TIDMTRU TIDMTRU
RNS Number : 6458D
TruFin PLC
22 June 2023
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION OR STATE IN
WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
22 June 2023
TruFin plc
("TruFin" or the "Company")
Placing and Open Offer to raise up to GBP8m and extension of the
hit franchise: Mortal Shell
The Company today announces it is proposing to raise up to
approximately GBP8m, before expenses, by way of a Placing to raise
GBP7m (the "Placing") and an Open Offer to raise up to
approximately GBP1m (the "Open Offer", together with the Placing,
the "Share Issue") at a price of 65 pence per share (the "Issue
Price").
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this Announcement.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner
in relation to the Placing.
Placing and Open Offer Highlights
-- Proposed Placing of GBP 7m (before expenses) to certain
institutional investors and other existing shareholders at the
Issue Price.
-- Open Offer of up to approximately GBP 1 m (before expenses)
to Qualifying Shareholders at the Issue Price.
-- Issue Price of 65 pence per New Ordinary Share represents a
discount of 4.4 % to the closing mid-market price of the Company's
Existing Ordinary Shares on 21 June 2023, the latest practicable
date prior to this Announcement.
-- The net proceeds of the Placing and Open Offer will be used
to invest in Playstack to secure the Mortal Shell franchise (see
further detail below) and provide working capital to the Company
.
-- Major shareholder, Gresham House Asset Management has
indicated its intention to materially participate in the
Placing.
-- Upon completion of the Placing and the Open Offer, the
12,313,212 New Ordinary Shares would represent approximately 11.6 %
of the Enlarged Share Capital (assuming the Open Offer is
subscribed in full).
-- T he timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of Liberum, in
consultation with the Company. The Placing is not being
underwritten.
-- The final number of Placing Shares will be agreed by Liberum
and the Company at the close of the Bookbuild, and the result will
be announced as soon as practicable thereafter.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
-- Completion of the Placing and Open Offer will be conditional
upon, inter alia, the approval by Shareholders of the resolutions
to be proposed at a general meeting of the Company expected to be
convened and held on 10 July 2023 and Admission occurring.
-- The Company expects to publish a circular (the "Circular") in
connection with the Placing and Open Offer following the successful
closure of the Bookbuild, in order to convene the General Meeting.
Full details of the Open Offer will also be included in the
Circular.
Trading Update
Satago
Satago has hit numerous milestones since Lloyds Bank (the
"Bank") selected it to deliver a new digitised invoice financing
platform for the Bank's UK customers in March 2022. TruFin is also
pleased to announce that the Bank onboarded its first invoice
financing customer onto Satago's platform in June 2023. In
addition, having signed a Package Deal with Sage Group ("Sage") in
October 2022 to include Satago subscriptions within certain Sage 50
packages, this embedded finance proposition is now live and
available to Sage 50 customers. Satago expects to convert more of
its significant and growing client pipeline during 2023. It will
continue to fund technology development and recruit to strengthen
its management team.
To capitalise on its leading market position Satago plans to
raise funding in due course. The TruFin Board remains excited by
its growth trajectory and its potential for significant value
creation.
Q1 2023 revenues increased by more than 250% over the same
period in 2022, to no less than GBP0.5m (unaudited).
Oxygen
Oxygen, the leading early payments programme provider, recorded
its second year of positive EBITDA in the year ended 31 December
2022. In April 2023, TruFin announced that Oxygen had secured early
payment contracts with a further six local authorities during Q1
2023, taking its public sector client count to 54.
Oxygen processes early payments to over 13,000 suppliers,
supporting its local authority clients through improved efficiency
and savings which help protect vital frontline services. Oxygen is
considering several product investment opportunities, developed
from its strategic client relationships, as it continues to
maximise its value for shareholders.
Q1 2023 revenues increased over the same period in 2022 by over
20%, to no less than GBP1.35m (unaudited).
Vertus
Vertus has had a strong start to 2023, writing GBP3.5m of
facilities and making GBP2.4m of advances. Its existing book
remains resilient - it has yet to experience a default - and its
pipeline is strong. Vertus' loan book stood at GBP20.3m as at 30
April 2023. With numerous ways to leverage Vertus' position in its
marketplace the Board is considering how best to capitalise on
value already created by the team.
Q1 2023 revenues increased over the same period in 2022 by more
than 100%, to GBP0.8m (unaudited).
Playstack
Following multiple successful game launches, Playstack has honed
its strategy as a highly focused, technology-enabled games
publisher. From sourcing games through to portfolio and lifecycle
management, Playstack's investment in proprietary technology makes
it uniquely well placed to leverage its position in the market.
Playstack's latest release, Cityscapes: Sim Builder, launched
exclusively on Apple's subscription service, Apple Arcade, in May
2023. Also slated for release in 2023 are: Survivor Go and further
extensions of the Sniper v Thieves franchise, both out in July on
mobile; AK-xolotl a 'top-down, rogue-lite shooter' console game out
in Q3; and The Last Faith, a highly anticipated console game,
during Q4.
Playstack is in discussions with several global technology
platforms as it looks to maximise the value of its back catalogue
and optimise revenue opportunities for future releases.
Following the success of its Mortal Shell game - which generated
revenue of over GBP15m since its launch in 2020 - Playstack has now
entered into an agreement to develop and license Mortal Shell 2 and
Mortal Shell 3, subject to completion of the Share Issue, further
details of which are set out in the Reasons for the Share Issue and
Use of Proceeds section below.
Q1 2023 revenues increased over the same period in 2022 by more
than 9% to no less than GBP0.95m (unaudited). The release schedule
of high quality mobile and console games gives the Board confidence
that H2 2023 will see a marked increase in revenues as Playstack
targets positive EBITDA and operating cash generation in 2023.
Unaudited Trading Update & Cash Position
The Group reports unaudited trading for Q1 2023 as follows:
-- Revenue - GBP3.6m (a 44% increase over the same period in 2022)
-- Unrestricted cash as at 30 April 2023 - not less than GBP2.6m
-- Net assets as at 30 April 2023 - GBP36m , of which GBP18m represents goodwill
Reasons for the Share Issue
With two of the Group's subsidiaries having reached breakeven
and Satago securing two FTSE 100 partners - Lloyds and Sage - the
Group is seeking to maximise Playstack's value and market
positioning as it explores Playstack's strategic options.
Following the critical acclaim and financial success of Mortal
Shell, which launched in 2020 after three years in development,
Playstack has maintained an excellent relationship with Cold
Symmetry, the game's developer. Together they have explored ways to
develop and capitalise on the Mortal Shell franchise. Anticipating
significant demand for Mortal Shell 2, the Company is pleased to
announce that Playstack has signed a Licensing and Publishing
Agreement with Cold Symmetry to develop the next games in the
franchise.
Mortal Shell has a game play of eight to 10 hours and has sold
more than one million units to date. Retailing at $29.99 (before
promotions) Mortal Shell has generated more than GBP15m of gross
revenue for Playstack, including GBP4m in platform deals -
guaranteed income from major technology platforms in exchange for
free content distribution to their subscribers - and net income to
Playstack of GBP6.7m.
Mortal Shell 2 's game play will exceed 30 hours and is expected
to retail between $39.99 and $49.99. Based on the success of Mortal
Shell, during its lifetime Mortal Shell 2 sales are expected to
significantly exceed the one million Mortal Shell units sold.
Mortal Shell had a net game margin greater than 44% and a Return on
Equity in excess of 600%. Mortal Shell 2 is expected to contribute
significantly to Playstack's revenues in the year ending 2026.
Under the terms of the Licensing and Publishing Agreement,
Playstack will fund $10m of Mortal Shell 2's $15m expected
development cost, with $5m funded by Cold Symmetry. Playstack will
fund $5m of its contribution from the Placing proceeds with the
balance expected to be funded by platform deals. Playstack is
targeting revenue of more than GBP35m in 2026, with an EBITDA
margin of 30%.
Importantly, this Licensing and Publishing Agreement deal also
secures Playstack the option to develop and publish Mortal Shell 3
(subject to Mortal Shell 2 achieving a revenue target post
release). Mortal Shell 3, if developed, would be financed from the
revenue generated from Mortal Shell 2.
The Mortal Shell franchise, alongside further franchises
Playstack is looking to secure, will provide Playstack with
significant scale and expand its strategic options.
Participation of Substantial Shareholders
Gresham House Asset Management ("Gresham"), a 12.15% shareholder
in the Company, has indicated its intention to materially
participate in the Placing.
Watrium AS, a 22.99% shareholder in the Company, has also
indicated its intention to materially participate in the
Placing.
As Substantial Shareholders in the Company, Gresham House Asset
Management and Watrium AS are Related Parties of the Company and
its participations are expected to constitute Related Party
Transactions under Rule 13 of the AIM Rules for Companies. Further
information will be set out as required in future
announcements.
Open Offer
In addition, in order to provide Qualifying Shareholders with
the opportunity to participate in the Share Issue, the Company is
providing all Qualifying Shareholders with the opportunity to
subscribe for an aggregate of up to 1,543,982 Open Offer Shares, to
raise up to approximately GBP1 million (before expenses), on the
basis of 1 Open Offer Share for every 61 Existing Ordinary Shares
held on the Record Date, at the Issue Price (the "Open Offer").
Shareholders subscribing for their full entitlement under the Open
Offer may also request additional Open Offer Shares through the
Excess Application Facility.
Use of Proceeds
In order to partially fund Mortal Shell 2 and provide the Group
with additional working capital, the Company is proposing to raise
gross proceeds of up to GBP8m through a Placing of GBP7m and an
Open Offer of up to GBP1m.
The Company intends to use the net proceeds as follows:
-- GBP4m to be invested in Playstack, and used to secure the
Mortal Shell franchise; and
-- the balance of the net proceeds to be used to provide
additional working capital for the Group and allow for incremental
capital allocations to Oxygen and Satago based on ROI
expectations.
Following completion of the Placing and the Open Offer, the
Group expects to have sufficient working capital and cash headroom
to open up numerous strategic options for Playstack.
The Company expects shortly to implement a new Long Term
Incentive Plan scheme (LTIP) for up to 5% of the issued share
capital of the Company (prior to the fundraise). This will further
incentivise key management of TruFin and its portfolio companies. A
management incentive plan is also expected to be implemented in
Playstack.
Enquiries:
TruFin plc
James van den Bergh, Chief Executive Officer 0203 743 1340
Kam Bansil, Investor Relations 07779 229508
Liberum Capital Limited (Nominated Adviser and
Corporate broker)
Chris Clarke
Edward Thomas
Cara Murphy 0203 100 2000
Note:
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the UK version of EU Regulation No. 596/2014 as it forms part of UK
domestic law and as defined in, and by virtue of, the European
Union (Withdrawal) Act 2018 ("UK MAR"). Upon the publication of
this Announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
Announcement on behalf of the Company is Annie Styler, the
Company's compliance officer.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions").
The New Ordinary Shares referred to herein have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and in compliance with the securities laws of
any state or other jurisdiction of the United States. The New
Ordinary Shares are being offered and sold solely outside the
United States in "offshore transactions" as defined in and pursuant
to Regulation S under the Securities Act. No public offering of New
Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or Liberum or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the New Ordinary Shares
or possession or distribution of this Announcement or any other
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129
(together with its delegated and implementing regulations) (the "EU
Prospectus Regulation"), (b) in the United Kingdom, persons who (i)
have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49(2) of the
Order and (ii) are "qualified investors", as defined in Article 2
(e) of the Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation") ("UK Qualified
Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each, a "Relevant Person"). No other person should
act on or rely on this Announcement and persons distributing this
Announcement must satisfy themselves that it is lawful to do so. By
accepting the terms of this announcement, investors represent and
agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by Liberum or any
other person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the UK Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking
statements. Given those risks and uncertainties, prospective
investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the UK
Financial Conduct Authority ("FCA"), the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, are acting for the Company and for no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Liberum or for providing advice in relation to the
Placing, or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company or Liberum or
by their affiliates or their respective agents, directors, officers
and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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, Liberum are
only procuring investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
EXPECTED TIMETABLE OF EVENTS
6.00 p.m. on 21 June
Record Date for the Open Offer 2023
Announcement of the results of the Placing 7.00 a.m. on 23 June
via accelerated bookbuild 2023
8.00 a.m. on 23 June
Ex-entitlement date of the Open Offer 2023
Posting of Circular and Application Forms 23 June 2023
Open Offer Entitlements credited to stock 8.00 a.m. on 26 June
accounts in CREST of Qualifying CREST Shareholders 2023
Recommended latest time for requesting 4.30 p.m. on 3 July
withdrawal of Open Offer Entitlements from 2023
CREST
Latest time for depositing Open Offer Entitlements 3.00 p.m. on 4 July
into CREST 2023
Latest time and date for splitting Application 3.00 p.m. on 5 July
Forms (to satisfy bona fide market claims) 2023
Latest time and date for receipt of Forms 9.00 a.m. on 6 July
of Proxy 2023
Latest time and date for receipt of completed 11.00 a.m. on 7 July
Application Forms and payment in full under 2023
the Open Offer or settlement of relevant
CREST instruction (as appropriate)
Announcement of result of Open Offer 10 July 2023
9.00 a.m. on 10 July
General Meeting 2023
Admission and commencement of dealings 8.00 a.m. on 11 July
in the New Ordinary Shares 2023
Expected date for crediting of New Ordinary 11 July 2023
Shares to CREST stock accounts in uncertificated
form
Despatch of share certificates in respect
of New Ordinary Shares in certificated Within 10 Business
form Days of Admission
Notes
1. All time references in this announcement are to London, UK time.
2. These dates are given on the basis of the Board's current
expectations and are subject to change. If any of the above times
and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a Regulatory
Information Service and will be available on the Company's website
at www.trufin.com.
3. All events in the above timetable scheduled to take place
after the General Meeting are conditional on the approval by
Shareholders of the Resolutions as proposed.
FURTHER DETAILS OF THE PROPOSED PLACING AND OPEN OFFER
The Placing
Liberum, as agent for the Company, has agreed to procure Placees
by way of an accelerated bookbuild process on the terms of the
Placing Agreement. Placees will apply to subscribe for the Placing
Shares on the basis of the Terms and Conditions of the Placing set
out in the Appendix to this Announcement. The Placing is not being
underwritten. The Placing Shares are not subject to clawback and
are not part of the Open Offer.
The Board believes that raising equity finance using the
flexibility provided by a non-pre-emptive placing is the most
appropriate and optimal structure for the Company at this time.
This allows certain existing institutional holders and new
institutional investors the opportunity to participate in the
Placing.
The Placing Agreement contains customary warranties and an
indemnity from the Company in favour of Liberum, together with
provisions which enable Liberum to terminate the Placing Agreement
in certain circumstances, including where there is a material
adverse change affecting the Company or the Group prior to
Admission.
The obligations of Liberum under the Placing Agreement are
conditional, inter alia, upon the Resolutions being passed at the
General Meeting, and Admission of the Placing Shares occurring on
or before 8.00 a.m. on 11 July 2023 (or such later date and/or time
as the Company and Liberum may agree, being no later than 31 July
2023).
The Placing Agreement provides for payment by the Company to
Liberum of customary commissions and expenses.
Open Offer
Subject to the fulfilment of the conditions set out below,
Qualifying Shareholders will be able to subscribe for Open Offer
Shares in proportion to their holding of Existing Ordinary Shares
held on the Record Date. Shareholders subscribing for their full
entitlement under the Open Offer may also request additional Open
Offer Shares as an Excess Entitlement, up to the total number of
Open Offer Shares available to Qualifying Shareholders under the
Open Offer. The Open Offer is not underwritten.
The Open Offer will be conditional, inter alia, on the
following:
-- the Placing Agreement not being terminated prior to Admission
of the Open Offer Shares and having become unconditional in all
respects; and
-- Admission of the Open Offer Shares becoming effective on or
before 8.00 a.m. on 11 July 2023 (or such later date and/or time as
the Company and Liberum may agree, being no later than 31 July
2023).
The allotment and issue of the Open Offer Shares will be
conditional on Admission of the Placing Shares, but the Placing is
not conditional on Admission of the Open Offer Shares; if the
Placing does not complete, then the Open Offer will lapse. However,
if the Open Offer does not complete, then this will not prevent the
Placing from completing.
If these and the other conditions to the Open Offer are not
satisfied or waived (where capable of waiver), the Open Offer will
lapse and will not proceed and any applications made by Qualifying
Shareholders will be rejected. In these circumstances, application
monies received by the Receiving Agent in respect of Open Offer
Shares will be returned (at the Applicant's sole risk), without
payment of interest, as soon as reasonably practicable thereafter.
Lapsing of the Open Offer cannot occur after dealings in the Open
Offer Shares have begun.
Basic Entitlement
Subject to the terms and conditions of the Open Offer, the
Company will invite Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement will be calculated on
the following basis:
1 Open Offer Share for every 61 Existing Ordinary Shares held at
the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares and any fractional entitlements to Open
Offer Shares will be aggregated and made available under the Excess
Application Facility.
Excess Entitlement
Qualifying Shareholders will also be invited to apply for
additional Open Offer Shares (up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open Offer)
as an Excess Entitlement. Any Open Offer Shares not issued to a
Qualifying Shareholder pursuant to their Basic Entitlement will be
apportioned between those Qualifying Shareholders who have applied
for an Excess Entitlement at the sole and absolute discretion of
the Company, provided that no Qualifying Shareholder shall be
required to subscribe for more Open Offer Shares than he or she has
specified on the Application Form or through CREST.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Ordinary Shares in issue at
that time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission of
the Open Offer Shares. The Open Offer is not being
underwritten.
Qualifying Shareholders should note that the Open Offer is not a
"rights issue". Invitations to apply under the Open Offer are not
transferable unless to satisfy bona fide market claims. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Shares not applied for pursuant to
the Open Offer (including under the Excess Application Facility)
will not be sold in the market nor will they be placed for the
benefit of Qualifying Shareholders who do not apply for Open Offer
Shares under the Open Offer (including under the Excess Application
Facility). The Company reserves the right to place, with other
third party investors at the Issue Price, any Open Offer Shares
that are not taken up by Qualifying Shareholders pursuant to the
Open Offer. Any such placement will be agreed between the Company
and Liberum, in which case Liberum would use its reasonable
endeavours to procure such other subscribers pursuant to the
Placing Agreement and such placement will be subject to the terms
and conditions of the Placing as set out in the announcement issued
by the Company in connection with the Share Issue on 23 June
2023.
Overseas Shareholders
Subject to certain exceptions, the Open Offer Shares have not
been and are not intended to be registered or qualified for sale in
any jurisdiction other than the United Kingdom. Accordingly, unless
otherwise determined by the Company and effected by the Company in
a lawful manner, the Application Form will not be sent to
Shareholders with registered addresses in, or who are resident or
located in the United States or any other Open Offer Restricted
Jurisdiction since to do so would require compliance with the
relevant securities laws of that jurisdiction. The Company reserves
the right to treat as invalid any application or purported
application for Open Offer Shares which appears to the Company or
its agents or professional advisers to have been executed, effected
or despatched in a manner which may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents or
professional advisers believe that the same may violate applicable
legal or regulatory requirements or if it provides an address for
delivery of share certificates for Open Offer Shares outside the
UK, or in the case of a credit of Open Offer Shares in CREST, to a
CREST member whose registered address would not be in the UK.
Notwithstanding the foregoing and any other provision of this
document or the Application Form, the Company reserves the right to
permit any Qualifying Shareholder to apply for Open Offer Shares if
the Company, in its sole and absolute discretion, is satisfied that
the transaction in question is exempt from, or not subject to, the
legislation or regulations giving rise to the restrictions in
question.
General
The New Ordinary Shares will represent approximately 11.6 per
cent. of the Company's issued share capital as enlarged by the New
Ordinary Shares (the "Enlarged Share Capital") following Admission
(assuming full subscription under the Open Offer and no further
issues of Ordinary Shares prior to the issue of the New Ordinary
Shares). The New Ordinary Shares will be issued credited as fully
paid and will be identical to and rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive
all future distributions, declared, paid or made in respect of the
Ordinary Shares following the date of Admission.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM subject to the passing of the
Resolutions at the General Meeting. It is expected that Admission
will become effective on 11 July 2023 and that dealings for normal
settlement in the New Ordinary Shares will commence at 8.00 a.m. on
11 July 2023.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission admission of the New Ordinary Shares to trading on AIM becoming effective
in accordance with
the AIM Rules
AIM the AIM market operated by the London Stock Exchange
Application Form means the application form which will accompany the Circular for
Qualifying non-CREST Shareholders
for use in connection with the Open Offer
Basic Entitlement means the pro rata entitlement for Qualifying Shareholders to subscribe
for Open Offer Shares
certificated or in certificated form in relation to a share or other security, a share or other security that
is not in uncertificated
form, that is not in CREST
Company or TruFin TruFin plc, a company incorporated and registered in Jersey with
registered number 125245
CREST the relevant system (as defined in the CREST Regulations) in respect of
which Euroclear is
the operator (as defined in the CREST Regulations)
Enlarged Share Capital the issued share capital of the Company following Admission, as enlarged
by the New Ordinary
Shares
Euroclear Euroclear UK & International Limited, the operator of CREST
Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply
for additional Open
Offer Shares in excess of the Basic Entitlement in accordance with the
terms and conditions
of the Open Offer
Excess Entitlement(s) means the Open Offer Shares for which Qualifying Shareholders may apply
under the Excess Application
Facility in addition to their Basic Entitlement
Existing Ordinary Shares the 94,182,943 Ordinary Shares in issue at the date of this Announcement
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended
General Meeting the general meeting of the Company expected to be convened at the offices
of Travers Smith
LLP, 10 Snow Hill, London EC1A 2AL on 10 July 2023 at 9.00 a.m. at which
the Resolutions will
be proposed, notice of which will be set out in the Circular
Group the Company and its Subsidiaries
Issue Price 65 pence per New Ordinary Share
Jersey Jersey, Channel Islands
Liberum Liberum Capital Limited, the Company's broker and nominated adviser
London Stock Exchange London Stock Exchange plc
New Ordinary Shares means the up to 12,313,212 new Ordinary Shares to be issued pursuant to
the Share Issue
Notice of Meeting the notice of General Meeting to be contained within the Circular
Open Offer means the invitation to Qualifying Shareholders to subscribe for Open
Offer Shares at the
Issue Price on the basis of 1 Open Offer Share for every 61 Existing
Ordinary Shares held
on the Record Date on the terms and subject to the conditions which will
be set out or referred
to in the Circular and, where relevant, in the Application Form
Open Offer Entitlement means an entitlement to apply to subscribe for Open Offer Shares pursuant
to the Basic Entitlement
and the Excess Entitlement
Open Offer Shares means the up to 1,543,982 New Ordinary Shares for which Qualifying
Shareholders are being
invited to apply under the terms of the Open Offer, and including any such
shares which are
not subscribed for under the Open Offer and which the Company places with
investors
Ordinary Shares ordinary shares of GBP0.91 each in the capital of the Company
Overseas Shareholders means Shareholders who are resident in, or who are citizens of, or who
have registered addresses
in, territories other than the United Kingdom
Placee means any person who has agreed to subscribe for Placing Shares pursuant
to the Placing
Placing the conditional placing by the Company of the Placing Shares at the Issue
Price
Placing Agreement the conditional agreement dated 22 June 2023 between the Company and
Liberum in connection
with the Placing, further details of which will be set out in the Circular
Placing Shares 10,769,230 new Ordinary Shares in aggregate conditionally subscribed for
at the Issue Price
in accordance with the terms of the Placing Agreement
Qualifying CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of
members of the Company
at the close of business on the Record Date are in uncertificated form
Qualifying non-CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of
members of the Company
at the close of business on the Record Date are in certificated form
Qualifying Shareholders means holders of Ordinary Shares on the Company's register of members at
the Record Date (other
than certain Overseas Shareholders)
Record Date 6.00 p.m. on 21 June 2023
Registrar Equiniti (Jersey) Limited, the Company's share registrar
Resolutions the resolutions to be proposed at the General Meeting, as set out in the
Notice of Meeting
in the Circular
Securities Act means the United States Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Share Issue the Placing and the Open Offer
stock account means an account within a member account in CREST to which a holding of a
particular share
or other security in CREST is credited
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK MAR the UK version of EU Regulation No. 596/2014 as it forms part of UK
domestic law and as defined
in, and by virtue of, the European Union (Withdrawal) Act 2018
uncertificated or in uncertificated form a share or other security recorded on the relevant register of the share
or security concerned
as being held in uncertificated form in CREST and title to which, by
virtue of the CREST Regulations,
may be transferred by means of CREST
United States or US means the United States of America, its territories and possessions and
any state of the United
States and the District of Columbia
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES)
COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH
ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "EU PROSPECTUS
REGULATION") ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 AS AMED, AS IT FORMS PART OF UK DOMESTIC LAW AND AS
DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED
INVESTORS"), AND (C) TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL
TO COMMUNICATE (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD
ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE
THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE
AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES
NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Persons who are invited to and who have chosen to participate in
the Placing (and any person acting on such person's behalf), by
making an oral or written offer to subscribe for Placing Shares
will be deemed to have read and understood this Announcement,
including this Appendix, in its entirety and to be making such
offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings
contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary within the United Kingdom, 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 or to which the
UK Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of Liberum
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in the United Kingdom
other than UK Qualified Investors, the offer of those Placing
Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons;
3. in the case of any Placing Shares acquired by it as a
financial intermediary within the EEA, 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 any member state of the European Economic
Area or to which the EU Prospectus Regulation otherwise applies
other than EU Qualified Investors or in circumstances in which the
prior consent of Liberum has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than EU 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. (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are purchasing the
Placing Shares in an "offshore transaction" as defined in and
pursuant to Regulation S under the Securities Act ("Regulation S");
(ii) it is aware of the restrictions on the offer and sale of the
Placing Shares pursuant to Regulation S; and (iii) the Placing
Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S;
5. 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 and agreements contained in this Announcement;
6. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix;
7. it acknowledges that the Placing Shares have not been and
will not be registered under the S ecurities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within 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, and that there will be no public
offer of the Placing Shares in the United States; and
8. the Company and Liberum will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
Details of the Placing
Liberum, acting as placing agent, has entered into a placing and
open offer agreement with the Company (the "Placing Agreement")
under which, subject to the conditions set out therein, Liberum has
agreed to use its reasonable endeavours to procure subscribers for
the Placing Shares at the Issue Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission.
Application for admission to trading
Applications will be made to the London Stock Exchange plc
("LSE") for admission of the Placing Shares to be issued pursuant
to the Placing ("Admission") to trading on AIM, a market of that
name operated by LSE ("AIM") in accordance with the AIM Rules for
Companies. It is expected that Admission will become effective and
that dealings in the Placing Shares will commence on AIM at 8.00
a.m. on 11 July 2023, and in any event no later than 31 July
2023.
Bookbuild
Liberum will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Liberum and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing
Liberum is arranging the Placing as agent for and on behalf of
the Company. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by
Liberum. Liberum's agents and their respective affiliates are each
entitled to enter bids in the Bookbuild as principal.
The number of Placing Shares to be issued will be agreed between
Liberum and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Liberum.
Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire at the Issue Price established
by the Company and Liberum. Bids may be scaled down by Liberum on
the basis referred to below.
The Bookbuild is expected to close no later than 7.00 a.m. on 23
June 2023, but may be closed earlier or later at the absolute
discretion of Liberum. Liberum may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of Liberum) to
reduce or seek to increase (subject to the maximum size referred to
in the Announcement) the amount to be raised pursuant to the
Placing.
Liberum will determine in its absolute discretion (in
consultation with the Company) the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee and this will be confirmed orally or in
writing by Liberum as agent of the Company ("Confirmation"). No
element of the Placing will be underwritten. The Confirmation will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to subscribe for
the number of Placing Shares allocated to it at the Issue Price on
the terms and conditions set out in this Appendix (a copy of the
terms and conditions having been provided to the Placee prior to or
at the same time as such Confirmation) and in accordance with the
Company's articles of association. Each prospective Placee's
allocation and commitment will be evidenced by a contract note or
an electronic trade confirmation issued to such Placee by Liberum.
The terms of this Appendix will be deemed incorporated by reference
therein. For the avoidance of doubt, the Confirmation constitutes
each Placee's irrevocable legally binding agreement, subject to the
Placing Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s).
Liberum reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Liberum also reserves the right
not to accept offers for Placing Shares or to accept such offers in
part rather than in whole.
Each Placee will be required to pay to Liberum, on the Company's
behalf, the Issue Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Liberum and the Company.
Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Liberum, 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 such Placee has agreed to subscribe
for. Each Placee will be deemed to have read and understood this
Appendix in its entirety, to be participating in the Placing upon
the terms and conditions contained in this Appendix, and to be
providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix. To the fullest extent permitted by law and
applicable FCA rules (the "FCA Rules"), neither (i) Liberum, (ii)
any of its respective directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with Liberum as defined in the FCA Rules
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability to Placees or to any
person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is 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'.
Completion of the Placing will be subject to the 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 Agreement'. In the event
that the Placing Agreement does not become unconditional in any
respect or is terminated prior to Admission, the Placing will not
proceed and all funds delivered by the Placee to Liberum in respect
of the Placee's participation will be returned to the Placee at the
Placee's risk without interest.
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 otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendices, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendices.
To the fullest extent permissible by law, neither the Company,
nor Liberum nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Liberum nor any of its
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Liberum's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the passing of the Resolutions at the General Meeting or any adjournment thereof;
(b) the Company having complied with all of its material
obligations under the Placing Agreement (to the extent that such
obligations fall to be performed prior to Admission); and
(c) Admission having occurred not later than 8.00 a.m. on 11
July 2023 or such later date as the Company and Liberum may agree,
but in any event not later than 8.00 a.m. on 31 July 2023.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Liberum by the respective time or date where specified, (ii) any of
such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Liberum, at its discretion and upon such terms as it thinks fit,
may waive (where capable of waiver) compliance by the Company with
the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement (including this Appendix).
None of Liberum, the Company or any other person 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 they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Liberum.
Termination of the Placing Agreement
Liberum is entitled at any time before Admission, to terminate
the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company if, amongst
other things:
(a) the Company has failed to comply with any of its obligations
under the Placing Agreement; or
(b) any statement in this Announcement or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing has become or been discovered to be
untrue or inaccurate in any material respect or misleading; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by
reference to the facts and circumstances then existing), untrue or
inaccurate in any material respect or misleading; or
(d) matters have arisen or have been discovered which would, if
this Announcement, or any other document or announcement issued or
published by or on behalf of the Company in connection with the
Placing, were to be issued at that time, constitute a material
inaccuracy or omission therefrom; or
(e) there shall have occurred, happened or come into effect (i)
any outbreak or escalation of hostilities, any attack or act of
terrorism, any declaration of a national emergency or war and any
other calamity or crisis of national or international effect; or
(ii) any suspension or limitation of trading generally on the New
York Stock Exchange or the LSE, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices of securities
have been required, by any of said exchanges or by such system or
by order of any governmental authority, or a material disruption
has occurred in commercial banking or securities settlement or
clearance services in the United States or the United Kingdom; or
(iii) any material adverse change in national or international
financial, monetary, economic, political or market conditions,
which, in each case, in the opinion of Liberum acting in good faith
makes it impractical or inadvisable to proceed with the
Placing.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement, subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Liberum of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
LSE in relation to the Placing and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, Liberum or any other person and none of Liberum nor the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any
information in this Announcement (including this Appendix) to be
legal, tax or business advice. Each Placee should consult its own
legal adviser, tax adviser and/or business adviser for legal, tax
and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. Liberum reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees by such other means that it deems
necessary, including in certificated form if, in the reasonable
opinion of Liberum, delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Issue Price on the terms and conditions set out or
referred to in the Appendices and subject to the Company's articles
of association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic trade confirmation in accordance with the standing
arrangements in place with Liberum, stating the number of Placing
Shares allocated to it at the Issue Price, the aggregate amount
owed by such Placee to Liberum and settlement instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Liberum. Settlement should be through Liberum
against CREST ID: 7BUAG. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 10 July 2023 and
settlement date of 11 July 2023. Settlement will take place on a
delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account
operated by Liberum as agent for the Company and Liberum will enter
their delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee
against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the Bank of
England's base rate from time to time.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which Liberum lawfully takes on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation is copied and delivered immediately
to the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax. If there are any other
circumstances in which any stamp duty or stamp duty reserve tax
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither
Liberum nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf)
acknowledges, undertakes, represents, warrants and agrees (as the
case may be) that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the Placing
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein;
2. it has received this Announcement solely for its use and has
not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the
Placing (including any electronic copies thereof);
3. no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
4. its participation in the Placing shall also be subject to the
provisions of the Placing Agreement and the memorandum and articles
of association of the Company in force both before and immediately
after Admission;
5. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the New Ordinary Shares are admitted
to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of AIM (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access
such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty, and (iii) it has had access to such financial and other
information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
6. neither Liberum, the Company nor any of their respective
affiliates, agents, directors, officers, employees or 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
other than the information included in this Announcement; nor has
it requested any of Liberum, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
7. the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither
Liberum, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any Publicly Available Information (including the Exchange
Information), such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Liberum
or the Company or their respective affiliates and neither Liberum
nor the Company nor their respective affiliates will be liable for
any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
8. to the extent it has received any inside information (for the
purposes of the UK Market Abuse Regulation (the UK version of EU
Regulation No. 596/2014 as it forms part of UK domestic law and as
defined in, and by virtue of, the European Union (Withdrawal) Act
2018, as amended ("UK MAR")) and section 56 of the Criminal Justice
Act 1993) in relation to the Company and its securities, 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
inside information to any person, prior to the information being
made publicly available;
9. neither Liberum nor any person acting on its behalf nor any
of their respective affiliates has or shall have any liability for
any Publicly Available Information (including any Exchange
Information), or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
10. it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering Regulations 2007, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (the "Regulations") and any related
or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA 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;
11. if it is a financial intermediary within the United Kingdom,
as that term is used in Article 5(1) of the UK Prospectus
Regulation, the Placing Shares subscribed for by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in the United Kingdom or to which the UK Prospectus
Regulation otherwise applies other than to UK Qualified Investors,
or in circumstances in which the prior consent of Liberum has been
given to the proposed offer or resale;
12. if it is a financial intermediary within the EEA, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the
Placing Shares subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
member state of the European Economic Area or to which the EU
Prospectus Regulation otherwise applies other than to EU Qualified
Investors, or in circumstances in which the prior consent of
Liberum has been given to the proposed offer or resale;
13. 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;
14. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the
European Economic Area within the meaning of the EU Prospectus
Regulation (including any relevant implementing measure in any
member state);
15. it has only communicated or caused to be communicated and
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 the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
16. it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
17. if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a
UK Qualified Investor or is a person to whom this Announcement may
otherwise be lawfully communicated;
18. any offer of Placing Shares may only be directed at persons
in member states of the European Economic Area who are EU Qualified
Investors and represents and agrees that, in the EEA, it is such an
EU Qualified Investor;
19. (i) it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to this participation in the Placing (including
executing and delivering all documents necessary for such
participation); (iii) it is and will remain liable to the Company
and/or Liberum for the performance of all of its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations, and that its
subscription of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise; (iv) it has
paid any issue, transfer or other taxes due in connection with its
participation in any territory; and (v) it has not taken any action
which will or may result in the Company, Liberum or any of their
affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing. Each Placee agrees that the provisions
of this paragraph 19 shall survive the resale of the Placing Shares
by or on behalf of any person for whom it is acting;
20. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa and that
the Placing Shares have not been and will not be registered under
the Securities Act or with any securities regulatory authority of
any state or jurisdiction of the United States, or the relevant
Australian, Canadian, Japanese, New Zealand or South African
securities legislation and therefore the Placing Shares may not be
offered, sold, transferred or delivered directly or indirectly into
the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa or their respective territories and
possessions, except subject to limited exemptions;
21. it has complied with all relevant laws and regulations of
all relevant territories, obtained all requisite governmental or
other consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in Liberum, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
22. its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation
to prepare or file a prospectus or similar document or any other
report with respect to such purchase; (ii) any disclosure or
reporting obligation of the Company; or (iii) any registration or
other obligation on the part of the Company;
23. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other subscribers or
sold as Liberum may in its discretion determine and it will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the Issue Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties
due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
24. none of Liberum nor any of its affiliates, 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 and that
participation in the Placing is on the basis that it is not and
will not be a client of Liberum for the purposes of the Placing and
that Liberum has no duties or responsibilities to it for providing
the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
25. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Liberum nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and Liberum in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock account of Liberum who will hold them
as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
26. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Liberum 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;
27. the rights and remedies of the Company and Liberum under the
terms and conditions in this Announcement are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others;
28. it agrees to indemnify on an after tax basis and hold the
Company and Liberum and their respective affiliates 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 in the Appendices and further agrees
that the provisions of the Appendices shall survive after
completion of the Placing;
29. it will acquire any Placing Shares subscribed for by it for
its account or for one or more accounts as to each of which it
exercises sole investment discretion and it has full power to make
the acknowledgements, representations and agreements herein on
behalf of each such account;
30. its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in the future be made to the
terms 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 conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and Liberum. The agreement to settle a
Placee's subscription (and/or the subscription of a person for whom
such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to the
subscription by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing 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 Liberum 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 notify Liberum accordingly;
31. no action has been or will be taken by any of the Company,
Liberum or any person acting on behalf of the Company or Liberum
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
32. in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector 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 further confirms
that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
33. it has (i) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems
necessary; (ii) had access to review publicly available information
concerning the Company that it considers necessary or appropriate
and sufficient in making an investment decision; (iii) reviewed
such information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (iv)
made its investment decision based upon its own judgment, due
diligence and analysis and not upon any view expressed or
information provided by or on behalf of Liberum;
34. it may not rely on any investigation that Liberum or any
person acting on its behalf may or may not have conducted with
respect to the Company or the Placing and Liberum has not made any
representation to it, express or implied, with respect to the
merits of the Placing, the subscription for the Placing Shares, or
as to the condition, financial or otherwise, of the Company, or as
to any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been
prepared by Liberum or the Company for the purposes of this
Placing;
35. it will not hold Liberum or any of its affiliates or any
person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") and that neither Liberum nor any person acting on
behalf of Liberum makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
36. the Placee is a person located outside the United States and
is subscribing for Placing Shares only in an "offshore transaction"
as defined in and pursuant to Regulation S;
37. the Placee is not acquiring Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S;
38. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given;
39. it has complied and will comply with all applicable
provisions of the Companies (Jersey) Law 1991 with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, Jersey; and
40. the foregoing representations, warranties and confirmations
are given for the benefit of the Company and Liberum and are
irrevocable. The Company, Liberum and their respective affiliates,
agents, directors, officers and employees and others will rely upon
the truth and accuracy of the foregoing acknowledgements,
representations, warranties and agreements and it agrees that if
any of the acknowledgements, representations, warranties and
agreements made in connection with its acquiring of Placing Shares
is no longer accurate, it shall promptly notify the Company and
Liberum. It irrevocably authorises Liberum and the Company to
produce this Announcement pursuant to, in connection with, or as
may be required by, any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set out herein.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Liberum will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, Liberum and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings.
In addition, Placees should note that they will be liable for
any 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 subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares. Each Placee agrees to indemnify on an
after-tax basis and hold harmless the Company, Liberum and their
respective affiliates, agents, directors, officers and employees
from any and all interest, fines or penalties in relation to any
such duties or taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Liberum accordingly.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum, any money held in an account with Liberum 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 rules and regulations of the FCA made under the FSMA. The
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 Liberum money in accordance
with the client money rules and will be used by Liberum in the
course of its own business; and the Placee will rank only as a
general creditor of Liberum.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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IOENKBBNPBKDOAB
(END) Dow Jones Newswires
June 22, 2023 11:45 ET (15:45 GMT)
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