TIDMSCPA
RNS Number : 8407M
Scapa Group PLC
14 May 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA (EACH, A "RESTRICTED JURISDICTION") OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY RESTRICTED JURISDICTION OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
For immediate release
14 May 2020
Scapa Group plc
( " Scapa " , " the Company " or " the Group " )
Trading Update, Financing Arrangements and Proposed Placing
Scapa Group plc (AIM: SCPA), the diversified Healthcare and
Industrial company focused on bringing best-in-class innovation,
design and manufacturing solutions to its customers, today issues
an update on trading and management actions during a period of
unprecedented disruption as a result of the COVID-19 pandemic. In
addition, the Group announces it has received credit committee
approval from its lending banks for a new GBP15 million short-term
facility, to sit alongside the Group's existing GBP80 million
Revolving Credit Facility ("RCF"), and for certain temporary
revisions to its covenant arrangements.
The Group also announces its intention to carry out a placing of
new ordinary shares of 5 pence each ("Ordinary Shares") in the
Company (the "Placing Shares"), (the "Placing"). The Placing is
being conducted through an accelerated bookbuild (the "Bookbuild")
which will be launched immediately following release of this
announcement (such announcement and its Appendix together being
this "Announcement"). Numis Securities Limited ("Numis") and Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg") are
acting as Joint Bookrunners (the "Joint Bookrunners") in relation
to the Placing.
In conjunction with the Placing, Heejae Chae, CEO, and
Non-Executive Directors David Blackwood, Brendan McAtamney and Tim
Miller, as well as certain members of the senior management team of
the Company, intend to subscribe for new Ordinary Shares (the
"Subscription Shares") at the Placing Price (as defined below) to
contribute approximately GBP335,000 in aggregate (the
"Subscription").
The Placing Shares and the Subscription Shares will be issued on
a non pre-emptive basis and will together represent up to
approximately 19.99% of the Company's existing issued share
capital.
Key highlights
-- Trading update - The Group is expected to deliver record
revenues for the year ended 31 March 2020, despite the loss of the
ConvaTec contract. Statutory Group revenue increased 2.8% (1.1%
constant FX) to GBP320.6 million.
-- COVID-19 background and management actions - The Group is
currently executing a well-developed COVID-19 action plan focused
on cash management and actions taken to preserve liquidity based on
immediate, short term (<90 days) and medium term (3-6 months)
actions. The Group is expecting a period where revenues will be
substantially impacted, particularly in Q1 FY 2021 and in early Q2
FY 2021, before returning to more normal levels, and in-line with
management's pre-COVID-19 budget, from Q3 FY 2021 onwards.
-- Bank facilities - The Group has received credit committee
approval from its existing banking syndicate for a new GBP15
million short-term facility to sit alongside the Group's existing
GBP80 million RCF, in order to provide additional liquidity, and
for certain temporary revisions to its existing covenant
arrangements.
-- Proposed equity Placing and Subscription - The Group is
proposing to raise up to approximately GBP30 million to strengthen
the Group's balance sheet and provide flexibility to support future
growth initiatives post-COVID-19. The Board consider it prudent to
take action now in order to withstand the adverse financial impact
caused by the disruption as well as to have sufficient resources to
support ongoing operations and to provide flexibility to capitalise
on any potential opportunities in a post-COVID-19 environment.
Trading update
For the financial year ended 31 March 2020 ("FY 2020"), the
Group is expected to deliver record revenues despite the loss of
the ConvaTec contract. Statutory Group revenue increased 2.8% (1.1%
constant FX) to GBP320.6m. Revenues on a continuing basis were flat
with prior year.
Healthcare revenues grew 5.1% on a continuing basis (2.0%
constant FX) for the year. Excluding ConvaTec, Healthcare revenues
grew 29.8% on a continuing basis (26.3% constant FX) with the full
year impact of Systagenix revenues being the main driver.
Industrial revenues were 1.1% below prior year (-1.9% constant FX),
this being primarily the result of adverse macroeconomic
conditions, particularly in the automotive and specialty products
markets.
Trading profit for FY 2020 is expected to be approximately GBP28
million, as announced in the trading update on 12 February 2020.
Adjusted net debt as at 31 March 2020 of GBP54.4 million excludes
the impact of IFRS16 Finance Leases and includes the impact of
deferring GBP2.0 million of payments to the Group's pension
schemes.
As announced on 7 May 2020, the Group expects to announce its
results for FY 2020 on 23 June 2020.
COVID-19 background and management actions
The COVID-19 pandemic has impacted all territories and market
segments in which the Group operates and, as such, all of the
Group's sites are operating under government control measures
enforcing mandatory lockdowns. Despite the ongoing lockdowns, all
of the Group's operations, with the exception of India, are open,
as both the Healthcare and the Industrial businesses have been
classified as essential businesses.
The current restrictions on travel require strong local and
frontline management to respond quickly to a very dynamic
situation. The collaboration and positive relationships with the
Group's employees and their respective representatives have been
essential to the maintenance of our ongoing operations. Scapa has
proactively implemented strict health and safety measures to ensure
that any employee concerns are addressed and the Company is
safeguarding their wellbeing.
The Company is currently executing a well-developed COVID-19
action plan that focuses on immediate, short term (<90 days) and
medium term (3-6 months) actions.
Upon the commencement of the lockdown restrictions, the Group
put in place a series of cash preservation actions. These included
a reduction in the use of contractors within the Group's operations
and minimal capex across the Group. Certain members of the Board
and Executive management team have agreed to a voluntary temporary
pay reduction of 20%, effective from 1 May 2020, and no cash
payments in respect of the executive management bonus scheme are
expected to be paid in respect of this current financial year.
There has also been a deferral of any pay increases.
In addition, the Board has determined that the final dividend,
which would ordinarily be paid in July 2020, should be suspended.
The Group has also agreed with the Pension Scheme Trustee to defer
the bi-annual contributions to the Group's UK defined benefit
pension schemes for a set period of time to create additional
flexibility.
The Group continues to assess government schemes in each
operating jurisdiction that may provide either liquidity or tax
benefits. These include the deferral of Canadian tax payments
(expected to result in a deferral of c. GBP1.1 million) and
reclaiming the French corporate tax payment of EUR200,000 which was
made in March 2020. In addition, the Group is exploring additional
liquidity schemes such as UK furloughing and has commenced
applications to government schemes in France, Italy and the UK. The
Group has been approved in the US under the Payment Protection
Program and has received a government grant of c.$5 million; the
grant is in the form of a loan which will be forgiven if Scapa's US
headcount is not reduced for a period of eight weeks.
Over the medium-term (next 3 - 6 months), management will look
to make further efficiency savings across the Group, including
streamlining the organisational structure and re-aligning the
geographic focus of the Group, re-adjusting the supply chain and
re-engineering production capabilities, reviewing the product
portfolio, reducing and standardising the Group's SKUs and focusing
on e-commerce capabilities.
COVID-19 outlook
The Group has modelled a significant downside scenario ( "
COVID-19 scenario " ) that reflects the on-going and potential
disruption to its business. Scapa is expecting a period where
revenues will be substantially impacted, particularly in Q1 FY 2021
and in early Q2 FY 2021, before returning to more normal levels,
and in-line with management's pre-COVID-19 budget, from Q3 FY 2021
onwards. As described above, the Company is undertaking a number of
cost and cash preservation exercises and is adjusting working
capital in-line with its revised revenue forecasts.
Under the COVID-19 scenario, the Group is expecting to generate
FY 2021 revenue of around GBP272 million, being approximately 80%
of the previously budgeted revenues for the year, generating
approximately half of the trading profit that was originally
forecast in management's FY 2021 pre-COVID-19 budget.
The Board believe a number of further opportunities will arise
in Healthcare. Postponed elective surgeries will be carried out and
the currently reduced healthcare consumer spending should return
towards more normal levels once the current restrictions are
lifted. Many healthcare companies will review their extended supply
chains, particularly in Asia, which should benefit Scapa as those
companies look to on-shore their supply chain. An increase in
technology transfer opportunities is expected as companies look to
streamline their footprints and product portfolios, to minimise
cash expenditure, and to increase o utsourcing in order to leverage
partners' resources. Finally, it is expected that there will be an
increase in M&A opportunities at more attractive valuations
than those experienced recently.
The Industrial portfolio is generally well diversified across
both geographies and different industries and has a resilient and
non-cyclical portfolio of products. In particular, management
believe that COVID-19 will have a minimal impact on its cable
segment, which should continue to be strong.
Similar to Healthcare, the Group believes there are a number of
key areas within Industrial that could help facilitate a strong
trading period post-COVID-19. The r e-opening of retail channels
and an improvement within the auto motive industry will provide a
return in demand . In addition, there is an opportunity to benefit
from on-shoring of Asian supply chains and from e-commerce where
the Group could capture market share from a shift in consumer
behaviour .
The Board therefore believe that revenue and profits will
recover in FY 2022. It is expected that Group revenue will grow by
between 5 and 10 per cent. from the FY 2021 level in FY 2022.
Trading profit is also expected to grow significantly from FY 2021
with a return to double digit margins, driven predominantly by
volume recovery in both businesses, underpinned by the operational
leverage and cost reductions across the Group and on-going
restructuring in Healthcare.
The Board believe that, should revenue recover more slowly than
anticipated, the Company has the necessary levers to protect and
drive earnings through further cost optimisation in both
businesses, a clear contingency plan that can be implemented and
further restructuring, margin improvement and footprint
consolidation.
Update on financing arrangements
As highlighted in its COVID-19 update, released on 27 March
2020, the Group has been exploring necessary contingency plans in
light of recent COVID-19 headwinds, and Scapa today announces it
has received credit committee approval from its existing lenders,
Santander, HSBC and Bank of Ireland (the " Lenders " ), for the
Lenders to provide a GBP15 million short-term facility (the "
Additional Debt Facility " ) to sit alongside the Group's existing
GBP80 million RCF. The Additional Debt Facility is expected to be
available from 1 June 2020 and to have a term of 12 months.
Currently, the Group has two financial covenants on its RCF, the
ratio of adjusted EBITDA to net finance charges must be above 4:1
(the " Existing Interest Cover Covenant " ) and the ratio of total
net debt to adjusted EBITDA must be less than 3:0 (the " Existing
Leverage Covenant " ). Scapa has received credit committee approval
from the Lenders for the Existing Leverage Covenant to be
temporarily suspended. It is proposed that it will not be tested in
September 2020 and will next be tested in March 2021. During the
period from the date of the amendment of the existing RCF and
commencement of the Additional Debt Facility until the later of the
expiry of the Additional Debt Facility and the date on which the
Group returns to compliance with both the Existing Interest Cover
Covenant and the Existing Leverage Covenant, it is expected that
the Existing Interest Cover Covenant will be tested quarterly and
two additional financial covenants will apply (the " New Temporary
Covenant Tests " ). The New Temporary Covenant Tests, which are
tied to the Group's COVID-19 scenario, will apply to both the
existing RCF and the Additional Debt Facility. They comprise a
minimum EBITDA test (which requires EBITDA to be at least 80% of
LTM EBITDA in Q1, Q2 and Q3 FY 2020), and a liquidity test, tested
quarterly (which requires available liquidity to cashflow servicing
obligations in the next quarter to be at least 1.5:1).
Additionally, there is a requirement that capital expenditure does
not exceed 110% of the amount forecast in the COVID-19 scenario.
The Group has strong headroom against these covenants in the
COVID-19 scenario.
The Placing
The Placing Shares will be offered by way of the Bookbuild,
which will be launched immediately following the release of this
Announcement, and the Placing is subject to the terms and
conditions set out in the Appendix to this Announcement. The timing
for the close of the Bookbuild will be determined by Numis,
Berenberg and the Company.
The final number of Placing Shares, and the price at which such
shares will be subscribed (the "Placing Price"), will be agreed by
Numis, Berenberg and the Company at the close of the Bookbuild and
the result (together with details of the number of Subscription
Shares subscribed for) will be announced as soon as practicable
thereafter.
In conjunction with the Placing Heejae Chae, CEO, and
Non-Executive Directors David Blackwood, Brendan McAtamney and Tim
Miller, as well as certain members of the senior management team of
the Company, intend to subscribe for Subscription Shares at the
Placing Price, contributing approximately GBP335,000 in
aggregate.
The net proceeds of the Placing and the Subscription will be
used to strengthen the Group's balance sheet and provide
flexibility to support future growth initiatives post-COVID-19. The
Board consider it prudent to take action now in order to withstand
the adverse financial impact caused by the disruption as well as to
have sufficient resources to support ongoing operations and to p
rovide flexibility to capitalise on any potential opportunities in
a post-COVID-19 environment .
The Subscription Shares will be subscribed on the basis agreed
pursuant to a subscription letter which is intended to be entered
into between the Company and the relevant individuals immediately
following the making of this Announcement, rather than pursuant to
the terms and conditions of the Placing contained in the Appendix
to this Announcement.
Rationale for the Placing
Given the uncertainties around the COVID-19 crisis, the Board
believes the Placing and the Subscription are in the best interests
of all shareholders in order further to strengthen the Group's
balance sheet. The Placing and the Subscription represent a prudent
move that will protect the business in this period of disruption
and provide flexibility to capitalise on any potential
opportunities in a post-COVID-19 environment. The Placing and the
Subscription are also part of a wider range of mitigating actions
that the Group is continuing to take as part of a well-developed
action plan in response to COVID-19.
Taking together the impact of the management cost reduction
initiatives, the Placing, the Subscription and the Additional Debt
Facility, the Group is expecting adjusted net debt of approximately
GBP34 million at the end of FY 2021. Consequently, the Company
projects that, following the Placing and the Subscription, the
Company's FY 2021 Net Debt / EBITDA ratio will be approximately
1.4x, compared to approximately 2.6x without the Placing and the
Subscription.
The Board believes that following the implementation of the
mitigating actions described in this Announcement, the Group will
have sufficient working capital and liquidity in the event of a
prolonged COVID-19-related downside scenario.
Looking ahead, and beyond the current COVID-19 crisis, the Board
believe that, following the Placing and the Subscription, the
strength of its balance sheet will allow the Group to capitalise on
opportunities and provide the Company with a strong financial
position to support its growth.
Details of the Placing and the Subscription
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement.
The Joint Bookrunners will commence the Bookbuild immediately
following the release of this Announcement. The Placing Price will
be determined at the close of the Bookbuild.
The book will open with immediate effect following the release
of this Announcement. The timing of the closing of the book,
pricing and allocations are at the absolute discretion of the Joint
Bookrunners and the Company. Details of the Placing Price and the
numbers of Placing Shares and Subscription Shares will be announced
as soon as practicable after the close of the Bookbuild.
The Placing Shares and the Subscription Shares, when issued,
will be fully paid and will rank pari passu in all respects with
each other and with the existing Ordinary Shares, including,
without limitation, as regards the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
An application will be made for the Placing Shares and the
Subscription Shares to be admitted to trading on AIM ("Admission")
and it is expected that Admission will become effective on or
around 19 May 2020.
The Placing is conditional upon Admission becoming effective not
later than 8.00am on 19 May 2020, or such later time and / or date
as the Company, Numis and Berenberg may agree (being not later than
8.00am on 2 June 2020). The Placing is also conditional upon, among
other things, the placing agreement between the Company and the
Joint Bookrunners (the "Placing Agreement") becoming unconditional
in all respects and not being terminated in accordance with its
terms. The Appendix to this Announcement sets out further
information relating to the terms and conditions of the
Placing.
The Subscription is conditional only upon Admission becoming
effective.
Shareholder consultation
The Company has consulted with the majority of its major
institutional shareholders ahead of the release of this
Announcement. The Board have concluded that the Placing and the
Subscription are in the best interests of shareholders and wider
stakeholders and will promote the long term success of the Company.
This conclusion has been endorsed by that consultation. The Placing
structure minimises cost and time to completion at an important and
unprecedented time for the Company.
Heejae Chae, Group Chief Executive of Scapa, commented:
"We believe there are strong tailwinds emerging in our two
business segments, Healthcare and Industrial, and a strengthened
balance sheet will provide flexibility to fully realise potential
opportunities in a post-COVID-19 environment.
We are confident that both the proposed Placing and debt
re-financing, alongside cost saving initiatives, will enable Scapa
to cement its strong market position, trusted partner status and
ability to quickly support its customers."
This Announcement contains inside information for the purposes
of MAR. In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons who received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this Announcement is being made on
behalf of the Company by Wendy Baker, Company Secretary.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the "Important Notices" section below of
this Announcement and to the detailed terms and conditions of the
Placing set out in the Appendix. By choosing to participate in the
Placing and by making an oral and legally binding offer to acquire
Placing Shares, investors 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 in it, and to be
providing the representations, warranties and acknowledgements
contained in the Appendix.
For further information, please contact:
Scapa Group plc
Heejae Chae - Group Chief Executive +44 (0)161 301
Oskar Zahn - Chief Finance Officer 7430
Numis Securities Limited
(Nominated Adviser, Joint Bookrunner and Joint
Broker) +44 (0) 20 7260
Mark Lander / Freddie Barnfield / Duncan Monteith 1000
Berenberg
(Joint Bookrunner and Joint Broker) +44 (0) 20 3207
Chris Bowman / Toby Flaux / Richard Salmond 7800
FTI Consulting
(Media Relations) +44 (0) 20 3727
Simon Conway / Victoria Foster Mitchell 1000
Important Notices
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.
In particular, 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 into 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 amended (the "Securities Act"), 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.
No action has been taken by the Company, the Joint Bookrunners,
any of their respective affiliates (within the meaning of Rule 405
under the Securities Act) ("Affiliates") or any of their respective
directors, partners (limited or unlimited), officers or employees
or any other person that would permit an offer of the Placing
Shares, or possession or distribution of this Announcement or any
other publicity material relating to such Placing 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 at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation"), (B) if in the United Kingdom, persons who are
qualified investors and 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 fall within the definition of "high net
worth companies, unincorporated associations etc." in Article
49(2)(a) to (d) of the Order and (C) in the United States to a
limited number of "qualified institutional buyers" ("QIBs") as
defined in Rule 144A under the Securities Act (all such persons in
(A), (B) or (C) together being referred to as "Relevant Persons").
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,
you represent and agree that you 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.
The Placing Shares are being offered and sold (a) in the United
States only to QIBs in transactions exempt from the registration
requirements under the Securities Act and (b) outside the United
States in "offshore transactions" within the meaning of, and in
accordance with, Regulation S under the Securities Act. No public
offering of securities is being made in the United States or
elsewhere.
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 Financial Services and
Markets Act 2000, as amended ("FSMA") by, a 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 require approval of the
communication by an authorised person.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
None of the information in this Announcement has been independently
verified or approved by the Joint Bookrunners or their respective
Affiliates.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Group and other statements other than statements of historical fact
("forward-looking statements") which reflect various assumptions
concerning anticipated results taken from the Group's current
business plan or from public sources which may or may not prove to
be correct and 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 can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks,
assumptions and uncertainties and should not be read as guarantees
of future performance or results and will not necessarily be
accurate indications of whether or not such results will be
achieved. As a result, prospective investors should not rely on
such forward-looking statements due to the inherent uncertainty
therein. No representation or warranty is given as to the
completeness or accuracy of the forward-looking statements
contained in this Announcement. Forward-looking statements speak
only as of the date of such statements and, except as required by
the Financial Conduct Authority, the London Stock Exchange, the AIM
Rules for Companies or applicable law, the Company, the Joint
Bookrunners and their respective Affiliates undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. 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 Company.
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 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 or on behalf of the Company, the Joint
Bookrunners or by their respective Affiliates 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.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange's AIM Market.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
subscriber for the Placing Shares will be deemed to have read and
understood this Announcement in its entirety and to be making such
offer to acquire Placing Shares 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.
Numis is authorised and regulated in the United Kingdom by the
FCA. Berenberg is authorised and regulated by the German Federal
Financial Supervising Authority and in the United Kingdom is
subject to limited regulation by the FCA. Each of the Joint
Bookrunners is acting exclusively for the Company and no one else
in connection with the Placing and they will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
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.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT, INCLUDING THE IMPORTANT NOTICES SECTION AND
THIS APPIX (TOGETHER THE "ANNOUNCEMENT"), AND THE INFORMATION IN IT
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE PLACING SHARES IN
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE
UNLAWFUL. IN PARTICULAR THE PLACING SHARES REFERRED TO IN THIS
ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION
UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND, IN EACH
CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. ANY FAILURE TO
COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, TO QUALIFIED
INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; AND (C) IN THE UNITED STATES TO A LIMITED NUMBER OF
"QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT (ALL SUCH PERSONS IN (A), (B) OR (C)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE PLACING SHARES ARE BEING OFFERED AND SOLD (A) IN THE UNITED
STATES ONLY TO QIBS IN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT AND (B) OUTSIDE THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT
PROVE TO BE CORRECT. THESE FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE
TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS",
"INTS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES
AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER
OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE
INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO
THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS
GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT
AS REQUIRED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA"), THE
LONDON STOCK EXCHANGE, THE AIM RULES FOR COMPANIES (THE "AIM
RULES") 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. NO
STATEMENT IN THIS ANNOUNCEMENT IS INTED 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 COMPANY.
In this Appendix, unless the context requires otherwise,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to, and who chooses to, participate in
the Placing and by whom or on whose behalf a commitment to acquire
Placing Shares has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, Joh. Berenberg, Gossler &
Co. KG, London Branch ("Berenberg") or Numis Securities Limited
("Numis" and together with Berenberg the "Joint Bookrunners"), the
Company's nominated adviser, or any of their respective affiliates
(within the meaning of Rule 405 under the Securities Act)
("Affiliates") or any of such persons' directors, partners (limited
or unlimited), officers or employees or any other person as to the
accuracy, completeness or fairness of the information or opinions
contained in this Announcement and no liability whatsoever is
accepted by the Company, the Joint Bookrunners or any of such
persons' Affiliates, partners (limited or unlimited), directors,
officers or employees or any other person for any loss howsoever
arising, directly or indirectly, from any use of such information
or opinions or otherwise arising in connection therewith.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; 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,
Japan or 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, Japan or South Africa or any
other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or South Africa. No public offering of the Placing
Shares is being made in any jurisdiction.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities is made pursuant to
this Announcement in Australia except to a person who is (i) either
a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7)
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No Placing Shares
may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
Persons who are invited to and who choose 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, 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 particular, each such
Placee represents, warrants and acknowledges that:
(a) 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;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 2(D) of the
Prospectus Regulation, it understands the resale and transfer
restrictions set out in this Appendix and any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale in a Member State of the European Economic
Area to Qualified Investors, or in circumstances in which the prior
consent of the Joint Bookrunners has been given to the offer or
resale; and
(c) except for such person confirming their status as a QIB,
having duly executed (or will duly execute) an investor letter to
that effect in the form provided to it and having delivered (or
will deliver) the same to the Joint Bookrunners or their respective
Affiliates (i) it is not within the United States; (ii) it is not
in any jurisdiction in which it is unlawful to make or accept an
offer to acquire the Placing Shares; and (iii) it is not acquiring
the Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any
such Placing Shares into the United States or any other
jurisdiction referred to in (ii) above.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, acknowledgements and
agreements.
No prospectus or admission document will be made available in
connection with the matters contained in this Announcement and no
such prospectus or admission document is required (in accordance
with the Prospectus Regulation or the AIM Rules, respectively) to
be published. All offers of the Placing Shares will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 as amended ("FSMA") does not apply.
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 Joint Bookrunners,
or any of their respective Affiliates, that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction or the possession or distribution of this Announcement
or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. 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. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Persons
into whose possession this Announcement comes are required by the
Joint Bookrunners and the Company to inform themselves about, and
observe, any such restrictions.
Numis is authorised and regulated in the United Kingdom by the
FCA. Berenberg is authorised and regulated by the German Federal
Financial Supervising Authority and in the United Kingdom is
subject to limited regulation by the FCA. Each of the Joint
Bookrunners is acting exclusively for the Company and no one else
in connection with the Placing and they will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
This Announcement is being 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
Joint Bookrunners (apart from the responsibilities or liabilities
that may be imposed by the FSMA or the regulatory regime
established thereunder) or by any of their respective Affiliates or
agents or by any of their respective directors, partners (limited
or unlimited), officers, employees, advisers, representatives or
shareholders (collectively, "Representatives") for the contents of
the information contained in this Announcement, or any other
written or oral information made available to or publicly available
to any interested party or its advisers, or any other statement
made or purported to be made by or on behalf of the Joint
Bookrunners or any of their respective Affiliates or by any of
their respective Representatives in connection with the Company,
the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefore
is expressly disclaimed. Each of the Joint Bookrunners and each of
their respective Affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by the Joint Bookrunners or
any of their respective Affiliates as to the accuracy, fairness,
verification, completeness or sufficiency of the information
contained in this Announcement and nothing in this Announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future.
Neither the content of the Company's website nor the content of
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange.
NOTICE TO PROSPECTIVE INVESTORS IN CANADA
This Announcement constitutes an "exempt offering document" as
defined in and for the purposes of applicable Canadian securities
laws. No prospectus has been filed with any securities commission
or similar regulatory authority in Canada in connection with the
offer and sale of the Placing Shares being offered herein. No
securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon this Announcement or on the
merits of the Placing Shares and any representation to the contrary
is an offence.
Canadian investors are advised that this Announcement has been
prepared in reliance on section 3A.3 of National Instrument 33-105
Underwriting Conflicts ("NI 33-105"). Pursuant to section 3A.3 of
NI 33-105, this Announcement is exempt from the requirement that we
and the bookrunners provide Canadian investors with certain
conflicts of interest disclosure pertaining to "connected issuer"
and/or "related issuer" relationships as would otherwise be
required pursuant to subsection 2.1(1) of NI 33-105.
Resale Restrictions
The offer and sale of the Placing Shares in Canada is being made
on a private placement basis only and is exempt from the
requirement that we prepare and file a prospectus under applicable
Canadian securities laws. Any resale of Placing Shares acquired by
a Canadian investor must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
Representations of Purchasers
Each Canadian purchaser who purchases the Placing Shares will be
deemed to have represented to us, the bookrunners and to each
dealer from whom a purchase confirmation is received, as
applicable, that the purchaser (i) is purchasing as principal, or
is deemed to be purchasing as principal in accordance with
applicable Canadian securities laws, for investment only and not
with a view to resale or redistribution; (ii) is an "accredited
investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in
Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations.
Taxation and Eligibility for Investment
Any discussion of taxation and related matters contained in this
Announcement does not purport to be a comprehensive description of
all of the tax considerations that may be relevant to a Canadian
purchaser when deciding to purchase the Placing Shares and, in
particular, does not address any Canadian tax considerations. No
representation or warranty is hereby made as to the tax
consequences to a resident, or deemed resident, of Canada of an
investment in the Placing Shares or with respect to the eligibility
of the Placing Shares for investment by such investor under
relevant Canadian federal and provincial legislation and
regulations .
Rights of Action for Damages or Rescission
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if the offering memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies
for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights
or consult with a legal advisor.
1. Details of the placing and Subscription
1.1 Berenberg and Numis have today entered into an agreement
with the Company (the "Placing Agreement") under which, subject to
certain conditions, Berenberg and Numis, as agents for and on
behalf of the Company, have severally, and not jointly or jointly
and severally, agreed to use their reasonable endeavours to procure
placees ("Placees") for the Placing Shares at a price to be
determined following completion of the Bookbuilding Process (as
defined below) (the "Placing"). Following the Bookbuilding Process
and the execution of the Term Sheet, each Joint Bookrunner agrees
severally, and not jointly or jointly and severally that, to the
extent that Placees fail to take up the Placing Shares at the
Placing Price (as defined below), it shall, in its Proportionate
Share, take up at the Placing Price, any Placing Shares not so
taken up.
1.2 The Placing Shares and the Subscription Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive dividends and other distributions declared or made after
the date of issue of the Placing Shares. The issue of the Placing
Shares is to be effected by way of a cashbox placing. The allotment
and issue of the Placing Shares will be made by the Company to
Placees in consideration for the transfer to the Company of certain
shares in a Jersey-incorporated subsidiary of the Company.
1.3 The Company has agreed with the Joint Bookrunners to a 120
day lock-up from Admission, subject to certain exceptions.
2. applications for admission to trading
2.1 Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares and the Subscription
Shares on its AIM market (the "Application").
2.2 It is expected that admission of the Placing Shares and the
Subscription Shares to trading on AIM ("Admission") will become
effective on or around 8.00 a.m. on 19 May 2020 and that dealings
in the Placing Shares will commence at that time.
3. participation in, and principal terms of, the Placing
3.1 The Joint Bookrunners are acting as joint bookrunners and
agents for the Company in connection with the Placing, Application
and Admission.
3.2 Commencing today, the Joint Bookrunners are conducting an
accelerated bookbuilding process (the "Bookbuilding Process") to
determine demand for participation in the Placing. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. The Joint Bookrunners will be
entitled to effect the Placing by such alternative method to the
Bookbuilding Process as they may in their sole discretion
determine.
3.3 Participation in the Placing is only available to persons
who may lawfully be, and are, invited to participate in it by the
Joint Bookrunners. Each Joint Bookrunner and its Affiliates are
each entitled to participate in the Placing and the Bookbuilding
Process as principal.
3.4 The Bookbuilding Process is intended to establish a single
price per Placing Share payable to the Joint Bookrunners by all
Placees whose bids are successful (the "Placing Price"). The
Placing Price and the number of Placing Shares to be issued will be
agreed between the Joint Bookrunners and the Company following
completion of the Bookbuilding Process. The Placing Price and the
number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuilding
Process.
3.5 Irrespective of the time at which a Placee's allocation
pursuant to 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."
3.6 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement."
3.7 The Bookbuilding Process is expected to close no later than
6.00 p.m. today, but at the sole discretion of the Joint
Bookrunners the timing of the closing of the books, pricing and
allocations may be accelerated or delayed. The Joint Bookrunners
may, in agreement with the Company, accept bids that are received
after the Bookbuilding Process has closed. The Company reserves the
right (upon agreement with the Joint Bookrunners) to reduce or seek
to increase the amount to be raised pursuant to the Placing in its
absolute discretion.
3.8 Any prospective Placee who has been invited and wishes to
participate in the Bookbuilding Process should communicate their
bid by telephone to their usual sales contact at the relevant Joint
Bookrunner. Each bid should state the number of Placing Shares
which the prospective Placee wishes to acquire at either the
Placing Price which is ultimately established by the Company and
the Joint Bookrunners or at prices up to a price limit specified in
its bid.
3.9 Each of the Joint Bookrunners reserves the right not to
accept bids or to accept bids in part rather than in whole, on the
basis of allocations determined in the Joint Bookrunners' sole
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as they may determine. The
acceptance of the bids shall be at the Joint Bookrunners' absolute
discretion. The Joint Bookrunners may also, notwithstanding
paragraphs 3.7 and 3.8 above, 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 Bookbuilding Process has closed
to any person submitting a bid after that time.
3.10 A bid in the Bookbuilding Process will be made on the terms
and conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of the Joint Bookrunners, will not be capable of variation or
revocation after the time at which it is submitted.
3.11 Each prospective Placee's allocation will be determined by
the Joint Bookrunners in their sole discretion (after consultation
with the Company) and confirmed orally by one of the Joint
Bookrunners following the close of the Bookbuilding Process. That
oral confirmation shall constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to acquire the number of Placing Shares allocated to it at
the Placing Price on the terms and subject to the conditions set
out in this Appendix and in accordance with the Company's articles
of association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its
entirety.
3.12 Each prospective Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by one of the
Joint Bookrunners. The terms of this Appendix will be deemed
incorporated by reference therein.
3.13 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, to pay as principal to that Joint Bookrunner (or as it
may direct) in cleared funds immediately on the settlement date an
amount equal to the product of the Placing Price and such number of
Placing Shares that such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
3.14 By participating in the Placing, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
3.15 To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their Affiliates nor any of the Joint
Bookrunners' directors, partners (limited or unlimited), officers,
employees or consultants shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, neither of the Joint Bookrunners nor any
of their Affiliates nor any of the Joint Bookrunners' directors,
partners (limited or unlimited), officers, employees or consultants
shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company
may determine.
3.16 To the fullest extent permitted by law and applicable FCA
rules, neither (i) Berenberg, (ii) Numis, (iii) any of Berenberg's
or Numis' directors, partners (limited or unlimited), officers,
employees or consultants, or (iv) to the extent not contained with
(i) to (iii), any person connected with Berenberg or Numis as
defined in FSMA, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
person other than the Company in respect of the Placing.
4. Conditions of the placing
4.1 Berenberg's and Numis' obligations under the Placing
Agreement in respect of the Placing Shares are conditional on,
amongst other things:
4.1.1 the warranties given by the Company in the Placing
Agreement being true and accurate and not misleading on and as of
the date of the Placing Agreement, and at all times before
Admission at which such warranties are given, by reference to the
facts and circumstances then subsisting on each such date;
4.1.2 the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement;
4.1.3 the compliance by the Company with certain publication of
announcement obligations (including with respect to this
Announcement) and the delivery by the Company to the Joint
Bookrunners of certain documentation;
4.1.4 the compliance by the Company with all its obligations,
and the satisfaction by the Company of all the conditions which are
to be satisfied by it, under the Placing Agreement or under the
terms and conditions of the Placing, in each case, in all material
respects and to the extent required to be performed or satisfied on
or prior to Admission;
4.1.5 prior to Admission, the Company having been given no
reason to believe that (i) the Lenders will not make available the
New Facilities to the Company on the basis set out in non-legally
binding term sheet agreed with the Lenders, once full form legally
binding documentation in relation to the New Facilities has been
agreed with the Lenders and (ii) the Company will not be able to
satisfy the pre-conditions set out in the term sheet within the
timeframes provided for therein;
4.1.6 in the sole opinion of the Joint Bookrunners (acting
jointly and in good faith), immediately prior to Admission, there
not having been a material adverse change affecting, or development
reasonably likely to involve a prospective material adverse effect
or change to, the Company and the Group (taken as a whole);
4.1.7 such obligations not having been terminated in accordance
with its terms prior to Admission; and
4.1.8 Admission occurring not later than 8.00 a.m. on 19 May
2020 (or such later time and date as the Joint Bookrunners and the
Company may agree being not later than 8.00 a.m. on 2 June
2020).
4.2 If any condition in the Placing Agreement becomes incapable
of being, or is not, fulfilled (save, where applicable, where
waived by the Joint Bookrunners) by the relevant time specified (or
such later time and/or date as the Company and the Joint
Bookrunners may agree), then the Placing Agreement will terminate
in accordance with its terms, 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.
4.3 The Joint Bookrunners may, acting jointly and in good faith,
in their absolute discretion and upon such terms as they think fit,
waive fulfilment by the Company of all or any of any the conditions
in the Placing Agreement, save that conditions Error! Reference
source not found. and Error! Reference source not found. above,
relating to the allotment and issuance of the Placing Shares and
Admission thereof, may not be waived. Any such waiver or extension
of the time and/or date for the satisfaction of any condition to
the Placing will not affect the Placees' commitments as set out in
this Announcement.
4.4 Neither the Joint Bookrunners nor the Company shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision 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 the Company and the
Joint Bookrunners.
5. termination of the placing agreement
5.1 Either Joint Bookrunner may in its absolute discretion, in
accordance with the terms of the Placing Agreement, following
consultation with the Company where such consultation is reasonably
practicable, forthwith at any time prior to Admission, on giving
notice to the Company, terminate the Placing Agreement in certain
circumstances, including, amongst other circumstances, in the case
of a breach of the Company's warranties given to the Joint
Bookrunners in the Placing Agreement, the failure of the Company to
comply with its obligations under the Placing Agreement in any
material respect, a material adverse change in the Group's
condition or prospects which, in the opinion of the relevant Joint
Bookrunner, makes it impractical or inadvisable to proceed with the
Placing or in the case of certain events of force majeure.
5.2 Upon such notice being given, 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.
5.3 By participating in the Placing, Placees agree that the
exercise by either Joint Bookrunner of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners and that they need not
make any reference to Placees and that neither the Joint
Bookrunners nor the Company (or its directors, officers or
employees) shall have any liability to Placees whatsoever in
connection with any such exercise.
6. Lock-up
The Company has undertaken that it shall not between the date of
the Placing Agreement, and the date falling 120 days after
Admission, allot or issue any Ordinary Shares (or any other shares
or securities in the capital of the Company) or issue any options
over Ordinary Shares (or any securities exchangeable for, or
convertible into, Ordinary Shares or other shares or securities in
the capital of the Company) save (i) for the issue of any options
or other interests over the Company's shares pursuant to share
option or incentive schemes of the Company or for the issue of
Ordinary Shares pursuant to the exercise of any options or other
rights under such schemes or (ii) with the prior written consent of
the Joint Bookrunners.
7. No prospectus
7.1 No offering document or prospectus has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement
(including this Appendix) and the Exchange Information (as defined
below), and subject to the further terms set forth in the contract
note to be provided to individual prospective Placees.
7.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or the Joint Bookrunners or any
other person and neither the Joint Bookrunners 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 and
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
8. registration and settlement
8.1 Settlement of transactions in the Placing Shares (ISIN:
GB0007281198) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. The Joint Bookrunners and the
Company reserve the right to require settlement for, and delivery
of, the Placing Shares (or a portion thereof) to Placees in
certificated form if, in the Joint Bookrunners' and the Company's
opinion, delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
8.2 Following close of the Bookbuilding Process, each Placee
allocated Placing Shares in the Placing will be sent a contract
note trade confirmation stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the Joint Bookrunners and settlement instructions.
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 Joint Bookrunners.
8.3 The Company will deliver the Placing Shares to a CREST
account operated by Numis as agent for the Company and Numis will
enter its delivery (DEL) instruction into the CREST system. Numis
will hold any Placing Shares delivered to this account as nominee
for the Placees procured by Numis and as nominee for Berenberg in
respect of the Placees procured by Berenberg. 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.
8.4 It is expected that settlement will take place on 19 May
2020 on a T+3 basis in accordance with the instructions set out in
the contract note.
8.5 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 Numis.
8.6 Each Placee is deemed to agree that, if it does not comply
with these obligations, the Joint Bookrunners may sell any or all
of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for and on behalf of the Joint
Bookrunners' 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 between the
net proceeds of such sale and the placing proceeds of such Placing
Shares and will be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placee's Placing Shares on its
behalf.
8.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
8.8 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 circumstances in which any 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 Joint Bookrunners
nor the Company will be responsible for the payment thereof.
8.9 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
9. representations and warranties
9.1 By submitting a bid and/or participating in the Placing,
each prospective Placee (and any person acting on such prospective
Placee's behalf) irrevocably acknowledges, undertakes, represents,
warrants and agrees (as the case may be) with each Joint Bookrunner
(in its capacity as a joint bookrunner and as agent of the Company,
in each case as a fundamental term of its application for Placing
Shares) that:
9.1.1 it has read and understood this Announcement (including
the Appendix) in its entirety and its acquisition of Placing Shares
is subject to and based on the terms and conditions of the Placing
as referred to and included in this Announcement and undertakes not
to redistribute or duplicate this Announcement;
9.1.2 no offering document or prospectus has been prepared in
connection with the Placing and that it has not received and will
not receive a prospectus or other offering document in connection
with the Bookbuilding Process, the Placing or the Placing
Shares;
9.1.3 the Ordinary Shares are admitted to trading on the AIM
market of the London Stock Exchange, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the London Stock
Exchange and/or the FCA (collectively "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
information or comparable information concerning any other publicly
traded company without undue difficulty;
9.1.4 (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) neither of the Joint Bookrunners, the Company, any of their
respective Affiliates or any person acting on behalf of any of them
has provided, or will provide, it with any material regarding the
Placing Shares in addition to this Announcement; and (iii) it has
not requested Berenberg, Numis or the Company or any of their
respective Affiliates or any person acting on behalf of any of them
to provide it with any such information;
9.1.5 the content of this Announcement is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners nor any of their Affiliates or any person acting on its
or their behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or concurrently
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
9.1.6 the only information on which it has relied in committing
itself to acquire Placing Shares is that contained in this
Announcement and any Exchange Information and that it has not
received or relied on any information given or any representations,
warranties or statements, express or implied, made by Berenberg,
Numis or the Company or any of their Affiliates or any person
acting on behalf of any of them and none of Berenberg, Numis or the
Company, any of their Affiliates or any person acting on behalf of
any of them will be liable for its decision to accept an invitation
to participate in the Placing based on any information,
representation, warranty or statement other than that contained in
this Announcement and any Exchange Information;
9.1.7 it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation 596/2014
concerning the Company in accepting this invitation to participate
in the Placing and is not purchasing Placing Shares on the basis of
any inside information;
9.1.8 it has the funds available to pay for the Placing Shares
it agrees to acquire and acknowledges, agrees and undertakes that
it will pay the total price per Placing Share in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other placees or sold at such price as the Joint Bookrunners
determine;
9.1.9 it: (i) is entitled to acquire the Placing Shares under
the laws of all relevant jurisdictions; (ii) has fully observed
such laws; (iii) has the requisite capacity and authority and is
entitled to enter into and to perform its obligations to acquire
Placing Shares and will honour such obligations; and (iv) has
obtained all necessary consents and authorities (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) to enable it to enter into
the transactions contemplated hereby and to perform its obligations
in relation thereto and, in particular, if it is a pension fund or
investment company it is aware of and acknowledges it is required
to comply with all applicable laws and regulations with respect to
its acquisition of Placing Shares;
9.1.10 unless otherwise specifically agreed with the Joint
Bookrunners, it is not, and any person who it is acting on behalf
of is not, and at the time the Placing Shares are acquired will not
be, a resident of, or with an address in, the United States,
Australia, Canada, Japan or South Africa, and it acknowledges and
agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation
of the United States, Australia, Canada, Japan or South Africa and
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
9.1.11 if in the United Kingdom, it is a person of a kind
described in (i) Article 19(5) (Investment Professionals) and/or
49(2) (high net worth companies etc.) of the Order or another
person to whom this Announcement and any invitation to engage in
investment activity may 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;
9.1.12 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 FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by the Joint
Bookrunners in their capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
9.1.13 it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
9.1.14 if in a Member State of the EEA, it is a Qualified
Investor within the meaning of the Prospectus Regulation;
9.1.15 it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere 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
the United Kingdom or any other member state of the European
Economic Area within the meaning of the Prospectus Regulation;
9.1.16 it has not been engaged to acquire the Placing Shares on
behalf of any other person who is not a Qualified Investor unless
the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
9.1.17 if in the United Kingdom, it is aware of and acknowledges
that it is required to comply and has complied with its obligations
in connection with money laundering under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (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;
9.1.18 if a financial intermediary, as that term is used in
Article 2(D) of the Prospectus Regulation, the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Member State
of the EEA other than Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the proposed offer or resale;
9.1.19 it is aware of the obligations regarding insider dealing
in the Criminal Justice Act 1993 and with all applicable provisions
of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds
of Crime Act 2002 and confirms that it has and will continue to
comply with those obligations;
9.1.20 the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability, including under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services)
and that no instrument under which it acquires Placing Shares
(whether as principal, agent or nominee) would be subject to stamp
duty or the increased rates referred to in those sections and that
it, or the person specified by it for registration as a holder of
Placing Shares, is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment,
issue or delivery of Placing Shares would give rise to such a
liability or in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9.1.21 it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty or
stamp duty reserve tax and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto), if
any, payable by it or any other person on the acquisition by it or
them of any of the Placing Shares or the agreement to acquire the
Placing Shares and acknowledges and agrees that none of Berenberg,
Numis or the Company, any of their respective Affiliates or any
person acting on behalf of them will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement, including as may arise on a
sale of Placing Shares subsequent to their acquisition by it or
them. Each Placee and any person acting on behalf of such Placee
agrees to participate in the Placing, and agrees to indemnify the
Company, Berenberg and Numis on an after -- tax basis in respect of
the same, on the basis that the Placing Shares will be allotted to
the CREST stock account of Numis who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions; neither of the Joint Bookrunners
nor any of their Affiliates or 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 its participation in the Placing is on
the basis that it is not and will not be a client of the Joint
Bookrunners and that neither Joint Bookrunner has duties or
responsibilities to it for providing the protections afforded to
its clients or customers under the rules of the FCA, for providing
advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or 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;
9.1.22 in order to ensure compliance with the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, the Joint Bookrunners (for themselves and
as agent on behalf of the Company) or the Company's registrar may,
in their absolute discretion, require verification of its identity.
Pending the provision to Berenberg's or Numis' or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Berenberg's, Numis' or the Company's registrars absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be retained at Numis' or Berenberg's the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the relevant Joint Bookrunner (for itself and as agent on
behalf of the Company) or the Company's registrar has not received
evidence satisfactory to them, the relevant Joint Bookrunner and/or
the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
9.1.23 each Joint Bookrunner may, and their Affiliates acting as
an investor for its or their own account(s) may, acquire and/or
purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, acquired or otherwise dealt with
should be read as including any offer to, or subscription,
acquisition or dealing by, Berenberg, Numis and/or any of their
respective Affiliates acting as an investor for its or their own
account(s). Neither Berenberg, Numis nor the Company intend to
disclose the extent of any such investment or transaction otherwise
than in accordance with any legal or regulatory obligation to do
so;
9.1.24 these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, 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,
Berenberg, or Numis 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;
9.1.25 the Company and the Joint Bookrunners and their
respective Affiliates and others will rely upon the truth and
accuracy of the foregoing agreements, acknowledgements,
representations, warranties and undertakings which are given to the
Joint Bookrunners, on its own behalf and on behalf of the Company,
and are irrevocable;
9.1.26 it irrevocably appoints any duly authorised officer of
the Joint Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrar any documents on its
behalf necessary to enable it to be registered as the holder of any
of the Placing Shares which it agrees to acquire or purchase upon
the terms of this Announcement;
9.1.27 it will indemnify on an after tax basis and hold the
Company, Berenberg, Numis 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, undertakings, agreements
and acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
9.1.28 it (i) has knowledge and experience in financial,
business and international investment matters and is required to
evaluate the merits and risks of subscribing for the Placing
Shares; (ii) is experienced in investing in securities of this
nature and is aware that it may be required to bear, and is able to
bear, the economic risk of, and is able to sustain a complete loss
in connection with the Placing; and (iii) has relied upon 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 and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations
relevant to its acquisition of Placing Shares;
9.1.29 its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in 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;
9.1.30 neither Joint Bookrunner owes any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
9.1.31 it acknowledges that no action has been or will be taken
by any of the Company or the Joint Bookrunners or any person acting
on behalf of the Company or the Joint Bookrunners 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;
Additional representations and warranties relating to US
securities laws
9.1.32 it understands, and any account it represents has been
advised that, (i) the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of
any state or other jurisdiction of the United States and are being
offered in a transaction not involving any public offering in the
United States (ii) the Placing Shares are being offered and sold
pursuant to Regulation S under the Securities Act or in a
transaction exempt from the registration requirements under the
Securities Act and (iii) the Placing Shares may not be reoffered,
resold, pledged or otherwise transferred except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act;
9.1.33 unless it is a QIB in the United States to which the
Placing Shares will be offered on a private placement basis, it,
and any accounts it represents, (i)is acquiring the Placing Shares
in an "offshore transaction" (as defined in, and in accordance with
Regulation S) and (ii) will not offer or sell, directly or
indirectly, any of the Placing Shares except in an "offshore
transaction" as defined in, and in accordance with, Regulation S or
in the United States pursuant to an exemption from, or in a
transaction not subject to, the registration requirements under the
Securities Act;
9.1.34 it is not subscribing for any Placing Shares as a result
of (i) any "directed selling efforts" as that term is defined in
Regulation S under the Securities Act or (ii) any form of "general
solicitation or general advertising" within the meaning of
Regulation D under the Securities Act;
9.1.35 the Placing Shares will not be reoffered, resold, pledged
or otherwise transferred by it except (i) outside the United States
in an offshore transaction pursuant to Rule 903 or Rule 904 of
Regulation S, (ii) in the United States to a person whom the seller
reasonably believes is a QIB and to whom notice is given that the
offer, sale or transfer is being made in reliance on Rule 144A
under the Securities Act, (iii) pursuant to Rule 144 under the
Securities Act (if available), (iv) to the Company, (v) pursuant to
an effective registration statement under the Securities Act or
(vi) pursuant to another available exemption, if any, from
registration under the Securities Act, in each case in compliance
with all applicable laws;
9.1.36 (i) the Placing Shares may constitute an equity interest
in a passive foreign investment company within the meaning of
Section 1297(a) of the United States Internal Revenue Code of 1986,
as amended ("PFIC"), in the current or any future tax year; if the
Company is a PFIC, then US taxable investors may be subject to
adverse US tax consequences in respect of their investment in the
Placing Shares, (ii) neither the Company nor the Joint Bookrunners
intend to assess whether the Placing Shares constitute equity
interests in a PFIC in any taxable year or to provide such
information as may be required to make a "qualified electing fund"
election with respect to the Placing Shares and (iii) it is advised
to consult with its own tax advisors concerning the impact of any
legislation, proposed or enacted, that could affect the application
of the PFIC rules;
9.1.37 it will notify any transferee to whom it subsequently
reoffers, resells, pledges or otherwise transfers the Placing
Shares of the foregoing restrictions on transfer; and
9.1.38 no representation has been made as to the availability of
the exemption provided by Rule 144 or any other exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares.
9.2 The representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix are
given to the Joint Bookrunners for themselves and on behalf of the
Company and are irrevocable.
9.3 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 a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company,
Berenberg nor Numis will be responsible, and the 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 UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, Berenberg and/or Numis in the event that any
of the Company, Berenberg and/or Numis has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If there are
any such agreements, each Placee should seek its own advice and
notify the relevant Joint Bookrunner accordingly.
9.4 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that the Joint Bookrunners or any of their
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
9.5 When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with either Joint Bookrunner 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 FSMA. The Placee acknowledges and agrees that the money
will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated
from the relevant Joint Bookrunner's money in accordance with the
client money rules and will be used by the relevant Joint
Bookrunner in the course of its own business; and the Placee will
rank only as a general creditor of the relevant Joint Bookrunner
(as applicable).
9.6 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
9.7 Neither the content of the Company's website nor the content
of any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
9.8 All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of a Placee of any changes.
10. Information to Distributors
10.1 Solely for the purposes of the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in 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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
10.2 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.
10.3 Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Company" means Scapa Group plc;
"Group" means the Company and its subsidiary undertakings;
"Lenders" means HSBC UK Bank plc, Santander UK plc and The
Governor and Company of the Bank of Ireland;
"London Stock Exchange" means London Stock Exchange plc;
"New Facilities" means the new or amended borrowing facilities
in relation to an GBP80 million unsecured revolving credit facility
and GBP20 million uncommitted accordion facility (both intended to
be made available until 31 October 2022) and a GBP15 million
unsecured revolving credit facility (such facility intended to
terminate on 31 May 2021) intended to be provided by the Lenders to
the Company;
"Ordinary Shares" means the ordinary shares of 5 pence each in
the capital of the Company;
"Placing Shares" means the new Ordinary Shares to be issued in
connection with the Placing;
"Proportionate Share" means in relation Berenberg, 50 per cent,
and in relation to Numis, 50 per cent;
"Subscription" means the subscription of certain Ordinary Shares
by certain directors (and employees) of the Company in connection
with the Placing;
"Subscription Shares" means the Ordinary Shares to be issued by
the Company in connection with the Subscription; and
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUORURRAUVAUR
(END) Dow Jones Newswires
May 14, 2020 02:00 ET (06:00 GMT)
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