TIDMVLE
RNS Number : 6922D
Volvere PLC
30 October 2020
THIS ANNOUNCEMENT (TOGETHER WITH THE APPIX, THE "ANNOUNCEMENT")
AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
30 October 2020
Volvere plc
("Volvere" or the "Group")
Proposed Placing of Treasury Shares
Volvere plc (AIM: VLE.L), the growth and turnaround investment
company, is pleased to announce a placing of up to 740,740 ordinary
shares of GBP0.0000001 each in the Company currently held in
treasury (the "Treasury Shares") (the "Placing"). The Placing will
be priced at 1,350 pence per Treasury Share (the "Placing Price")
being the closing mid-price on 29 October 2020 . The Placing will
raise GBP10.0 million for the Company.
As part of the Placing, there will be an offer made by the
Company on the PrimaryBid platform of treasury shares at the
Placing Price (together with the Treasury Shares, the " Placing
Shares " ) to provide retail investors with an opportunity to
participate in the equity fundraising alongside institutional
investors (the "Retail Offer"). A separate announcement will be
made shortly regarding the Retail Offer and its terms.
Canaccord Genuity Limited ("Canaccord Genuity") is acting as
Broker and Alternative Capital Investments Limited ("AltCap") is
acting as Financial Adviser in respect of the Placing.
The Placing will be conducted by means of an accelerated
bookbuild to institutional investors, which will be launched
immediately following this Announcement. The final number of
Treasury Shares and the price at which the Treasury Shares are to
be placed will be agreed by Canaccord Genuity and Volvere at the
close of the bookbuild process, and the results of the Placing will
be announced as soon as practicable thereafter. The timing for the
close of the bookbuild process shall be at the absolute discretion
of Canaccord Genuity .
The Placing is being made on the basis of the terms and
conditions set out in the Appendix below.
Use of Proceeds of the Placing
The Company will apply the proceeds of the placing in
furtherance of the Company's investing strategy.
The Company's investing strategy is to invest in, or acquire:
quoted companies where, in the Directors' opinion, the market
capitalisation does not reflect the value of the assets; any
company that is in distress but offers the possibility of a
turnaround; and any company that fits strategically with an
existing portfolio investment.
The Company may also invest in quoted or unquoted start-up,
early or development-stage companies in sectors where the Directors
have experience of investing or where they have identified
management teams with experience in those areas.
The Company may invest in any company (or similar structure) or
third party fund on a short or long-term basis, where the Directors
have experience of investing, especially where such investment is
similar or complementary to an existing or past investment of the
Company.
The Company may also create and invest in fund vehicles owned,
managed or controlled by the Company, including where there is the
possibility of raising third party investment; and invest in third
party funds where the investment strategy of those funds is in the
Directors' opinion similar to that of the Company, and specifically
including funds that invest in distressed debt and equity, or that
invest in derivative securities of distressed debt or equity.
The Company has a preference for active rather than passive
investing and for holding a small number of investments, including
a single investment, and does not necessarily seek to diversify
risk across a wide range of investments, unless this can be
achieved without affecting the Company's active investment style.
The Company's preference is to make investments in the UK and
Continental Europe.
The full investing strategy is available on the Company's
website here:
http://www.volvere.co.uk/investor-relations/investing-strategy.aspx
The Directors believe the current business environment will lead
to an increase in distressed and turnaround opportunities available
to the Group, specifically due to the impact of Covid-19 and Brexit
in the UK.
Management Incentive and Related Party Opinion
The services of Jonathan Lander and Nick Lander, the executive
directors of the Company ("Executive Directors"), are provided
under the terms of a secondment agreement (the "Secondment
Agreement") with D2L Partners LLP ("D2L"), which is owned and
controlled by them. On completion of the Placing, the terms of the
Secondment Agreement will be varied whereby the percentage of net
assets of the Company or aggregate capital raised by the Company,
whichever is greater, payable each year to D2L will be reduced from
2.5% to 1.25%, subject to a minimum annual fee of GBP650,000
(increased from GBP528,044). In addition, for the period 1 November
2020 to 31 December 2023 Volvere shall not serve notice of
termination of the Secondment Agreement except with the consent of
D2L. It is also intended that, in place of the cash bonuses
historically paid to the Executive Directors when investments are
sold, for future investments they will be granted a 10% carried
interest in each new investment made by the Company.
The variation of the Secondment Agreement is considered to be a
related party transaction pursuant to Rule 13 of the AIM Rules for
Companies. David Buchler, the sole independent director and
Chairman of the Remuneration Committee, considers, having consulted
with the Company's nominated adviser, Cairn Financial Advisers LLP,
that the terms of the variation of the Secondment Agreement are
fair and reasonable insofar as the Company's shareholders are
concerned.
Appointment of Broker
Volvere has appointed Canaccord Genuity as joint broker with
immediate effect.
For further information:
Volvere plc Tel: +44 (0) 20 7634
Jonathan Lander, CEO 9707
www.volvere.co.uk
Canaccord Genuity Limited Tel: + 44 (0) 20 7523
(Joint Broker and Sole Bookrunner) 8000
Bobbie Hilliam/Alex Aylen/Georgina
McCooke
Alternative Capital Investments Limited Tel: +44(0) 20 7399
(Financial Adviser) 3590
Gianpaolo Pera/Charlie Daniel/Gareth
Thomas
Cairn Financial Advisers LLP Tel: +44 (0) 20 7213
(Nomad) 0880
Sandy Jamieson/James Lewis
Hobart Capital Markets LLP Tel: +44 (0) 20 7070
(Joint Broker) 5691
Lee Richardson
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
The person responsible for arranging the release of this
information is Jonathan Lander, Chief Executive Officer of the
Company.
IMPORTANT INFORMATION
This Announcement contains (or may contain) statements that are,
or may be deemed to be, "forward-looking statements". These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this Announcement and include
statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the industries in which the Group operates. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows, return on capital and operating margins of the Group;
the anticipated investments and capital expenditures of the Group;
changing business or other market conditions; changes in political
or tax regimes, exchange rates and clients; and general economic
conditions. These and other factors could adversely affect the
outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this Announcement
based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules for
Companies or other applicable legislation or regulation, neither
the Company nor the Broker undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
No statement in this Announcement or incorporated by reference
into this Announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for the Company.
Certain data in this Announcement, including financial,
statistical and operating information, has been rounded.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Canaccord Genuity, which is a member of the London Stock
Exchange, is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting as broker for the
purposes of the AIM Rules for Companies. Alternative Capital
Investments is authorised and regulated in the United Kingdom by
the Financial Conduct Authority and is acting as financial adviser.
The Broker is acting exclusively for the Company in connection with
the matters referred to in this Announcement and for no-one else
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor
for providing any advice in relation to the contents of this
Announcement or any transaction, arrangement or matter referred to
herein.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Broker or by any of their respective affiliates or agents 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 therefore is expressly disclaimed.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Broker that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Broker to
inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
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 Announcement is released by the Company and contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the Placing raising GBP10.0 million and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE BROKER, "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B)
IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). 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 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. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THE APPICES) COMES ARE REQUIRED BY THE COMPANY AND THE
BROKER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
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 Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Broker
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
the Broker confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Broker will commence a
bookbuilding process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
Canaccord Genuity are acting as Broker and Sole Bookrunner in
connection with the Placing. Canaccord Genuity have entered an
agreement with the Company (the "Placing Agreement") under which,
subject to the conditions set out therein, Canaccord Genuity will
agree to use its reasonable endeavours to procure Placees for the
Placing Shares at a price determined following completion of the
Bookbuild and as set out in the Placing Agreement. The Placing is
not being underwritten by the Broker or any other person. The
Placing Price and the final number of Placing Shares will be
decided at the close of the Bookbuild. The timing of the closing of
the book, pricing and allocations are at the discretion of the
Company and the Broker. Details of the Placing Price and the number
of Placing Shares will be announced as soon as practicable after
the close of the Bookbuild.
The Placing Shares have been or will be duly authorised and will
be credited as fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares. The Placing Shares will be free of
any encumbrances, liens or other security interests.
Participation in, and principal terms of, the Placing
1. The Broker is arranging the Placing as an agent of and broker
to the Company. Participation will only be available to persons who
may lawfully be, and are, invited to participate by the Broker. The
Broker and their respective affiliates are entitled to enter bids
as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Broker by all Placees whose bids are
successful. The Placing Price and the aggregate proceeds to be
raised through the Placing will be agreed between the Broker and
the Company following completion of the Bookbuild. The Placing
Price will be announced on a Regulatory Information Service
following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
Broker. Each bid should state the number of Placing Shares which
the prospective Placee wishes to acquire either at the Placing
Price which is ultimately established by the Company and the Broker
or at prices up to a price limit specified in its bid. Bids may be
scaled down by the Broker on the basis referred to in paragraph 7
below.
4. The timing of the closing of the Bookbuild, pricing and
allocations are at the discretion of the Broker and the Company.
The Broker may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed.
5. Each Placee's allocation will be confirmed to Placees orally
or in writing (which can include email) by the Broker following the
close of the Bookbuild, and a trade confirmation or contract note
will be dispatched as soon as possible thereafter. Subject to
paragraph 8 below, the Broker's oral or written confirmation to
such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of such Broker and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents. Except with the Broker's consent,
such commitment will not be capable of variation or revocation.
6. Each Placee's allocation will, unless otherwise agreed
between the Placee and the Broker, be evidenced by a trade
confirmation or contract note issued to each such Placee by the
Broker. The terms and conditions of this Announcement (including
this Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be
legally binding on the Placee on behalf of which it is made and
except with the Broker's consent will not be capable of variation
or revocation from the time at which it is issued.
7. Subject to paragraphs 2 and 3 above, the Broker and Financial
Adviser will, in effecting the Placing, agree with the Company the
identity of the Placees and the basis of allocation of the Placing
Shares and may scale down any bids for this purpose on such basis
as they may determine. The Broker may also, notwithstanding
paragraphs 2 and 3 above and subject to the prior consent of the
Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of the Broker.
8. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an Investor Representation Letter in the form provided to it by
the Broker or its affiliates.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
Broker's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Broker, to pay it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares that such Placee has agreed to acquire. Such
Placees' obligations will be owed to the Broker.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Broker or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver 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".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by the Broker.
14. To the fullest extent permissible by law, none of the
Broker, the Company or any of their respective affiliates shall
have any responsibility or liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, none of the Broker, the Company, or any of their
respective affiliates shall have any responsibility or liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Broker's conduct of the Bookbuild or of such
alternative method of effecting the Placing as the Broker, their
respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Canaccord Genuity's obligations under the Placing Agreement
are conditional on certain conditions, including:
a) the warranties in the Placing Agreement being true and
accurate in all material respects and not misleading in any respect
as of the date of the Placing Agreement and immediately prior to
Completion, and no matter having arisen prior to Completion which
might reasonably be expected to give rise to a claim under the
indemnities in the Placing Agreement ;
b) the publication by the Company of the results of the Placing
through a Regulatory Information Service (the "Completion
Announcement"); and
c) the Company transferring the Placing Shares in accordance with the Placing Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by Canaccord Genuity by the relevant time
or date specified (or such later time or date as the Company and
Canaccord Genuity may agree, being not later than 8.30 a.m. on 27
November 2020)); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Termination of the Placing
Agreement", the Placing will lapse and the Placees' 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 it in respect thereof.
Canaccord Genuity may, at its discretion waive 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
save that the above condition relating to the transfer of the
Placing Shares may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
Canaccord Genuity shall not have any liability to any Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision it 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
Canaccord Genuity.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Canaccord Genuity is entitled to terminate its obligations under
the Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if: (i) any of the conditions
in the Placing Agreement (as summarised above under "Conditions of
the Placing") are not satisfied or (where applicable) waived, or
become incapable of being satisfied in each case by the required
time; (ii) there has been a breach by the Company of any of the
warranties in the Placing Agreement or the Company fails to comply
with any of any of its obligations contained in the Placing
Agreement; (iii) there has been a material adverse change in the
business of the Group or in the financial or trading position or
prospects of the Group or the Company ; (iv) there has been any new
governmental measure in response to the COVID-19 virus since the
date of the Placing Agreement which, in the good faith opinion of
Canaccord Genuity, is likely to seriously and adversely affect the
business of the Group and makes it inadvisable to continue with the
Placing; or (v) there has been a suspension or material limitation
in trading on the London Stock Exchange or a material disruption in
commercial banking or securities settlement or clearance which, in
the good faith opinion of Canaccord Genuity, would be likely to
materially prejudice the success of the Placing.
By participating in the Placing, Placees agree that the exercise
by Canaccord Genuity of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or Canaccord Genuity or for agreement
between the Company and Canaccord Genuity (as the case may be) and
that neither the Company nor Canaccord Genuity need make any
reference to, or consultation with, Placees and that neither they
nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability to Placees whatsoever in
connection with any such exercise.
No Admission Document or Prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the trade confirmation or 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 and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Broker and
the Company that it has neither received nor relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company (other than publicly available information)
or the Broker or their respective Affiliates or any other person
and none of the Broker, the Company, or any of their respective
Affiliates or 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 (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, 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. Neither the Company nor the Broker are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude or limit the liability of
any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0032302688) will take place within the relevant system
administered by Euroclear ("CREST"), using the delivery versus
payment mechanism, subject to certain exceptions. Subject to
certain exceptions, the Broker and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that they deem
necessary if delivery or settlement is not practicable in CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Broker and settlement instructions. It is expected
that such trade confirmation or contract note will be despatched on
or around 30 October 2020 and that this will also be the trade
date.
It is expected that settlement of the Placing Shares will be on
13 November 2020 unless otherwise notified by the Broker or such
later time as may be agreed between the Company and Canaccord
Genuity, not being later than the Long Stop Date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the Broker.
The Company will deliver the Placing Shares to a CREST account
operated by Canaccord Genuity as agent for the Company and
Canaccord Genuity will enter its delivery (DEL) instruction into
the CREST system. Canaccord Genuity will hold any Placing Shares
delivered to this account as nominee for the Placees. 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 LIBOR as
determined by the Broker.
Each Placee agrees that, if it does not comply with these
obligations, the Broker 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 Broker's account and benefit (as agent for
the Company), an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable and shall indemnify the Broker on demand for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) 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 the Broker's such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which the Broker lawfully takes in pursuance of
such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
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 to
as provided below, be so registered free from any liability to UK
stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (and/or any interest, fines or 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 the Broker 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 participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Broker (in their capacity as bookrunner and as placing
agent of the Company in respect of the Placing) and the Company, in
each case as a fundamental term of its application for Placing
Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its purchase of Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with the Bookbuild,
the Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by Canaccord Genuity of any of its rights
or discretions under the Placing Agreement shall be within the
absolute discretion of Canaccord Genuity and Canaccord Genuity need
not have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against Canaccord Genuity or the Company, or any of their
respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
5. that the Ordinary Shares are admitted to trading on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules
(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 has reviewed such Exchange Information and that it is
able to obtain or access such Exchange Information or comparable
information concerning any other publicly traded company without
undue difficulty;
6. that none of the Broker, the Company or any of their
respective Affiliates nor any person acting on behalf of any of
them has provided, and none of them will provide, it with any
material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested the Broker, the
Company, or any of their respective Affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
7. unless otherwise specifically agreed with the Broker, that
they are not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the Placing Shares, and further acknowledges that the Placing
Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document,
prospectus or admission document be cleared or approved in respect
of any of the Placing Shares under the securities legislation of
the United States or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such
action for that purpose is required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that neither the Broker nor any
of their respective Affiliates or any person acting on their behalf
has or shall have any responsibility or liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, 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 any information previously published by or on
behalf of the Company 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 acquire the Placing Shares is contained in this
Announcement and any 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 investigations,
representations, warranties or statements made by the Broker or the
Company and neither the Broker nor the Company 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
and that neither the Broker nor any of their respective Affiliates
have made any representations to it, express or implied, with
respect to the Company, the Bookbuild, the Placing and the Placing
Shares or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in
respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;
9. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Broker,
any of their respective Affiliates or any person acting on the
Broker's or any of their respective Affiliates' behalf and
understands that (i) neither the Broker nor any of their respective
Affiliates nor any person acting on their behalf has or shall have
any liability for public information or any representation; (ii)
neither the Broker, nor any of their respective Affiliates nor any
person acting on their behalf has or shall have any liability for
any additional information that has otherwise been made available
to such Placee, whether at the date of publication, the date of
this document or otherwise; and that (iii) neither the Broker nor
any of their respective Affiliates nor any person acting on their
behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information, whether
at the date of publication, the date of this Announcement or
otherwise;
10. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
11. acknowledges that no action has been or will be taken by the
Company, the Broker or any person acting on behalf of the Company
or the Broker 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;
12. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Broker, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
13. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform 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;
14. that it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and the EU Market Abuse
Regulation and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
and the Money Laundering Sourcebook of the FCA and any related or
similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, the Broker has not received
such satisfactory evidence, the Broker may, in their absolute
discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to the Broker will be
returned without interest to the account of the drawee bank or
CREST account from which they were originally debited;
15. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Broker and the Company for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
16. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
17. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
18. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
19. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the
Placing Shares for each managed account and (b) to make the
acknowledgements, representations, undertakings and agreements
herein on behalf of each such account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 5(2) of the Prospectus Regulation, that the Placing
Shares acquired by it in the Placing will not be acquired for, on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than Qualified Investors or persons in the United
Kingdom other than Relevant Persons, or in circumstances in which
the prior consent of the Broker has been given to the proposed
offer or resale;
22. that it has not offered or sold and, prior to the expiry of
a period of six months following receipt of the Placing Shares,
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to Relevant Persons 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 FSMA;
23. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to receipt of the Placing Shares except to Qualified
Investors 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 EEA within the meaning of the Prospectus
Regulation;
24. that 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;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
26. if it has received any inside information about the Company
in advance of the Placing, it has not: (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal
in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the MAR, prior to
the information being made publicly available;
27. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Broker, any of their Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
28. that 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 against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Broker may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Broker or the
Company may call upon it to acquire a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
30. that neither the Broker, nor any of their respective
Affiliates nor any person acting on their behalf, is making any
recommendations to it, or advising it regarding the suitability or
merits 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 the Broker and that the
Broker does not have any duties or responsibilities to it for
providing the protections afforded to their clients or customers 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 the Broker's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
31. that 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 the Broker, nor the Company nor any of
their respective Affiliates will be responsible for any liability
to stamp duty or stamp duty reserve tax or other similar duties or
taxes (together with any interest or penalties) resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Broker, the
Company and any of their respective Affiliates in respect of the
same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of Canaccord Genuity
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
32. that 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 Broker or the Company 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;
33. that each of the Broker, the Company and their respective
Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and
acknowledgements set forth herein and which are given to the Broker
on their own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises each of the Broker 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 forth herein;
34. that it will indemnify on an after-tax basis and hold each
of the Broker, the Company and their respective Affiliates and any
person acting on their behalf harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the Company and the Broker will rely on the
truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Broker and the Company. All
confirmations, warranties, acknowledgements and undertakings given
by the Placee, pursuant to this Announcement (including this
Appendix) are given to the Broker for itself and on behalf of the
Company and will survive completion of the Placing;
35. that time shall be of the essence as regards obligations
pursuant to this Appendix;
36. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
37. acknowledges that it irrevocably appoints any director of
the Broker as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares agreed to be taken up by it under the
Placing;
38. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
39. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the trade confirmation or
contract note (as the case may be) will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Broker's conduct of the Placing;
40. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) 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
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Broker, (iv) it has had sufficient
time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such
investment and has so conducted its own investigation to the extent
it deems necessary for the purposes of its investigation, and (v)
it will not look to the Company, the Broker, any of their
respective Affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
41. acknowledges and agrees that neither the Broker nor the
Company owes any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
42. understands and agrees that it may not rely on any
investigation that the Broker or any person acting on their behalf
may or may not have conducted with respect to the Company and its
Affiliates or the Placing and the Broker has not made any
representation or warranty to it, express or implied, with respect
to the merits of the Placing, the subscription for or purchase of
the Placing Shares, or as to the condition, financial or otherwise,
of the Company and its Affiliates, or as to any other matter
relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the Placing
Shares. It acknowledges and agrees that no information has been
prepared by, or is the responsibility of, the Broker for the
purposes of this Placing;
43. acknowledges and agrees that it will not hold the Broker or
any of their respective 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 Group or
information made available (whether in written or oral form)
relating to the Group (the "Information") and that neither the
Broker nor any person acting on behalf of the Broker 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;
44. that in connection with the Placing, the Broker and any of
their respective Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may
retain, purchase or sell for its own account such shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or
placed should be read as including any issue, offering or placement
of such shares in the Company to the Broker and any of their
respective Affiliates acting in such capacity. In addition the
Broker may enter into financing arrangements and swaps with
investors in connection with which the Broker may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Broker nor any of their
respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
45. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor 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. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
46. the Placing Shares are being offered and sold by or on
behalf of the Company in offshore transactions (as defined in
Regulation S under the Securities Act) and to certain qualified
institutional buyers (as defined in Rule 144A) in reliance upon
Rule 144A or another exemption from, or transaction not subject to,
the registration requirements under the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the
time the Placing Shares are subscribed for will be either: (i)
outside the United States and subscribing for the Placing Shares in
an offshore transaction as defined in, and in accordance with,
Regulation S under the Securities Act or (ii) a qualified
institutional buyer which has executed and delivered, or will
execute and deliver, and agrees to be bound to the terms of the
Investor Representation Letter in the form provided to it by the
Broker or their respective affiliates;
47. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S); and
48. that the Broker and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. The Broker and their respective affiliates
may provide such services to the Company and/or its affiliates in
the future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as the Broker (for their own benefit
and, where relevant, the benefit of their respective Affiliates and
any person acting on their behalf) and are irrevocable. Each
Placee, and any person acting on behalf of a Placee, acknowledges
that neither the Broker nor the Company owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to transfer 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 transfer to Placees, or such persons as they
nominate as their agents, direct from the Company for the Placing
Shares in question. Neither the Company nor the Broker will be
responsible for any UK stamp duty or UK stamp duty reserve tax
(including any interest and penalties relating thereto) arising in
relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a 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.
Neither the Broker nor the Company are liable to bear any stamp
duty or stamp duty reserve tax or any other similar duties or taxes
("transfer taxes") that arise (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the
acquisition by Placees of Placing Shares) or (ii) on a sale of
Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Broker and/or the Company and their respective Affiliates
harmless from any such transfer taxes, and all interest, fines or
penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Broker or any of their respective
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares. Each Placee
acknowledges and is aware that the Broker and Financial Adviser are
receiving a fee in connection with their respective roles in
respect of the Placing.
When a Placee or person acting on behalf of the Placee is
dealing with the Broker, any money held in an account with the
Broker on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the 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 the Broker's
money in accordance with the client money rules and will be used by
the Broker in the course of its own business; and the Placee will
rank only as a general creditor of the Broker.
All times and dates in this Announcement may be subject to
amendment by the Broker (in their absolute discretion). The Broker
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
No statement in the Completion Announcement or this Announcement
is intended to be a profit forecast or estimate, and no statement
in the Completion Announcement or this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
The rights and remedies of the Broker and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to the
Broker:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Act the Companies Act 2006, as may be amended from time to time;
Affiliate has the meaning given in Rule 501(b) of Regulation D or Rule
405 of the Securities Act;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time to time;
AltCap Alternative Capital Investments Limited;
Announcement means this announcement (including its Appendices);
Board or Directors the board of directors of the Company;
Bookbuild the bookbuilding process to be commenced by the Broker to use reasonable
endeavours to procure
placees for the Placing Shares, as described in this Announcement and
subject to the terms
and conditions set out in this Announcement and the Placing Agreement;
Broker Canaccord Genuity, the Company's broker in relation to the Placing;
Canaccord Genuity Canaccord Genuity Limited;
Company or Volvere Volvere plc;
Completion Announcement the announcement published by the Company confirming the results of the
Placing on a Regulatory
Information Service;
CREST the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations;
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force;
Euroclear Euroclear UK & Ireland Limited, the operator of CREST;
Existing Ordinary Shares the 1,831,182 Ordinary Shares in issue as at the date of this
Announcement, excluding 4,375,892
treasury shares;
FCA the Financial Conduct Authority of the United Kingdom;
FSMA the Financial Services and Markets Act 2000, as may be amended from time
to time;
Group the Company, together with its subsidiaries and subsidiary undertakings;
ISIN International Securities Identification Number;
London Stock Exchange London Stock Exchange plc;
MAR the EU Market Abuse Regulation (2014/596/EU);
Ordinary Shares ordinary shares of GBP 0.0000001 each in the capital of the Company;
Placee any person (including individuals, funds or otherwise) by whom or on whose
behalf a commitment
to acquire Placing Shares has been given;
Placing the conditional placing of the Placing Shares on the terms and subject to
the conditions of
the Placing Agreement;
Placing Agreement the Placing Agreement entered into by the Company and Canaccord Genuity
relating to the Placing;
Placing Price the price payable per Placing Share to be agreed between the Company and
the Broker;
Placing Shares the Treasury Shares to be transferred pursuant to the Placing;
Prospectus Regulation the Prospectus Regulation (EU) 2017/1129;
Regulation S Regulation S promulgated under the Securities Act;
Regulatory Information Service a regulatory information service that is approved by the FCA as meeting
the FCA's Primary
Information Provider criteria and that is on the list of Authorised
Regulatory Information
Service Providers maintained by the FCA;
Securities Act the US Securities Act of 1933, as amended;
subsidiary has the meaning given to that term in the Act;
subsidiary undertaking has the meaning given to that term in the Act;
Treasury Shares the Ordinary Shares held in treasury by the Company, to be
transferred to Placees in connection
with the Placing;
uncertificated or in uncertificated form in respect of a share or other security, where that share or
other security is recorded on
the relevant register of the share or security concerned as
being held in uncertificated form
in CREST and title to which may be transferred by means of
CREST;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland; and
United States or US the United States of America, its territories and possessions
any state of the United States
of America, the District of Columbia and all other areas
subject to its jurisdiction and any
political sub-division thereof.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEPPGMPUUPUPGB
(END) Dow Jones Newswires
October 30, 2020 03:00 ET (07:00 GMT)
Grafico Azioni Volvere (LSE:VLE)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Volvere (LSE:VLE)
Storico
Da Mag 2023 a Mag 2024