TIDMSCE
RNS Number : 2865T
Surface Transforms PLC
13 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
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CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN SURFACE TRANSFORMS PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF SURFACE
TRANSFORMS PLC OR ANY OTHER ENTITY.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("MAR"). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
SURFACE TRANSFORMS PLC
("Surface Transforms" or the "Company")
Proposed Placing and Subscription to raise approximately GBP 8.0
million (before expenses) via an accelerated bookbuild, and Open
Offer to raise up to a further GBP 2.0 million (before
expenses)
Surface Transforms (AIM:SCE), manufacturers of carbon fibre
reinforced ceramic automotive brake discs, is pleased to announce
that it proposes to raise approximately GBP 2.0 million (before
expenses) by means of a Firm Placing and Subscription, and a
further GBP 6.0 million (before expenses) by means of a Conditional
Placing (together, the "Placing and Subscription"), with a total
80,000,000 New Ordinary Shares at 10 pence per New Ordinary Share.
In addition to the Placing and Subscription, the Company proposes
to raise up to a further GBP 2.0 million (before expenses), subject
to the Board's discretion to increase the size of the Open Offer,
by way of an Open Offer (together with the Placing and
Subscription, the "Fundraise").
The net proceeds from the Fundraise will be used for working
capital requirements with approximately GBP 5.0 million required to
fund operations, and approximately GBP 3.0 million as contingency
and to fund expenses incurred as a result of the Fundraise. Any
excess raised pursuant to the Open Offer will be to enable the
Company to accelerate its capacity resilience.
As announced on 3 November 2023, the Company are in advanced
discussion on a GBP13.0 million capital expenditure loan that would
be released as new capacity is expended in 2024 and 2025 but cannot
be used for working capital purposes. The Company does not
currently anticipate requiring any further external funding for
future expansion up to Phase 3.
The Placing will be conducted by way of an accelerated bookbuild
which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in the Appendix to
this Announcement.
KEY HIGHLIGHTS
-- Proposed Placing of up to GBP 7.9 million (before expenses)
with institutional investors, proposed Subscription of GBP0.1
million by certain of the Directors (before expenses) and proposed
Open Offer of up to GBP 2.0 million (before expenses), subject to
the Board's discretion to increase the size of the Open Offer, to
existing Qualifying Shareholders, in each case at the Issue
Price.
-- The Company intends to use the net proceeds of the proposed
Fundraise for working capital requirements.
-- The Issue Price represents a discount of approximately 15.0
per cent. to the closing mid-market price of 11.5 pence per
Ordinary Share on 10 November 2023, being the last Business Day
prior to the date of this Announcement.
-- Zeus is acting as Nominated Adviser and joint broker to the
Company and Cavendish is acting as joint broker to the Company in
connection with the Fundraise.
-- Completion of the Conditional Placing is subject to, inter
alia, the Company executing the proposed Loan Facility agreement
and the Resolutions being passed at a General Meeting of the
Company, expected to be held at 11.00 a.m. on 18 December 2023.
The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of the Joint
Brokers, in consultation with the Company. The allocation of the
Placing Shares between First Admission and Second Admission shall
be at the absolute discretion of the Joint Brokers, in consultation
with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by the Joint Brokers and the
Company at the close of the Bookbuild. The result of the Placing
will be announced as soon as practicable thereafter. The Placing is
not underwritten.
In addition, certain of the Directors have indicated an
intention to participate in the Fundraising (by way of a direct
Subscription for Subscription Shares) as follows:
Director Intended Subscription Number of Subscription
Shares
David Bundred GBP 50,000 500,000
Kevin Johnson GBP15,000 150,000
Isabelle Maddock GBP 10,000 100,000
Matthew Taylor GBP 50,000 500,000
Julia Woodhouse GBP 10,000 100,000
In addition to the Placing and Subscription, the Company intends
to provide all Qualifying Shareholders with the opportunity to
subscribe for an aggregate of 20,000,000 Open Offer Shares at the
Issue Price of 10 pence per Open Offer Share to raise up to
approximately GBP 2.0 million (before expenses), subject to the
Board's discretion to increase the size of the Open Offer.
Qualifying Shareholders subscribing for their full entitlement
under the Open Offer may also request additional Open Offer Shares
through an excess application facility. The Open Offer is not
underwritten.
The issue of the Firm Placing Shares and the Subscription Shares
are conditional, inter alia, on the Firm Placing Admission. The
issue of the Conditional Placing Shares and the Open Offer Shares
are conditional, inter alia, on the Company executing the proposed
Loan Facility agreement and the passing by Shareholders of the
Resolutions at the General Meeting of the Company, expected to be
held at 11.00 a.m. on 18 December 2023.
Shareholders should note that the Conditional Placing and Open
Offer are conditional, inter alia, on the Company executing the
Loan Facility agreement and the passing of the Resolutions. Failure
to approve the Resolutions would therefore prevent the Company from
raising funds pursuant to the Conditional Placing and Open Offer,
and only part of the net proceeds would be received by the Company.
This would require the Company to seek urgent alternate financing
that may or may not be available and, if available, may or may not
be on worse terms than the Fundraising. Furthermore, the Loan
Facility is also critical in enabling the Company to continue with
the necessary capital expenditure to meet the Company's
manufacturing capacity requirements. Failure to obtain the Loan
Facility or such other debt financing or to secure it on acceptable
terms, as required to finance Phase 2 and Phase 3 of the Company's
manufacturing strategy, would have a material adverse effect on the
Company's business, financial condition, results of operations and
prospects. The Directors believe that the Resolutions to be
proposed at the General Meeting are in the best interests of the
Company and Shareholders as a whole and unanimously recommend that
Shareholders vote in favour of the Resolutions.
A circular containing further details of the Placing, the
Subscription and the Open Offer, Notice of General Meeting, proxy
form and Application Form will be despatched to Shareholders
following announcement of the result of the Placing and
Subscription and will thereafter be available on the Company's
website at www.surfacetransforms.com .
Applications will be made to the London Stock Exchange for the
admission of the Firm and Conditional Placing Shares, Subscription
Shares and Open Offer Shares to be admitted to trading on AIM.
Admission of the Firm Placing Shares and the Subscription Shares is
expected to commence at 8.00 a.m. on 17 November 2023 and admission
of the Conditional Placing and the Open Offer Shares at 8.00am on
19 December 2023.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares.
The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Fundraise.
For further information, please contact:
Surface Transforms plc +44 151 356 2141
David Bundred, Chairman
Kevin Johnson CEO
Isabelle Maddock CFO
Zeus (Nominated Adviser and Joint Broker) +44 203 829 5000
David Foreman / James Edis / Ed Beddows
(Investment Banking)
Dominic King (Corporate Broking)
Cavendish Capital Markets Ltd (Joint
Broker) +44 20 7220 0500
Ed Frisby / Abigail Kelly (Corporate Finance)
Andrew Burdis / Harriet Ward (ECM)
Introduction
Surface Transforms announces that it proposes to raise
approximately GBP2.0 million (before expenses) by means of a Firm
Placing and Subscription, and a further GBP 6.0 million (before
expenses) by means of a Conditional Placing , with a total
80,000,000 New Ordinary Shares at 10 pence per New Ordinary Share.
In addition, the Company proposes to raise up to a further GBP 2.0
million (before expenses), subject to the Board's discretion to
increase the size of the Open Offer, by way of an Open Offer.
The Conditional Placing is conditional on, amongst other things,
the executing of the proposed Loan Facility agreement , the passing
of the Resolutions and the Conditional Placing Admission.
Automotive market drivers
Surface Transforms produce lightweight carbon ceramic brake
discs for the automotive industry. Historically, iron discs have
been utilised. However, there are compelling drivers for the
increasing adoption of carbon ceramic brakes, with the likes of
AMG, Aston Martin, Audi, Bentley, BMW, General Motors, Ferrari,
Jaguar Land Rover, Lamborghini, Lucid, Koenigsegg, McLaren, Nissan,
Porsche, Tesla and VW who are now offering carbon ceramic brakes on
selected vehicles.
The drivers for the adoption of carbon ceramic brakes are
multi-faceted and include:
-- Technological: carbon ceramic discs provide superior braking
performance than iron discs being both stronger and more durable as
well as being able to dissipate more heat - increased heat
evacuation reduces the brake temperature which improves
performance. In addition, carbon ceramic discs can be up to 70 per
cent. lighter - in certain instances each carbon ceramic brake disc
being 25 kg lighter resulting in a total chassis weight reduction
of 100 kg;
-- Environmental: reduced chassis weight results in lower CO2
emissions. In addition, carbon ceramic discs produce significantly
less brake pad dust pollution than iron discs, an increasingly
important issue for regulators;
-- Competition: Brembo SGL are currently the leading carbon
ceramic brake disc manufacturer by volume who have historically
enjoyed a near monopolistic position. Automotive OEMs desire
de-risked supply arrangements wherever possible. The Board consider
Surface Transforms to be the only credible alternative supplier of
carbon ceramic brakes to Brembo SGL, and anticipate this to be the
situation for some time;
-- Lifetime and total cost of ownership: Carbon ceramic discs
last approximately four times longer than iron discs. This
increased service life therefore has a commensurate reduction in
the total cost of ownership;
-- Quality: Carbon ceramic discs provide enhanced handling,
comfort and performance compared with heavier iron discs.
Furthermore carbon ceramic discs materially reduce the prospect of
galvanic corrosion, a safety concern for grey iron discs on
EVs;
-- Aesthetics: Carbon ceramic discs are desirable, especially
when combined with colourful callipers, and because they do not
corrode like iron discs, they generate significantly less brake
dust resulting in cleaner wheels;
-- Shift to EV: The EV market is becoming more prominent in the
wider automotive space, led by stringent rules in the EU,
California and Japan to reduce carbon emissions. In addition to the
above, weight saving on EVs can lead to smaller and potentially
cheaper batteries.
While there are substantial market drivers outlined above, the
considerable testing requirements of the OEMs continue to limit the
competition. Surface Transforms is currently taking market share
from both Brembo SGL and iron disc manufacturers, and expects to
continue to win new contracts during the coming years.
The move from a modular manufacturing plant to one that is
vertically integrated has further benefitted its competitiveness as
it has enabled the Company to identify expansion to GBP150 million
[1] p.a. revenue without the need for additional manufacturing
space outside of its existing footprint and the adjacent site.
Progress with OEM customers
Surface Transform's growth is driven by contracting directly
with OEMs to supply carbon ceramic brake discs for upcoming models.
The Company has enjoyed further recent commercial success, with a
new nomination as OEM 10's tier one supplier of a carbon ceramic
brake discs in 2023 which is expected to result in a new GBP100
million lifetime contract awarded by OEM 10 with SOP anticipated to
begin in 2027.
Recent success has seen the number of contracts nominated rise
from 8 in 2021 to 12 in 2023, with 11 of those contracts awarded,
and the expected lifetime value of the contracts has increased to
GBP390 million [2] at the date of this document from GBP66 million
in 2021, equivalent to annual revenue of GBP79 million versus GBP12
million in 2021.
Five vehicle contracts are already in production. The remaining
contracts are expected to enter SOP at regular intervals between
now and 2027.
The Company has also experienced success in building its
expected revenue through "follow on" contracts, where OEM customers
use existing product approvals on their future models. Follow on
contracts are an important pillar in the future commercial strategy
of the Company as they result from strong customer relationships
and leverage the existing product technology. The Company now has 5
follow on contracts. Indeed, the Company expects follow on contract
wins to form a significant portion of new contract wins in the
future.
Alongside the awarded and nominated contracts, the Company is in
discussions with other potential customers and has a PCP of GBP300
million [3] . In addition, the Company remains in active
discussions with other customers which have not yet reached the
threshold required to be included in the Company's PCP.
Whilst there can be no guarantee that Surface Transforms will be
awarded any further supply contracts to any of the OEMs or, even if
awarded, what the actual vehicle volumes will transpire to be, the
Board note their continuing success winning new contracts,
particularly follow on contracts.
Tangentially, the EV market has and is expected to remain an
important growth driver of Surface Transforms. In August 2022,
Surface Transforms announced its first contract with OEM 9, a new
entrant to the EV market, where there is also potential for follow
on contracts on future models. This follows the Company's GBP27.5
million contract award with OEM 8 (in 2020) that was extended in
2022 both in contract duration as well as annual volumes to
approximately GBP100 million total contract revenue and the latest
GBP100m contract nomination from OEM 10 (in October 2023).
Whilst Surface Transforms can fulfil its existing supply
contracts through existing, and planned increases in manufacturing
capacity through 2024 and 2025 at the Company's Knowsley facility,
there is insufficient resilience and future capacity expansion will
be required to deliver the PCP, should these be converted into
actual contract awards.
Manufacturing Strategy
The Company's existing manufacturing facility at Knowsley totals
approximately 55,000 sq. ft. with current revenue capacity of GBP20
million p.a.
In 2021, Surface Transforms pivoted its manufacturing strategy
from modular, relatively independent but identical OEM cells to a
more continuous plant-wide "single production line". This enabled
the Company to expand its production capacity at the current site
to GBP75 million [4] p.a. with less additional investment than had
been previously anticipated. This is known as Phase 2 of the
Company's manufacturing strategy.
Investment required for Phase 2 was sourced in Q4 2022 via an
equity fundraise and open offer raising GBP18 million (before
expenses). This funding has enabled the Company to make significant
progress in expanding revenue capacity to GBP50 million(4) p.a.,
which is expected to complete in 2024 (known as Part 1 of Phase 2),
and the increase to GBP75 million(4) p.a., which it remains on
course to achieve in 2025 (known as Part 2 of Phase 2).
However, the ramp up has not been without challenges. As
previously reported by the Company, the first half of 2023
contained several technical challenges affecting available
capacity, resulting in capacity being significantly lower than
planned levels for which engineering solutions have since
successfully been achieved. To manage available working capital,
capital expenditure has been phased over a longer period than was
originally anticipated at the launch of the new manufacturing
strategy. This resulted in more potential single points of failure
for the Company to manage, as well as other operational ramp up
challenges including a lack of buffer stocks to be built up which
is critical in maintaining supply to customers. Furthermore, the
Company has had to increase headcount to allow for the ramp up in
production, which has resulted in slightly reduced efficiency while
they have been upskilled, particularly on key pieces of equipment
unique to Surface Transforms.
Such challenges have, however, resulted in multiple process
improvements. The production operation is now being led by four
upgraded managers alongside a restructure and training programme
for the maintenance teams. Training initiatives have also been
introduced to support the rapidly growing production teams. The
production planning process has also been improved, while
maintenance has been upgraded through a new management system and
refined scheduling and planning. Furthermore, Stephen Easton joined
the Company as its (non-board) Chief Operating Officer in September
2023.
The Company is continuing to install the capacity (capital
expenditure of approximately GBP8 million in 2023 and GBP9 million
in 2024) required to both meet increasing customer demand and
providing the necessary resilience to mitigate the risk of and/or
overcome single points of failure.
Phase 2 revenue capacity is entirely reserved for existing
contracts, for which the lifetime value is c.GBP390 million [5] .
Based on Directors' expectations, their understanding of the
relevant OEMs production plans and assumed disc demand, this
equates to awarded contracts equating to cGBP79 million revenue
p.a. The PCP is currently valued at c.GBP300 million [6] , which
based on Directors' expectations of revenues given anticipated
production volumes, represents the opportunity for an additional
cGBP50 million revenue p.a.
Therefore, the Company has also identified Phase 3 of its
manufacturing strategy, which is the increase in revenue to GBP150
million [7] p.a. through the expansion of the factory on an
adjacent site. To achieve this, it has finalised the terms of a
lease agreement to secure a 10-year lease on a 2 acre site next to
its current facility. There are existing buildings with c.10,000
sq. ft. of capacity, with space for further expansion. The Company
is progressing its plans for Phase 3 aimed at progressively
providing GBP150 million(7) of sales capacity by 2027.
The total remaining capital cost of Phase 2 and Phase 3 is GBP14
million and GBP30 million respectively. It is expected that this
will be financed by GBP13 million of debt (namely the proposed Loan
Facility which is at an advanced stage of negotiation) with the
remainder from retained cash flows generated from operations.
Reasons for the Fundraising
As set out above, the Company's commercial discussions have
progressed well and, as a result, its contracted expected revenue
pipeline is now GBP390 million(5) . The Company has recently been
nominated for a further vehicle contract with OEM 10.
While the Company expects to fund Phase 2 and Phase 3 of its
manufacturing expansion through a combination of external funding
(expected to be from the proposed Loan Facility) and retained
profits in the Company, it also requires working capital to fund
the scale up, especially in Q12024 as actual production capacity,
which has been delayed by the issues noted above, begins to match
installed capacity, such installed capacity run rate increasing
towards the total Phase 2 revenue capacity of GBP50 million p.a.
during 2024. The Fundraising also enables the Company to remain on
track to deliver on its recent contract successes.
Without the completion of Phase 2 or the commencement of Phase
3, the Company will not be able to service all of its current
contracts and would not be able to convert its PCP as it has been
able to do successfully to date. Indeed, the Board believe
committed plans for future capacity expansion are crucial to the
Company's ability to win further contracts.
Whilst it is possible that no OEMs will award any new contracts
to the Company, based on dealings with OEMs to date and managements
understanding of the OEMs' production plans, the Directors are of
the opinion that there is ongoing positive progress with multiple
OEM customers, both for new contracts and follow on contracts, that
necessitate continuing planning for the future. The Board is
confident that the Company can achieve significant revenue growth
in the coming years, and is targeting an annualised revenue of
GBP250 million by 2030.
Accordingly, the Board are confident that production capacity
provided by Phase 3 will be required, noting that the combined
revenue capability of the existing and extended Knowsley footprint
will be GBP150 million [8] p.a. Putting this in context, the
Company's combined current OEM contracts and PCP total GBP690
million [9] , and assuming an average contract term of five years,
provides an annual equivalent revenue requirement, should all the
PCP be formally awarded, to approximately GBP129 million annual
revenue; this significantly exceeds the maximum revenue capacity of
GBP75 million(9) of the existing Knowsley site, which will be
available in 2025.
Accordingly, the Board believe this Phase 3 capacity needs to
start being developed as soon as possible.
Use of proceeds
The total cost of Phases 2 and 3 is expected to be c.GBP52
million, comprising:
Phase 2 remaining GBP14 million
Phase 3 GBP30 million
Working capital (to support revenue growth) GBP8 million
--------------
GBP52 million
The capital expenditure will be funded by the proposed Loan
Facility previously announced by the Company, and its future cash
generation.
The working capital requirement will be provided by the
Fundraise, with c.GBP5 million required to fund operations, and
c.GBP3 million as contingency and to fund expenses incurred as a
result of the Fundraising. Any excess raised pursuant to the Open
Offer will enable the Company to accelerate its capacity
resilience. The Company does not currently anticipate requiring any
further external funding for future expansion up to Phase 3 but
will explore non-equity options in the first instance should any
further external funding be required.
Proposed Loan Facility
To finance its capital expenditure plans, the Company is in
advanced discussions on a GBP13 million capital expenditure loan
facility that would be released if new capital expenditure is
incurred in 2024 and 2025. The proposed Loan Facility has a
five-year term and can only be used to finance capital expenditure
and not for working capital purposes. The outcome of these
discussions is not certain but is expected to conclude before the
end of 2023. Success in securing the Loan Facility (or alternate
debt funding) will enable the Company to finish installing the
current capacity build to GBP75 million(9) p.a. (Part 2 of Phase
2), as well as commencing the next stage of the capacity build
towards GBP150 million(9) p.a. revenue capacity (Phase 3); however
there remains the need to finance working capital required to
support the significant production increases during 2023 and
2024.
Trading update
Sales in the four months to 31 October 2023 were GBP3.0 million
bringing year-to-date sales for the period to 31 October 2023 to
GBP6.3 million. Whilst October sales of GBP1.0 million was the best
month of sales in 2023, it was lower than management had previously
budgeted.
The previously reported technical problems have now been
overcome. However, the Company continues to face some challenges in
the production line, including single points of failure and a
learning curve on the maintenance of its new equipment. These
challenges, which are being resolved, are hindering the Company
from creating sufficient capacity resilience and are constraining
our production ramp up.
Consequently, the Company is prioritising new capacity on these
single failure points whilst building up work-in-progress buffer
stocks to mitigate the learning curves on key pieces of equipment
unique to it. In parallel to these actions, revised operating
processes and training has been accelerated to deal with improving
maintenance of key pieces of equipment. The Company has also made
significant changes to operations management, including but not
limited to, the appointment of a new Chief Operating Officer,
Stephen Easton.
Planned capital expenditure of GBP4.8 million occurred in the
period ended 30 June 2023, primarily aimed at delivering 2024
capacity, with full year capex now expected to be in the region of
GBP8 million.
Cash at the end of the period ended 30 June 2023 was GBP4.5
million, down GBP10.4 million from the year-end. This was due to
revenue loss whilst overcoming ramp up challenges in the first half
of 2023 and continued capital investments for 2024.
Outlook
Output continues to increase, and October was the best sales
month in 2023 but not yet at the desired rate. In the light of
these challenges, the Company is now planning its cash needs and
customer commitments based on a shallower ramp and now expects to
reach the required rate of production in Q1 2024, later than
previously forecast. As a result, the Company is reducing its sales
guidance for the year to December 2023 to GBP8.6 million. Overall,
the outlook for 2024 to 2027 continues to remain very positive
reflecting contracts in series production and recent new business
announcements, with capacity being installed to fulfil these
awards.
The Placing and Subscription
The Company intends to raise GBP 2.0 million (before expenses),
and conditionally raise a further GBP 6.0 million (before
expenses), by means of the Placing and Subscription of 80,000,000
new Ordinary Shares, which are not subject to clawback, at the
Issue Price for the benefit of the Company.
The Firm Placing Shares and the Subscription Shares, when issued
and fully paid, will rank equally in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after admission to
trading on AIM.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Zeus and
Cavendish, as agents to the Company, have conditionally agreed to
use their reasonable endeavours to procure Placees for the Placing
Shares to be issued under the Placing. The Firm Placing is
conditional, inter alia, upon neither of the Joint Brokers having
exercised their right to terminate the Placing Agreement and the
Firm Placing Admission occurring not later than 8.00 a.m. on 17
November 2023. The Firm Placing is not conditional on the
Resolutions being passed at the General Meeting. Once the Firm
Placing Admission has occurred, neither of the Joint Brokers will
have the right to terminate any of its obligations under the
Placing Agreement with regard to the Firm Placing, but may at any
time up to Conditional Placing Admission terminate its obligations
under the Placing Agreement as regards the Conditional Placing.
The Conditional Placing is conditional, inter alia, upon the
Firm Placing Admission having occurred not later than 8.00 am on 17
November 2023, the Company executing the proposed Loan Facility
agreement, the Resolutions being passed at the General Meeting
without amendment, the Company having fully performed its
obligations under the Placing Agreement to the extent that they
fall to be performed prior to the Conditional Placing Admission,
the Placing Agreement becoming unconditional and not being
terminated in accordance with its terms and, the Conditional
Placing Admission occurring by no later than 8.00 a.m. on 19
December 2023 (or such later date as the Company and the Joint
Brokers may agree, being no later than 8.00 a.m. on 10 January
2024). Once the Conditional Placing Admission has occurred no party
to the Placing Agreement can terminate any part of the Placing
Agreement which relates to the Conditional Placing Admission and/or
the Placing, allotment and/or issue of the shares subject to the
Conditional Placing Admission.
Subscription
In addition, certain of the Directors have indicated an
intention to participate in the Fundraising (by way of a direct
Subscription for Subscription Shares) as follows:
Director Intended Subscription Number of Subscription
Shares
David Bundred GBP 50,000 500,000
Kevin Johnson GBP 15,000 150,000
Isabelle Maddock GBP 10,000 100,000
Matthew Taylor GBP50,000 500,000
Julia Woodhouse GBP 10,000 100,000
The Subscription Shares, when issued and fully paid, will rank
equally in all respects with the Existing Ordinary Shares. The
Subscription is conditional upon, inter alia, the Firm Placing
Admission.
Application will be made to the London Stock Exchange for
admission of the Subscription Shares to trading on AIM. Admission
of the Subscription Shares is expected to take place, and dealings
on AIM are expected to commence, at 8.00 a.m. on 17 November
2023.
Open Offer
In order to provide all Qualifying Shareholders with an
opportunity to participate, the Company is conducting an Open Offer
providing those shareholders the opportunity to subscribe at the
Issue Price for an aggregate of 20,000,000 Open Offer Shares. The
Board has discretion to increase the size of the Open Offer up to
an aggregate of 30,000,000 Open Offer Shares. This allows
Qualifying Shareholders to participate on a pre-emptive basis
whilst providing the Company with the flexibility to raise
additional equity capital to further improve its financial
position.
Qualifying Shareholders are being offered the opportunity to
apply through an excess application facility for additional Open
Offer Shares in excess of their pro rata entitlements to the extent
that other Qualifying Shareholders do not take up their
entitlements in full. Qualifying Shareholders with nil basic
entitlement will still be eligible to apply for Open Offer Shares
under an excess application facility. In the event of applications
in excess of the maximum number of Open Offer Shares available, the
Company will decide on the basis for allocation, however if this
scenario occurs, preference is likely to be given to Qualifying
Shareholders with smaller shareholdings (who historically may have
had less opportunity to participate in placings conducted by the
Company). The Open Offer Shares will not be placed subject to
clawback nor have they been underwritten. Consequently, there may
be fewer than 20,000,000 Open Offer Shares (or 30,000,000 Open
Offer Shares issued pursuant to the Open Offer if the Board
exercise its discretion to increase the size of the Open Offer to a
maximum aggregate amount of GBP3.0 million worth of Open Offer
Shares) issued pursuant to the Open Offer.
The Open Offer provides Qualifying Shareholders the opportunity
to participate in the Fundraising, up to GBP2.0 million worth of
Open Offer Shares to be issued at the Issue Price. However, should
the Open Offer be significantly oversubscribed, the Directors may,
at their absolute discretion, increase the Open Offer up to a
maximum aggregate amount of GBP3.0 million worth of Open Offer
Shares to be issued at the Issue Price.
The Conditional Placing and the Open Offer are conditional upon,
inter alia, the Firm Placing Admission having occurred not later
than 8.00 am on 17 November 2023, the approval of Shareholders of
the Resolutions at the General Meeting and upon the Placing
Agreement becoming unconditional in all respects (save for the
condition relating to Conditional Placing Admission) and not having
been terminated in accordance with its terms.
Investor presentation
The Company will provide a live presentation to investors and
any other interested parties via Hardman & Co's platform at
11.00 a.m. on 22 November 2023. Interested parties can register for
the presentation at
https://us06web.zoom.us/webinar/register/WN_55f8RJSASOCSyPe1L6fNIg
Surface Transforms is committed to ensuring that there are
appropriate communication structures for all its Shareholders.
Questions can be submitted in advance as well as during the event
via the "Ask a Question" function. Although management may not be
in a position to answer every question received, they will address
the most prominent ones within the confines of information already
disclosed to the market.
Expected timetable of principal
events
Record Date 13 November 2023
Announcement of the Fundraising 13 November 2023
Announcement of the result of by close of business on the
the Placing and the Subscription 14 November 2023
Despatch of the Circular 15 November 2023
Admission of the Firm Placing 8.00 a.m. on 17 November 2023
Shares and Subscription Shares
Announcement of the result of by 11 December 2023
the Open Offer
General Meeting 11.00 a.m. on 18 December 2023
Announcement of the results of 18 December 2023
the General Meeting
Admission of the Conditional Placing 8.00 a.m. on 19 December 2023
Shares and Open Offer Shares
Irrevocable commitments
The Directors (or persons connected with the Directors within
the meaning of sections 252 - 255 of the Act), who in aggregate
hold 3,733,103 Existing Ordinary Shares, representing approximately
1.5 per cent. of the Existing Ordinary Shares, have irrevocably
undertaken to vote in favour of the Resolutions at the General
Meeting and not to subscribe for any of the Open Offer Shares.
Important information
This Announcement is for information purposes only and does not
itself constitute an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities in the
Company and does not constitute investment advice.
Neither this Announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, New Zealand, Canada, Japan or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of the securities laws of any state or
territory of the United States, Australia, New Zealand, Canada,
Japan or the Republic of South Africa. The distribution of this
Announcement in other jurisdictions may be restricted by law and
persons into whose possession this Announcement comes should inform
themselves about, and observe any such restrictions.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Neither
this Announcement nor any part of it nor the fact of its
distribution shall form the basis of or be relied on in connection
with or act as an inducement to enter into any contract or
commitment whatsoever.
In particular, the Placing Shares , the Subscription Shares and
the Open Offer Shares have not been and will not be registered
under the US Securities Act, or under the securities laws or with
any securities regulatory authority of any state or other
jurisdiction of the United States, and accordingly the Placing
Shares, the Subscription Shares and the Open Offer Shares may not
be offered, sold, pledged or transferred, directly or indirectly,
in, into or within the United States except pursuant to an
exemption from the registration requirements of the US Securities
Act and the securities laws of any relevant state or other
jurisdiction of the United States. There is no intention to
register any portion of the Fundraising in the United States or to
conduct a public offering of securities in the United States or
elsewhere.
Zeus is authorised and regulated in the United Kingdom by the
FCA and is acting as nominated adviser and Joint Broker to the
Company in respect of the Fundraising. Cavendish is authorised and
regulated in the United Kingdom by the FCA and is acting as Joint
Broker to the Company in respect of the Fundraising. Each of Zeus
and Cavendish is acting for the Company and for no-one else in
connection with the Fundraising, and will not be treating any other
person as its client in relation thereto, and will not be
responsible for providing the regulatory protections afforded to
its customers nor for providing advice in connection with the
Fundraising or any other matters referred to herein and apart from
the responsibilities and liabilities (if any) imposed on Zeus or
Cavendish, as the case may be, by FSMA, any liability therefor is
expressly disclaimed. Any other person in receipt of this
Announcement should seek their own independent legal, investment
and tax advice as they see fit.
Forward-looking statements
This Announcement contains statements about Surface Transforms
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 Surface Transforms.
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 for Companies, the Prospectus Rules, the FSMA
and/or MAR), 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 Surface Transforms 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 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.
Appendix
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE ANNOUNCEMENT REGARDING THE PLACING (THE
"ANNOUNCEMENT") AND THE TERMS AND CONDITIONS SET OUT HEREIN ("TERMS
AND CONDITIONS") 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: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH FORMS
PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (C) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS AND THE
INFORMATION THEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE ANNOUNCEMENT
AND/OR THE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE
TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS
AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT
AND THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SURFACE TRANSFORMS
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 UNDER THE APPLICABLE SECURITIES LAWS OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS 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.
The distribution of the Announcement and/or the Terms and
Conditions and/or the Placing and/or issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Joint Bookrunners 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 and/or the Terms and Conditions 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 and/or
these Terms and Conditions come are required by the Company and the
Joint Bookrunners to inform themselves about and to observe any
such restrictions.
The Announcement and these Terms and Conditions or any part of
them are for information purposes only and do 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, 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.
In the United Kingdom, the Announcement and these Terms and
Conditions are 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 the
Announcement and these Terms and Conditions or the Circular. 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, New Zealand, Canada, the Republic of Ireland, 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, the Republic of
Ireland, the United States, Canada, the Republic of South Africa or
Japan or any other jurisdiction in which such offer, sale, re-sale
or delivery would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of the Announcement (or any part of it) and/or these Terms
and Conditions should seek appropriate advice before taking any
action.
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 ("MiFID II Delegated Directive"); and (c) local
implementing measures, (including insofar as MiFID II and the MiFID
II Delegated Directive constitute retained EU law (as defined in
section 6(7) of the European Union (Withdrawal) Act 2018) in the
United Kingdom) ("Retained MiFID Provisions") (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 (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II and the Retained MiFID
Provisions; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II or the Retained
MiFID Provisions (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or the Retained MiFID Provisions; 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.
The Terms and Conditions should be read in their entirety.
Key Terms and Dates
In addition to the definitions set out at the end of these Terms
and Conditions, the following defined terms and dates are relevant
to these Terms and Conditions:
"Admission" means First Admission and/or Second Admission,
as the context requires becoming effective
as provided in Rule 6 of the AIM Rules
for Companies;
"First Admission" means admission of the Firm Placing Shares
to trading on AIM becoming effective in
accordance with the AIM Rules;
-----------------------------------------------
"First Admission means 8.00 a.m. on 17 November 2023 or
Date" such later time as the Joint Bookrunners
may agree with the Company but in any event
no later than 8.00 a.m. on 10 January 2024;
-----------------------------------------------
"First Settlement means the date the settlement of transactions
Date" in the Firm Placing Shares following First
Admission will take place within the CREST
system (subject to certain exceptions)
which is expected to occur on 17 November
2023;
-----------------------------------------------
"Issue Price" means 10 pence per Ordinary Share;
-----------------------------------------------
"Second Admission" means admission of the Conditional Placing
Shares to trading on AIM becoming effective
in accordance with the AIM Rules;
-----------------------------------------------
"Second Admission means 8.00 a.m. on 19 December 2023 or
Date" such later time as the Joint Bookrunners
may agree with the Company but in any event
no later than 8.00 a.m. on 10 January 2024;
-----------------------------------------------
"Second Settlement means the date the settlement of transactions
Date" in the Conditional Placing Shares following
Admission will take place within the CREST
system (subject to certain exceptions)
which is expected to occur on 19 December
2023; and
-----------------------------------------------
"Settlement Date" means First Settlement Date and/or Second
Settlement Date, as the context requires.
-----------------------------------------------
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have entered into the Placing Agreement
with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, each of the Joint
Bookrunners, as agent for and on behalf of the Company, has agreed
to use its reasonable endeavours to procure Placees for the Placing
Shares at the Issue Price. The Placing is not being underwritten by
either of the Joint Bookrunners or any other person.
The exact number of Placing Shares to be allocated and issued to
Placees shall be determined by the Joint Bookrunners and the
Company following completion of the Bookbuild (as defined
below).
The Subscription and the Open Offer is independent from the
Placing and for the avoidance of doubt completion of the Placing is
not conditional on completion of the Subscription and the Open
Offer. The Open Offer will be launched on conclusion of the Placing
and the Placing Shares will not be part of the Open Offer.
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, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Accelerated bookbuilding process
Commencing today, the Joint Bookrunners will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuild"). The
Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. However, the Joint
Bookrunners will be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, after consultation
with the Company, determine. No commissions will be paid by Placees
in respect of any participation in the Placing or subscription for
Placing Shares.
A bid in the Bookbuild will be made on these Terms and
Conditions which are attached to the Announcement and will be
legally binding on the Placee on behalf of which it is made.
The book will open with immediate effect. The final number of
Placing Shares to be issued pursuant to the Placing will be agreed
by the Joint Bookrunners and the Company at the close of the
Bookbuild, and the result of the Placing will be announced as soon
as practicable thereafter. The timing for the close of the
Bookbuild and the allocation of the Placing Shares shall be at the
absolute discretion of the Joint Bookrunners, in consultation with
the Company. Furthermore, the allocation of the Placing Shares
between First Admission and Second Admission shall be at the
absolute discretion of the Joint Brokers, in consultation with the
Company.
To the fullest extent permissible by law, neither:
(a) the Joint Bookrunners (or either of them);
(b) any of their respective affiliates, agents, advisers,
directors, officers, consultants or employees; nor
(c) to the extent not contained within (a) or (b), any person
connected with either of the Joint Bookrunners as defined in the
FSMA ((b) and (c) being together "affiliates" and individually an
"affiliate" of the relevant Joint Bookrunner),
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither of the Joint Bookrunners nor any of their respective
affiliates shall have any liability (including, to the extent
legally permissible, any fiduciary duties), in respect of their
conduct of the Bookbuild or of such alternative method of effecting
the Placing as the Joint Bookrunners may determine.
By participating in the Placing (such participation up to an
agreed maximum level to be confirmed in and evidenced by either (i)
a recorded telephone call or (ii) email correspondence, in either
case between representatives of the Joint Bookrunner to whom the
Placee's commitment is given ("Relevant Joint Bookrunner") and the
relevant Placee (a "Recorded Commitment"), each Placee will be
deemed to have read and understood the Announcement and these Terms
and Conditions in their entirety, to be participating and acquiring
Placing Shares on these Terms and Conditions 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) severally to the Company and each of the Joint Bookrunners
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 the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(d) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(e) 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 have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than 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; and
3. in the case of a Relevant Person in a member state of the EEA
(each, a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of the Joint Bookrunners has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons;
4. 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;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and
agrees to comply with the resale and transfer restrictions set out
in these Terms and Conditions; and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the 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 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 these Terms and Conditions (the "Publicly
Available Information") and subject to any further terms set forth
in writing in any contract note sent 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
Joint Bookrunners or the Company or any other person and none of
the Joint Bookrunners, 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 or these Terms and Conditions to be legal, tax,
business or other advice. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Application for admission to trading
Application(s) will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that First Admission will take place on the First
Admission Date and that dealings in the Firm Placing Shares on AIM
will commence at the same time.
It is expected that Second Admission will take place on the
Second Admission Date and that dealings in the Conditional Placing
Shares on AIM will commence at the same time.
Principal terms of the Placing
Zeus is acting as nominated adviser and joint broker to the
Placing, as agent for and on behalf of the Company.
Cavendish is acting as joint broker to the Placing, as agent for
and on behalf of the Company.
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited by
either of the Joint Bookrunners to participate. The Joint
Bookrunners and any of their respective affiliates are entitled to
participate in the Placing as principal.
Each Placee will confirm the maximum number of Placing Shares it
is willing to acquire in a Recorded Commitment. Once they have made
a Recorded Commitment, each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to the Relevant
Joint Bookrunner (as agent for the Company), to subscribe and pay
for, at the Issue Price, the number of Placing Shares allocated to
it, up to the agreed maximum.
Each Placee's allocation (and whether such Placee participates
in the Placing) will be determined by the Joint Bookrunners in
their discretion following consultation with the Company and will
be confirmed by the Relevant Joint Bookrunner either orally or in
writing via a contract note or trade confirmation after the
Recorded Commitment has taken place.
Each Placee's commitment will be confirmed in and evidenced by a
Recorded Commitment. These Terms and Conditions will be deemed
incorporated into each contract which is entered into by way of a
Recorded Commitment 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 Commitment and, except with the Relevant
Joint Bookrunner's prior written consent, will not be capable of
variation or revocation after such time. A contract note or trade
confirmation confirming each Placee's allocation of Placing Shares
will be sent to them following the Recorded Commitment and the
allocation process. These Terms and Conditions shall be deemed
incorporated into any such contract note or trade confirmation.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Relevant Joint Bookrunner (as agent
for the Company), to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Issue Price and the
number of Placing Shares allocated to such Placee (subject always
to such Placee's agreed maximum).
The Joint Bookrunners reserve the right to scale back the number
of Placing Shares to be subscribed by any Placee in the event that
the Placing is oversubscribed and the allocation of the Placing
Shares between First Admission and Second Admission shall be at
their absolute discretion, in consultation with the Company. The
Joint Bookrunners also reserve the right not to accept offers to
subscribe for Placing Shares or to accept such offers in part
rather than in whole. The acceptance and, if applicable, scaling
back of offers shall be at the absolute discretion of the Joint
Bookrunners.
Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners (or either
of them) 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.
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".
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".
By participating in the Placing, each Placee agrees 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.
Registration and settlement
By participating in the Placing, 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 Joint
Bookrunner in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
the Relevant Joint Bookrunner.
Settlement of transactions in the Firm Placing Shares following
First Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be on a delivery
versus payment basis ("DVP") unless otherwise notified by the
Relevant Joint Bookrunner and is expected to occur on the First
Settlement Date.
Settlement of transactions in the Conditional Placing Shares
following Second Admission will take place within the CREST system,
subject to certain exceptions. Settlement through CREST will be on
a DVP basis unless otherwise notified by the Relevant Joint
Bookrunner and is expected to occur on the Second Settlement
Date.
In the event of any difficulties or delays in the admission of
any Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares (or any of them) should be issued in certificated
form. Each of the Joint Bookrunners reserves the right to require
settlement for any of the Placing Shares, and to deliver any of the
Placing Shares to any Placees, by such other means as it deems
necessary if delivery or settlement to any Placee 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
Relevant Joint Bookrunner.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Relevant Joint Bookrunner may sell any or
all of their Placing Shares on their behalf and retain from the
proceeds, for the Relevant Joint Bookrunner's own account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the Issue 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, any
relevant contract note or trade confirmation is copied and
delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to United Kingdom stamp
duty or stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Furthermore, the Conditional Placing is conditional upon the
Resolutions being passed at the General Meeting without
amendment.
The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Firm Placing Shares and the
Subscription Shares are, and the Firm Placing is, conditional upon,
inter alia:
(a) the warranties and undertakings contained in the Placing
Agreement ("Warranties") being true, accurate and not misleading
when made on the date of the Placing Agreement and at all times up
to First Admission by reference to the facts and circumstances
subsisting at that time;
(b) the Company having fully performed its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to First Admission;
(c) neither of the Joint Bookrunners having exercised their
right to terminate the Placing Agreement; and
(d) First Admission having occurred on or before 8:00 a.m. on the First Admission Date.
The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Conditional Placing Shares and the Open
Offer Shares are, and the Conditional Placing is, conditional upon,
inter alia:
(a) First Admission having occurred not later than 8.00 a.m. on the First Admission Date;
(b) the Circular and a form of proxy having been sent to
Shareholders by no later than 15 November 2023 in accordance with
the Company's articles of association;
(c) the Resolutions being passed at the General Meeting without amendment;
(d) the Loan Facility agreement having been duly executed by all
the parties to it and the Capital Expenditure Facility being
unconditionally available for draw-down by the Company;
(e) the Warranties being true, accurate and not misleading when
made on the date of the Placing Agreement and at all times up to
Second Admission by reference to the facts and circumstances
subsisting at that time;
(f) the Company having fully performed its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Second Admission;
(g) neither of the Joint Bookrunners having exercised their
right to terminate the Placing Agreement with regard to the
Conditional Placing; and
(h) Second Admission having occurred on or before 8:00 a.m. on the Second Admission Date;
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement in respect of the Firm Placing
Shares, the Subscription Shares, the Conditional Placing Shares and
the Open Offer Shares 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
Joint Bookrunners may agree), or the Placing Agreement is
terminated in accordance with its terms, the Placing (or such part
of it as may then remain to be completed) 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.
The Joint Bookrunners may, in their absolute discretion (but
acting together) 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 (e) above)
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in these Terms and Conditions.
Either of the Joint Bookrunners may terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Neither the Joint Bookrunners nor any of their respective
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 (or any part thereof) nor for any
decision any of them may make as to the satisfaction of any
condition or in respect of the Placing generally (or any part
thereof) and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners.
Termination of the Placing
Save as set out below, either of the Joint Bookrunners may, in
its absolute discretion, by notice to the Company, terminate the
Placing Agreement at any time up to Second Admission if, inter
alia, it is of the opinion, in its absolute discretion, that any of
the following has occurred and it is, as a result of such matter,
inappropriate to proceed with the Placing (or any part of it):
(a) any statement contained in the Circular or 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, inaccurate or misleading or 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 Warranties was untrue, inaccurate or misleading
when made and/or that any of the Warranties has ceased to be true
or accurate or has become misleading at any time prior to
Admission, in each case by reference to the facts and circumstances
subsisting at that time;
(c) the Company has not complied or cannot comply with any of
its obligations under the Placing Agreement or otherwise relating
to the Placing and Admission (to the extent that such obligations
fall to be complied with prior to Admission);
(d) there has occurred any material adverse change in the
financial position or prospects of the Company (or its group on a
consolidated basis); or
(e) there has occurred any change in national or international
financial, monetary, market (including fluctuations in exchange
rates), industrial, economic, legal or political conditions or
there has occurred or been a material worsening of any
international or national crisis, civil unrest, act of terrorism or
outbreak of hostilities which is material in the context of the
Placing.
Once First Admission has occurred, neither of the Joint
Bookrunners will have the right to terminate any of its obligations
under the Placing Agreement with regard to the Firm Placing, but
may at any time up to Second Admission terminate its obligations
under the Placing Agreement as regards the Conditional Placing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Firm Placing as described in these Terms and Conditions shall cease
and terminate at such time and no claim can be made by any Placee
in respect thereof.
If the Placing Agreement is terminated in accordance with its
terms at any time after First Admission but prior to Second
Admission, the rights and obligations of each Placee in respect of
the Conditional Placing as described in these Terms and Conditions
shall cease and terminate at such time and no claim can be made by
any Placee in respect thereof, but for the avoidance of doubt the
rights and obligations of any Placee in respect of the Firm Placing
shall not be capable of termination at any time after First
Admission.
By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or the Joint Bookrunners 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 Joint
Bookrunners (or either of them) or for agreement between the
Company and the Joint Bookrunners (as the case may be) and that
neither the Company nor the Joint Bookrunners need make any
reference to such Placee and that none of the Company, the Joint
Bookrunners 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 agreeing with a Joint Bookrunner (as agent of the Company) to
subscribe for Placing Shares under the Placing, a Placee (and any
person acting on a Placee's behalf) will irrevocably acknowledge
and confirm and warrant and undertake to, and agree with, each of
the Company and the Joint Bookrunners, in each case as a
fundamental term of such Placee's application for Placing Shares
and of the Company's obligation to allot and/or issue any Placing
Shares to it or at its direction, that its rights and obligations
in respect of the Placing (or any part of it) will 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 in any other circumstances.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges,
undertakes, confirms and agrees (for itself and for any such
prospective Placee) that (save where the Relevant Joint Bookrunner
expressly agrees in writing to the contrary):
1. it has read and understood the Announcement and these Terms
and Conditions in their entirety and its acquisition of 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 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 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:
(a) is required under any applicable law; or
(b) has been or will be prepared in connection with the Placing
and, in particular, that the Subscription and Open Offer
referred to in the Announcement and the Circular relating thereto
are separate from the Placing and do not form part of any offer or
agreement concerning the Placing and/or any Placing Shares;
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 and the
Market Abuse Regulation (EU Regulation No. 596/2014 which forms
part of domestic law pursuant to the European Union (Withdrawal)
Act 2018) ("UK MAR")), which includes a description of the nature
of the Company's business and the Company's most recent published
balance sheet and statement of total comprehensive income and that
it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial position
and other aspects of the Company in accepting a participation in
the Placing and neither the Joint Bookrunners 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 and these Terms and
Conditions or the Publicly Available Information; nor has it
requested either of the Joint Bookrunners, 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;
5. neither of the Joint Bookrunners 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 these Terms and
Conditions excludes the liability of any person for any fraudulent
misrepresentation made by that person;
6. the only information on which it is entitled to rely on and
on which it has relied on in committing to acquire the 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 Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on the Announcement and the Publicly
Available Information;
7. neither the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or 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 Announcement, the Circular or the
Publicly Available Information;
8. it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
9. it has not relied on any investigation that either of the
Joint Bookrunners or any person acting on their behalf may have
conducted with respect to the Company, the Placing or the Placing
Shares;
10. the contents of the Announcement, the Circular and the other
Publicly Available Information as well as any information made
available (in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") has been prepared by and is exclusively the
responsibility of the Company and neither the Joint Bookrunners nor
any persons acting on their behalf is responsible for or has or
shall have any liability for any such Information, or for any
representation, warranty or statement relating to the Company
contained therein nor will they be liable for any Placee's decision
to participate in the Placing based on any Information or any
representation, warranty or statement contained therein or
otherwise;
11. 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
Announcement and these Terms and Conditions by the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other Placees or sold at such price as the Relevant
Joint Bookrunner determines;
12. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in 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;
13. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, New Zealand, the Republic of Ireland, 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, the Republic of Ireland, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
14. 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;
15. 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;
16. 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;
17. it will not distribute, forward, transfer or otherwise
transmit the Announcement or these Terms and Conditions and/or the
Circular or any part of them, or any other presentational or other
materials concerning the Placing in or into or from the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
18. none of the Joint Bookrunners, their respective affiliates
and/or 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 Joint Bookrunners and
that the Joint Bookrunners have 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;
19. it will make payment to the Relevant Joint Bookrunner for
the Placing Shares allocated to it in accordance with these Terms
and Conditions on or by the Settlement Date, failing which the
relevant Placing Shares may be placed with others on such terms as
the Relevant Joint Bookrunner determines in its absolute discretion
without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in these
Terms and Conditions) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
20. its Recorded Commitment to acquire Placing Shares will
represent a maximum number of Placing Shares which it may be
required to subscribe for, and that following the allocation
process the Relevant Joint Bookrunner may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
21. no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or either of the Joint Bookrunners 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;
22. 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;
23. neither the Joint Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe the above requirement. Each
Placee and any person acting on behalf of such Placee agrees to
acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to a
CREST stock account of (or nominated by) the Relevant Joint
Bookrunner or transferred to a CREST stock account of the Relevant
Joint Bookrunner who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
24. 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;
25. if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
26. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom 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 UK Prospectus Regulation, or an offer
to the public in any Relevant State within the meaning of the EU
Prospectus Regulation;
27. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that neither the Announcement, these Terms and Conditions
nor the Circular has been or will be approved by the Joint
Bookrunners 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;
28. 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 and UK MAR in respect of anything done in,
from or otherwise involving the United Kingdom);
29. the Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to any person save
in circumstances in which the express prior written consent of the
Relevant Joint Bookrunner has been given to the offer or
resale;
30. if it has received any inside information (for the purposes
of UK 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;
31. neither the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of the Joint Bookrunners
or their respective affiliates, agents, advisers, directors,
officers or employees nor any person acting on behalf of any of
them 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 Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
32. either of the Joint Bookrunners and 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 these Terms and Conditions and/or 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 Joint Bookrunners
and/or any of their respective affiliates acting as an investor for
its or their own account(s). Neither the Joint Bookrunners 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;
33. it:
(a) has complied, and will comply, 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 (in each case
as amended);
(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 33 together, the "Regulations") and if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Relevant Joint Bookrunner such evidence, if
any, as to the identity or location or legal status of any person
which it may request from it in connection with the Placing (for
the purpose of complying with the Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Relevant Joint Bookrunner on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be
acquired by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Relevant Joint Bookrunner
may decide at its sole discretion;
34. in order to ensure compliance with the Regulations, the
Relevant Joint Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to the Relevant Joint Bookrunner or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
the Relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated
form may be delayed at the Relevant Joint Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the Relevant Joint Bookrunner (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either the Relevant Joint
Bookrunner and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
35. its commitment to acquire Placing Shares on the Terms and
Conditions will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or any Joint
Bookrunner's conduct of the Placing;
36. neither of the Joint Bookrunners nor any of their respective
affiliates, agents, advisers, directors, officers or employees
makes any representation in respect of or shall have any
responsibility for the tax treatment that any Placee may receive or
expect in relation to their investment in Placing Shares;
37. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
38. it irrevocably appoints any duly authorised officer of the
Relevant Joint Bookrunner as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares which it agrees to acquire upon these
Terms and Conditions;
39. the Company, the Joint Bookrunners 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 of the Joint Bookrunners on
their own behalf and on behalf of the Company and are
irrevocable;
40. 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 accounts;
41. time is of the essence as regards its obligations under these Terms and Conditions;
42. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Relevant Joint Bookrunner;
43. the Placing Shares will be issued subject to these Terms and Conditions; and
44. these Terms and Conditions and all documents into which
these Terms and Conditions are incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these Terms and Conditions and all agreements to
acquire Placing Shares pursuant to the Placing will be governed by
and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute (contractual or otherwise) or matter arising out of
or in connection with such contract except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with interest chargeable thereon) may be
taken by the Company or the Relevant Joint Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners 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 Placee (and any person
acting on such Placee's behalf) in these Terms and Conditions or
incurred by either of the Joint Bookrunners, the Company or any of
their respective affiliates, agents, directors, officers or
employees arising from the non-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 after 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 related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Joint Bookrunners shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Relevant Joint Bookrunner accordingly. In addition, Placees should
note that they will be liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the United Kingdom
by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares and each Placee, or the Placee's nominee, in respect of whom
(or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that any of the Company and/or the
Joint Bookrunners 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 of the Joint Bookrunners for itself and on behalf of the
Company and are irrevocable.
The Joint Bookrunners are authorised and regulated by the FCA in
the United Kingdom and are acting exclusively for the Company and
no one else in connection with the Placing, and will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their clients or
for providing advice in relation to the Placing or any other
matters referred to in these Terms and Conditions.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do 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.
The provisions of these Terms and Conditions may be varied,
waived or modified as regards specific Placees or on a general
basis by either of the Joint Bookrunners provided always that such
variation, waiver or modification is not materially prejudicial to
the interests of the Company or the other Joint Bookrunner.
In the case of a joint agreement to acquire Placing Shares,
references to a "Placee" in these Terms and Conditions are to each
of such Placees and such joint Placees' liability is joint and
several.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that either of the Joint Bookrunners may
(at its absolute discretion) satisfy its obligations to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
the Relevant Joint Bookrunners on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules: as a consequence this money will not be
segregated from the Relevant Joint Bookrunner'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 the 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.
No statement in the Announcement, these Terms and Conditions or
the Circular is intended to be a profit forecast or estimate, and
no statement in the Announcement, these Terms and Conditions or the
Circular should be interpreted to mean that earnings per share of
the Company for the current or future financial years will
necessarily match or exceed the historical published earnings per
share of the Company.
The price of the Ordinary 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 Ordinary 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 AIM.
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, these Terms and Conditions and/or the
Announcement.
DEFINITIONS
In this Announcement the following terms have the associated
meanings:
"Act" the Companies Act 2006 (as amended)
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules for Companies" means the rules of AIM as set out in
the publication entitled "AIM Rules
for Companies" published by the London
Stock Exchange from time to time
"Announcement" this announcement
"Application Form" the personalised application form that
will be posted with the Circular for
use by Qualifying Shareholders in connection
with the Open offer
"Business Day" a day (excluding Saturdays, Sundays
and statutory holidays) on which banks
are open for business in the City of
London
"Bookbuild" an accelerated process conducted by
the Joint Bookrunners to determine demand
for participation in the Placing by
Placees
"Brembo SGL" Brembo SGL Carbon Ceramic Brakes S.p.A
"Cavendish" means, Cavendish Capital Markets Limited
a company incorporated in England and
Wales with company number 06198898,
authorised and regulated by the FCA,
and for the purpose of trade settlement
in the Placing means, Cavendish Securities
plc a company incorporated in England
and Wales with company number 05210733,
authorised and regulated by the FCA
"Circular" means the explanatory circular to be
issued by the Company to Shareholders
explaining, inter alia, the Fundraising
and incorporating the notice of the
General Meeting
"Company" Surface Transforms Plc, registered in
England and Wales under number 03769702
whose registered office is at Image
Business Park, Acornfield Road, Knowsley
Industrial Park, Liverpool, England,
L33 7UF
"Conditional Placing" means the proposed placing of the Conditional
Placing Shares by the Joint Bookrunners
on behalf of the Company at the Issue
Price
"Conditional Placing Admission" admission of 60,000,000 New Ordinary
Shares pursuant to the Conditional Placing
and the Open Offer to trading on AIM
becoming effective in accordance with
the AIM Rules;
"Conditional Placing Shares" means 60,000,000 Placing Shares, to
be issued by the Company to the Placees
pursuant to the Placing and admitted
to trading on AIM on the Second Admission
Date
"CREST" the computerised settlement system to
facilitate transfer of the title to
an interest in securities in uncertificated
form operated by Euroclear
"Directors" or "Board" the directors of the Company at the
date of this Announcement
"Euroclear" Euroclear UK & International Limited
"EV" means electric vehicles
"Existing Ordinary Shares" the 241,733,233 Ordinary Shares in issue
at the date of this Announcement;
"FCA" Financial Conduct Authority of the UK;
"Firm Placing" means the proposed placing of the Firm
Placing Shares by the Joint Bookrunners
on behalf of the Company at the Issue
Price
"Firm Placing Admission" admission of 20,000,000 New Ordinary
Shares pursuant to the Firm Placing
and Subscription to trading on AIM becoming
effective in accordance with the AIM
Rules;
"Firm Placing Shares" means 18,650,000 Placing Shares, to
be issued by the Company to the Placees
pursuant to the Placing and admitted
to trading on AIM on the First Admission
Date
"Fundraising" means the Placing, the Subscription
and the Open Offer
"General Meeting" means the general meeting of the Company
to be held at the offices of Gateley
Plc, Ship Canal House, 98 King Street,
Manchester, M2 4WU on 18 December 2023
at 11.00 a.m., convened pursuant to
the Notice of General Meeting
"Issue Price" 10 pence per New Ordinary Share
"Joint Bookrunners" Zeus and Cavendish (each a "Joint Bookrunner")
"Loan Facility" the proposed GBP13.0 million capital
expenditure loan facility agreement;
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" together the Placing Shares, Subscription
Shares and the Open Offer Shares
"Notice of General Meeting" the notice of the General Meeting contained
within the Circular
"OEM" original equipment manufacturer
"Open Offer" means the conditional invitation proposed
to be made by the Company to Qualifying
Shareholders to subscribe for the Open
Offer Shares
"Open Offer Shares" means up to 20,000,000 new Ordinary
Shares (subject to the Board's discretion
to increase the size of the Open Offer)
which are to be the subject of the Open
Offer"
"Ordinary Shares" ordinary shares of GBP0.01 each in the
capital of the Company
"Placees" means the persons with whom Placing
Shares are placed pursuant to the Placing
"Placing" means the proposed placing of the Placing
Shares by the Joint Bookrunners on behalf
of the Company at the Issue Price, in
accordance with the Placing Agreement
"Placing Agreement" the conditional placing agreement relating
to the Placing of the Placing Shares
between the Company and the Joint Bookrunners
"Placing Shares" means the 78,650,000 new Ordinary Shares
proposed to be issued by the Company
and offered for subscription to Placees
at the Issue Price as part of the Placing
(including the Firm Placing Shares and
the Conditional Placing Shares, but
excluding the Subscription Shares and
the Open Offer Shares)
"Qualifying Shareholders" Shareholders whose Ordinary Shares are
on the register of members of the Company
at the close of business on the Record
Date with the exclusion (subject to
exemptions) of persons with a registered
address or located or resident outside
the United Kingdom
"Record Date" close of business on 13 November 2023
"Regulation S" Regulation S under the Securities Act
1933, as amended
"Resolutions" the resolutions contained in the Notice
of General Meeting
"Shareholders" holders of Ordinary Shares
"SOP" means start of production
"Subscription" the private subscription at the Issue
Price by (i) David Bundred, (ii) Kevin
Johson, (iii) Isabelle Maddock, (iv)
Matthew Taylor and (v) Julia Woodhouse
directly with the Company for the Subscription
Shares pursuant to the Subscription
Letters
"Subscription Letters" the letters to be entered into between
the Company and each of (i) David Bundred,
(ii) Kevin Johson, (iii) Isabelle Maddock,
(iv) Matthew Taylor and (v) Julia Woodhouse
"Subscription Shares" the 1,350,000 new Ordinary Shares which
are to be issued by the Company pursuant
to the Subscription
"United States or US" the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia
"Zeus" or "Nominated Adviser" means Zeus Capital Limited, a company
incorporated in England and Wales with
company number 04417845, authorised
and regulated by the FCA
[1] Based on management's estimates of sales proceeds from
expected production volumes.
[2] This is based on the directors' expectations and their
understanding of the relevant OEM's production plan and estimated
demand for discs and it takes into account the expected lifetime
revenue from the company's contract with OEM 10 which is
anticipated to be entered into following the company's recent
nomination as OEM 10's tier one supplier of a carbon ceramic brake
discs.
[3] This is based on the directors' expectations, their
understanding of the relevant OEMs production plans and an assumed
disc demand.
[4] Based on management's estimates of sales proceeds from
expected production volumes.
[5] This is based on the directors' expectations and their
understanding of the relevant OEM's production plan and estimated
demand for discs and it takes into account the expected lifetime
revenue from the company's contract with OEM 10 which is
anticipated to be entered into following the company's recent
nomination as OEM 10's tier one supplier of a carbon ceramic brake
discs.
[6] This is based on the directors' expectations, their
understanding of the relevant OEMs production plans and an assumed
disc demand.
[7] Based on management's estimates of sales proceeds from
expected production volumes.
[8] Based on management's estimates of sales proceeds from
expected production volumes.
[9] This is based on the directors' expectations, their
understanding of the relevant OEMs production plans and an assumed
disc demand.
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END
MSCFFFFMDEDSEIF
(END) Dow Jones Newswires
November 13, 2023 11:56 ET (16:56 GMT)
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