Shares (or any interest therein
or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to
receive Ordinary Shares or any substantially similar securities or
otherwise enter into any transaction (including derivative
transaction) directly or indirectly, permanently or temporarily, to
dispose of any Ordinary Shares or undertake any other transaction
with the same economic effect as any of the foregoing or announce
an offering of Ordinary Shares or any interest therein or to
announce publicly any intention to enter into any transaction
described above. This agreement is subject to certain customary
exceptions and does not prevent the grant or exercise of options
under any of the Company's existing share incentives and share
option schemes, or following Admission the issue by the Company of
any Ordinary Shares upon the
exercise of any warrant, right or option or the conversion of a
security already in existence.
Application for Admission
Application has been made to the London Stock Exchange for
admission of the Primary Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 27 March 2020 and that dealings in the Primary Placing
Shares on AIM will commence at the same time.
Principal terms of the UK Placing
1. Arden is acting as bookrunner to the UK Placing, as agent for
and on behalf of the Company and the Selling Shareholders.
2. Participation in the UK Placing will only be available to
persons who may lawfully be, and are, invited by Arden to
participate. Arden and any of its affiliates are entitled to
participate in the UK Placing as principal.
3. The price per Placing Share (the "Placing Price") is fixed at
3.75 pence and is payable to Arden (as agent for the Company) by
all UK Placees.
4. To bid in the Bookbuild, prospective UK Placees should
communicate their bid by telephone to their usual sales contact at
Arden. Each bid should state the number of UK Placing Shares which
the prospective UK Placee wishes to acquire at the Placing Price.
Each prospective UK Placee's oral instruction to participate in the
UK Placing will be legally binding on the prospective UK Placee on
behalf of which it is made and, except with Arden's consent, will
not be capable of variation or revocation after the time at which
it is submitted. Bids may be scaled down by Arden on the basis
referred to in paragraph 6 below.
5. Each prospective UK Placee's allocation will be determined by
Arden and confirmed orally by Arden following the close of the
Bookbuild, and a trade confirmation will be dispatched as soon as
possible thereafter. Arden's oral confirmation to such UK Placee
will constitute an irrevocable legally binding commitment upon such
person (who will at that point become a UK Placee) in favour of
Arden and the Company or the Selling Shareholders (as applicable),
under which such UK Placee agrees to acquire the number of UK
Placing Shares allocated to it and to pay the relevant Placing
Price on the terms and conditions set out in this Appendix and in
accordance with the Company's constitution. Except with Arden's
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
6. Arden may choose to accept bids in the UK Placing, either in
whole or in part, on the basis of allocations determined at their
discretion (in consultation with the Company) and may scale down
any bids for this purpose on such basis as it may determine.
7. Arden may also, subject to the prior consent of the Company
(i) allocate UK Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate UK Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The Company reserves the
right (upon agreement with Arden) to reduce or seek to increase the
amount to be raised pursuant to the UK Placing, in its absolute
discretion.
8. Irrespective of the time at which a UK Placee's allocation(s)
pursuant to the UK Placing is/are confirmed, settlement for all UK
Placing Shares to be acquired pursuant to the UK Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
9. All obligations of Arden 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".
10. By participating in the UK Placing, each UK Placee will
agree that its rights and obligations in respect of the UK Placing
will terminate only in the circumstances described below and will
not be capable of rescission or termination by the UK Placee.
11. To the fullest extent permissible by law and applicable FCA rules, neither:
11.1 Arden;
11.2 any of its affiliates, agents, directors, officers, consultants or employees; nor
11.3 to the extent not contained within 11.1 or 11.2 any person
connected with Arden as defined in the FSMA (( 11.2 and 11.3 being
together "affiliates" and individually an "affiliate" of
Arden),
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither Arden nor any of its affiliates, shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of Arden's conduct of the UK Placing or of such
alternative method of effecting the Placing as Arden and the
Company may agree.
12. Each UK Placee acknowledges and agrees that the Company is
responsible for the allotment of the UK Placing Shares to the UK
Placees and Arden shall have no liability to the UK Placees for the
failure of the Company to fulfil those obligations.
Registration and settlement
If UK Placees are allocated any UK Placing Shares in the UK
Placing they will be sent a contract note or electronic
confirmation which will confirm the number of UK Placing Shares
allocated to them, the Placing Price and the aggregate amount owed
by them to Arden.
Each UK Placee will be deemed to agree that it will do all
things necessary to ensure that delivery and payment is completed
as directed by Arden in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with Arden or by such other means as Arden deems necessary if such
delivery and settlement would not be consistent with regulatory
requirements in the jurisdiction in which a UK Placee is
located.
Settlement of transactions in the UK Placing Shares (ISIN:
GB00BD2YHN21) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by Arden and is
expected to occur on or before 27 March 2020 (the "Settlement
Date") in accordance with the contract notes. Settlement will be on
a delivery versus payment basis. However, in the event of any
difficulties or delays in the admission of the UK Placing Shares to
CREST or the use of CREST in relation to the UK Placing, the
Company and Arden may agree that the Primary Placing Shares should
be issued in certificated form. Arden reserves the right to require
settlement for the UK Placing Shares, and to deliver the UK Placing
Shares to UK Placees, by such other means as it deems necessary if
delivery or settlement to UK Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a UK Placee is
located.
Interest is chargeable daily on payments not received from UK
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Arden.
Each UK Placee is deemed to agree that if it does not comply
with these obligations, Arden may sell any or all of their UK
Placing Shares on their behalf and retain from the proceeds, for
its own account and benefit, an amount equal to the aggregate
amount owed by the UK Placee plus any interest due. The relevant UK
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 UK Placing Shares on its behalf. Legal and/or
beneficial title in and to any UK Placing Shares shall not pass to
the relevant Placee until such time as it has fully complied with
its obligations hereunder.
If UK Placing Shares are to be delivered to a custodian or
settlement agent, UK Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as UK Placing
Shares are registered in a UK 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 Arden and Beech Hill Securities under the
Placing Agreement are, and the Placing is, conditional upon, inter
alia:
(a) the Company and the Selling Shareholders complying with
their respective obligations under the Placing Agreement to the
extent that they fall to be performed on or before Admission;
(b) the Company having allotted, subject only to Admission, the
Primary Placing Shares in accordance with the Placing Agreement;
and
(c) Admission having become effective at or before 8.00 a.m. on
27 March 2020 or such later time as Arden may agree with the
Company being no later than 8.00 a.m. on 10 April 2020) ,
(together, the "conditions").
If any of the conditions set out in the Placing Agreement 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 Arden and Beech Hill Securities may agree),
or the Placing Agreement is terminated in accordance with its
terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the 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.
Arden and Beech Hill Securities may, in their absolute
discretion and upon such terms as it thinks 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 the condition relating to Admission
referred to in paragraph (c) above may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Appendix.
Arden and Beech Hill Securities may each terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Neither Arden nor any of its affiliates, agents, 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 it or Beech Hill
Securities 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 it or Beech Hill Securities 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
Arden.
Termination of the Placing
Either Arden or Beech Hill Securities may, after such
consultation with the Company and Arden or Beech Hill Securities
(as applicable) as the circumstances allow, in its absolute
discretion, by notice to the Company and Arden or Beech Hill
Securities (as applicable), terminate the Placing Agreement at any
time up to Admission if, inter alia:
(a) there has, in the opinion of either Arden or Beech Hill
Securities, been a breach of the warranties given to either of
them;
(b) there has, in the opinion of either Arden or Beech Hill
Securities, been a material adverse change;
(c) 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 or has been
discovered to be untrue or inaccurate in any respect or misleading
in any respect; or
(d) in the opinion of either Arden or Beech Hill Securities,
there has been a force majeure event.
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 Arden
and Beech Hill Securities that the exercise by Arden or Beech Hill
Securities of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden or Beech Hill Securities for agreement between
Arden and Beech Hill Securities (as the case may be) and that
neither Arden nor Beech Hill Securities need make any reference to
such Placee and that none of the Company, Arden, Beech Hill
Securities 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.
By participating in the Placing, each UK Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the relevant UK Placee's oral instruction to participate in
the UK Placing.
Representations, warranties and further terms
By participating in the UK Placing, each UK Placee (and any
person acting on such UK Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective UK
Placee) that (save where Arden expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the UK 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 this
Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the UK Placing and acknowledges that no
prospectus or other offering document:
2.1 is required under the Prospectus Directive or other applicable law; and
2.2 has been or will be prepared in connection with the UK Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the UK Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the UK Placing and neither Arden, the Company (nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them) nor any of the Selling Shareholders has provided, and will not provide, it with any material regarding the UK Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested Arden, the Company (nor any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them) or any of the Selling Shareholders to provide it with any such information;
5. neither Arden nor any person acting on behalf of it nor any
of its 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
fraudulent misrepresentation made by that person;
6. the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the UK Placing
Shares is contained in the Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the UK Placing Shares and
it has made its own assessment of the Company, the UK Placing
Shares and the terms of the UK Placing based on the Announcement
and the Publicly Available Information;
7. neither Arden, the Company (nor any of their respective
affiliates, agents, directors, officers and employees) nor any of
the Selling Shareholders have made any representation or warranty
to it, express or implied, with respect to the Company, the UK
Placing or the UK Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information and the information
contained in this Announcement;
8. it has conducted its own investigation of the Company, the UK
Placing and the UK Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the UK Placing;
9. it has not relied on any investigation that Arden or any
person acting on its behalf may have conducted with respect to the
Company, the UK Placing or the UK Placing Shares;
10. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Arden nor any
persons acting on its behalf or any of its affiliates, agents,
directors, officers or employees is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
UK Placee's decision to participate in the UK Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
11. it is not, and at the time the UK Placing Shares are
acquired will not be, a resident of Australia, Canada, the Republic
of South Africa or Japan;
12. the UK Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, the Republic of South Africa or Japan
and 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;
13. it and/or each person on whose behalf it is participating:
13.1 is entitled to acquire UK Placing Shares pursuant to the UK
Placing under the laws and regulations of all relevant
jurisdictions;
13.2 has fully observed such laws and regulations;
13.3 has capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of UK Placing Shares and
will honour such obligations; and
13.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a UK Placee, all necessary consents and authorities to
agree to the terms set out or referred to in this Appendix) under
those laws or otherwise and complied with all necessary formalities
to enable it to enter into the transactions contemplated hereby and
to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of UK Placing
Shares;
14. it is not, and any person who it is acting on behalf of is
not, and at the time the UK 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 UK 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;
15. it and/or each person on whose behalf it is participating:
15.1.1 is not a person located in the United States and will
acquire the UK Placing Shares in an "offshore transaction", as
defined in Regulation S, conducted in accordance with Regulation S;
and
15.1.2 it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for UK Placing Shares was
given;
16. neither it, nor any of its affiliates, nor any person acting
on its or their own behalf, are taking up the UK Placing Shares as
a result of any "directed selling efforts" as defined in Regulation
S under the Securities Act in the United States;
17. it understands that the UK Placing Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States 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 UK Placing
Shares;
18. it is acquiring the UK Placing Shares for investment
purposes and is not acquiring the UK Placing Shares with a view to,
or for offer or sale in connection with, any distribution thereof
(within the meaning of the Securities Act) that would be in
violation of the securities laws of the United States or any state
thereof;
19. 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 UK Placing in or
into 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;
20. it acknowledges and agrees that the good faith exercise or
non-exercise by Arden of any right of termination under the Placing
Agreement shall be at the absolute discretion of Arden, with no
requirement to reference or consult with it and Arden shall have no
liability to it in connection with the good faith exercise or
non-exercise of such termination right;
21. none of Arden, its 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 UK Placing and that participation
in the UK Placing is on the basis that it is not and will not be a
client of Arden and that Arden has no duties or responsibilities to
it for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
22. it has the funds available to pay for the UK Placing Shares
and will make payment to Arden for the total subscription amount
for the UK Placing Shares allocated to it in accordance with the
terms and conditions of this Announcement on the due times and
dates set out in this Announcement, failing which the relevant UK
Placing Shares may be placed with others on such terms as Arden
determines in its absolute discretion without liability to the UK
Placee and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such UK 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 UK Placee's UK Placing Shares on its
behalf;
23. no action has been or will be taken by any of the Company,
Arden or any person acting on behalf of the Company or Arden that
would, or is intended to, permit a public offer of the UK Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
24. the person who it specifies for registration as holder of
the UK Placing Shares will be:
24.1 the UK Placee; or
24.2 a nominee of the UK Placee, as the case may be,
and Arden and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each UK Placee and any person
acting on behalf of such UK Placee agrees to acquire UK Placing
Shares pursuant to the UK Placing and agrees to indemnify the
Company and Arden in respect of the same on the basis that the UK
Placing Shares will be allotted or transferred to a CREST stock
account of Arden or transferred to a CREST stock account of Arden
who will hold them as nominee on behalf of the UK Placee until
settlement in accordance with its standing settlement instructions
with it;
25. it is acting as principal only in respect of the UK Placing,
or if it is acting for another person, (a) it is duly authorised to
do so and has full power to make the acknowledgements,
representations and agreements herein on behalf of such person and
(b) it is and will remain liable to the Company and Arden for the
performance of all its obligations as a UK Placee in respect of the
UK Placing (regardless of the fact that it is acting for another
person);
26. the sale, allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of UK
Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services) and that it is not participating
in the UK Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of UK Placing
Shares would give rise to such a liability;
27. it and any person acting on its behalf (if within the United
Kingdom) (a) is a person who has professional experience in matters
relating to investments falling within Article 19(5) and/or is (b)
a person falling within Article 49(2)(a) to (d) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any UK Placing Shares that are allocated to it for the
purposes of its business only;
28. it has not offered or sold and will not offer or sell any UK
Placing Shares to persons in the United Kingdom or elsewhere 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 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 other
member state of the EEA within the meaning of the Prospectus
Directive;
29. if it is within the EEA, it is a Qualified Investor as
defined in section 86(7) of the FSMA, being a person falling within
Article 2(1)(e) of the Prospectus Directive;
30. 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 UK Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been
approved by Arden in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
31. 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 UK Placing Shares (including all relevant provisions of the
FSMA in respect of anything done in, from or otherwise involving
the United Kingdom);
32. if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the UK Placing Shares
acquired by it in the UK Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of Arden has been given to the offer or
resale;
33. acknowledges and accepts that Arden may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the UK Placing Shares and/or related instruments for
their own account for the purpose of hedging their underwriting
exposure or otherwise and, except as required by applicable law or
regulation, Arden will not make any public disclosure in relation
to such transactions;
34. Arden and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase UK
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the UK
Placing Shares, any other securities of the Company or other
related investments in connection with the UK Placing or otherwise.
Accordingly, references in this Announcement to the UK Placing
Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription,
acquisition or dealing by, Arden and/or any of its affiliates
acting as an investor for its or their own account(s). Neither
Arden 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;
35. 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 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;
36. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993 and the Market Abuse Regulation
(596/2014)("MAR") and confirms that it has and will continue to
comply with those obligations;
37. in order to ensure compliance with the Regulations, Arden
(for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification
of its identity, location or legal status. Pending the provision to
Arden or the Company's registrars, as applicable, of evidence of
identity, location or legal status, definitive certificates in
respect of the UK Placing Shares may be retained at Arden's
absolute discretion or, where appropriate, delivery of the UK
Placing Shares to it in uncertificated form may be delayed at
Arden's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity, location or legal status Arden (for
itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either
Arden and/or the Company may, at its absolute discretion, terminate
its commitment in respect of the UK 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;
38. except as set out in paragraph 39 below, it has neither
received nor relied on any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) concerning
the Company prior to or in connection with accepting the invitation
to participate in the UK Placing and is not purchasing UK Placing
Shares on the basis of material non-public information;
39. if it has received any 'inside information' (for the
purposes of 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 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;
40. it acknowledges that its commitment to acquire UK 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 UK Placing and
that UK Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Arden's
conduct of the UK Placing;
41. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the UK 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 UK 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 UK Placing,
including the merits and risks involved;
42. it irrevocably appoints any duly authorised officer of Arden
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 UK
Placing Shares for which it agrees to acquire upon the terms of
this Announcement;
43. the Company, Arden and others (including each of their
respective affiliates, agents, directors, officers and employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to Arden on its own behalf and on behalf of the Company
and the Selling Shareholders and are irrevocable;
44. it was not formed for the purpose of investing in the
Company and is acquiring the UK Placing Shares for its own account
or for the account of one or more persons on whose behalf it is
authorized to make the foregoing acknowledgments, representations
and warranties, and enter into the foregoing agreements.
45. neither it nor, as the case may be, its clients expect Arden to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that Arden is not acting for them or their clients, and that Arden will not be responsible for providing the protections afforded to customers of Arden or for providing advice in respect of the transactions described herein;
46. that it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
47. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
48. it undertakes to Stifel or N+1 Singer (as applicable) at the
time of making its commitment to subscribe for Placing Shares that
it will confirm in writing to Stifel or N+1 Singer in the form of
confirmation sent by Stifel or N+1 Singer to Placees the number of
Placing Shares that it intends to subscribe for;
49. that, as far as it is aware it is not acting in concert
(within the meaning given in the City Code) with any other person
in relation to the Company;
50. that it is responsible for obtaining any legal, tax and
other advice that it deems necessary for the execution, delivery
and performance of its obligations in accepting the terms and
conditions of the Placing, and that it is not relying on the
Company or Arden to provide any legal, tax or other advice to
it;
51. time is of the essence as regards its obligations under this Appendix;
52. any document that is to be sent to it in connection with the
UK Placing will be sent at its risk and may be sent to it at any
address provided by it to Arden;
53. the UK Placing Shares will be issued or sold (as applicable)
subject to the terms and conditions of this Appendix; and
54. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire UK Placing Shares pursuant to the UK 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 such
contract except that enforcement proceedings in respect of the
obligation to make payment for the UK Placing Shares (together with
interest chargeable thereon) may be taken by the Company or Arden
in any jurisdiction in which the relevant UK Placee is incorporated
or in which any of its securities have a quotation on a recognised
stock exchange.
By participating in the UK Placing, each UK Placee (and any
person acting on such UK Placee's behalf) agrees to indemnify and
hold the Company, Arden and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the UK Placee (and any person acting on such
UK Placee's behalf) in this Appendix or incurred by Arden, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the UK
Placee's obligations as set out in this Announcement, and further
agrees that the provisions of this Appendix shall survive after the
completion of the UK Placing.
The agreement to allot and issue UK Placing Shares to UK Placees
(or the persons for whom UK 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 UK Placees, or such
persons as they nominate as their agents, direct by the Company.
Such agreement assumes that the UK Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer the UK Placing Shares into a clearance
service. If there are any such arrangements, or the settlement
related to any other dealings in the UK Placing Shares, stamp duty
or stamp duty reserve tax may be payable. In that event, the UK
Placee agrees that it shall be responsible for such stamp duty or
stamp duty reserve tax and neither the Company nor Arden shall be
responsible for such stamp duty or stamp duty reserve tax. If this
is the case, each UK Placee should seek its own advice and they
should notify Arden accordingly. In addition, UK Placees should
note that they will be liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the United Kingdom
by them or any other person on the acquisition by them of any UK
Placing Shares or the agreement by them to acquire any UK Placing
Shares and each UK Placee, or the UK 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 UK Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or
similar taxes or duties undertakes to pay such taxes and duties,
including any interest and penalties (if applicable), forthwith and
to indemnify on an after-tax basis and to hold harmless the Company
and Arden in the event that either the Company and/or Arden have
incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Arden for
itself and on behalf of the Company and the Selling Shareholders
and are irrevocable and shall not be capable of termination in any
circumstances.
Arden, which is regulated in the United Kingdom by the FCA, is
acting exclusively for the Company in connection with the UK
Placing and will not be acting for any other person (including any
Placees) and will not be responsible to any person other than the
Company for providing the protections afforded to clients of Arden
or for advising any other person in respect of the matters referred
to in this Announcement. No representation or warranty, express or
implied, is made by Arden as to the accuracy, completeness or
fairness of the contents of this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Arden does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each UK Placee and any person acting on behalf of the UK Placee
acknowledges and agrees that Arden may (at its absolute discretion)
satisfy its obligations to procure Placees by itself agreeing to
become a Placee in respect of some or all of the Placing Shares or
by nominating any connected or associated person to do so.
When a UK Placee or any person acting on behalf of the UK Placee
is dealing with Arden, any money held in an account with Arden on
behalf of the UK Placee and/or any person acting on behalf of the
UK 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 UK Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules: as a
consequence this money will not be segregated from Arden's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee.
The rights and remedies of Arden and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
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
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations)
"Directors" means the directors of the Company as at the date of
this announcement
"Placees" means the UK Placees and the US Placees
"Placing" means the UK Placing and the US Placing
"Placing Shares" means the UK Placing Shares and the US Placing
Shares
"UK Placees" means placees procured by Arden under the UK
Placing
"UK Placing" means the proposed placing of the Primary Placing
Shares and the Secondary Placing Shares by Arden
"UK Placing Shares" means the Primary Placing Shares and the
Secondary Placing Shares placed with UK Placees
"US Placees" means placees procured by Beech Hill Securities
under the US Placing
"US Placing" means the proposed placing of the Primary Placing
Shares and the Secondary Placing Shares by Beech Hill
Securities
"US Placing Shares" means the Primary Placing Shares and the
Secondary Placing Shares placed with US Placees
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.
END
IOEDZGZFMFKGGZG
(END) Dow Jones Newswires
March 23, 2020 03:00 ET (07:00 GMT)
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