TIDMIGR
RNS Number : 3706A
IG Design Group PLC
20 January 2020
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PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
20 January 2020
IG Design Group PLC
("Design Group", the "Company" or the "Group")
Proposed Acquisition of CSS Industries, Inc. ("CSS")
and
Accelerated Bookbuild to raise GBP120.0 million
IG Design Group plc, one of the world's leading designers,
innovators and manufacturers of celebrations, gifting, stationery
and creative play products, today announces that a newly formed
wholly owned subsidiary of IG Design Group Americas, Inc., Tom
Merger Sub Inc., has entered into a merger agreement to acquire 100
per cent. of the equity interest in CSS Industries, Inc., a US
based designer and manufacturer of craft, seasonal and gift
products, for $9.40 per share, which represents an Enterprise Value
of approximately GBP89.7 million(1) (the "Acquisition") and an
approximate Adjusted EBITDA multiple(2) for the current financial
year of 5.0 times. The Directors expect the Acquisition to be
earnings enhancing in the first full year of acquisition.
CSS specialises in the creative development, manufacture and
sale of its products through a multi-channel distribution model to
a broad base of leading mass, speciality and online retailers and
distributors, predominately within the US. CSS is expected to
deliver net sales between $346.0 million to $352.0 million and
adjusted EBITDA of $22.1 million to $24.1 million for the financial
year ended March 2020.(3)
In conjunction with the Acquisition, the Company is also pleased
to announce its intention to conduct an accelerated bookbuild
placing to raise gross proceeds of GBP120.0 million (the
"Placing"), at a price of 694.0 pence per new ordinary share of 5
pence each (the "Placing Price") to fund the cash consideration for
the Acquisition and related transaction expenses, repayment of the
net debt of CSS and provide further balance sheet growth
capital.
Acquisition Highlights:
The Acquisition broadens Design Group's product portfolio and
provides customers with a substantially enhanced "one-stop-shop",
establishing a leading presence within the US craft market. The
Acquisition also:
-- reinforces Design Group's position as the global industry leader in gift packaging;
-- rapidly scales Design Group's "Everyday" product category,
online revenues and presence within the floral decorative packaging
industry;
-- substantially increases the manufacturing and distribution capability of the Group;
-- is expected to be earnings enhancing with EPS accretion from
the first full year of acquisition; and
-- is anticipated to yield operational and financial synergies
of GBP10.0 million per annum by 2023.
Placing Highlights:
-- Proposed Placing to raise gross proceeds of GBP120.0 million.
-- Placing Price of 694.0 pence per ordinary share of 5 pence
each. The Placing Price represents a discount of 0.3 per cent. to
the three day volume weighted average price of 696.0 pence per
share to 17 January 2020.
-- The Company is proposing to raise GBP54.7 million under the
Company's existing authorities with a further GBP65.3 million being
raised conditional on the passing of Resolutions at a General
Meeting (together, the "Placing Shares"). By utilising the existing
authorities of the Company, the Company will have financing
certainty for a significant proportion of the Acquisition
consideration.
-- The Placing is being conducted via an accelerated
bookbuilding process which will commence immediately following the
publication of this Announcement in accordance with the terms and
conditions set out in the Appendix.
The Placing is being conducted by Canaccord Genuity Limited
("Canaccord Genuity") as Nomad, Sole Bookrunner and Sole Broker
(the "Bookrunner"). Canaccord Genuity Limited is Financial Adviser
to Design Group for the Acquisition.
Paul Fineman, Chief Executive Officer of IG Design Group plc,
said:
"As well as doubling the scale of our US business, the
combination of CSS and Design Group further strengthens our
position as the global leader in consumer gift packaging and
establishes us as a major supplier to the creative craft
market.
The acquisition significantly enhances the portfolio of
products, brands and services that we offer to our global customer
base of 'winning' retailers, as well as providing access to many
new channels and markets. Through leveraging CSS' quality customer
base, manufacturing capability and recognised brand portfolio
together with the strength of our existing business in the US, this
transaction delivers substantial opportunities for synergies across
the Group and further accelerates the Group's positive
momentum.
We are delighted to have once again identified a compelling
opportunity that meets our clear criteria, whilst maintaining
prudent levels of average leverage. This acquisition is not only
earnings enhancing, it also provides us with tremendous prospects
to create further value for our shareholders."
(1) Enterprise Value calculated by the Company using the average
expected net debt for CSS for the financial year ending March 2020
of GBP21.7 million.
(2) Based upon mid-range CSS market guidance adjusted EBITDA for
the financial year ending March 2020 of $22 million, adjusted to
$23.1 million to give effect to an add back for estimated share
based compensation in the period of approximately $1.1 million.
(3) Based on CSS market guidance published on 14 November 2019,
with the published adjusted EBITDA range of $21 million to $23
million adjusted to $22.1m and $24.1 million respectively to give
effect to an add back for estimated share based compensation in the
period of approximately $1.1 million.
For further information, please contact:
IG Design Group plc Tel: 0152 588 7310
Paul Fineman, Chief Executive Officer
Giles Willits, Chief Financial Officer
Canaccord Genuity Limited (Nomad, Tel: 0207 523 8000
Financial Adviser, Sole Bookrunner
and Sole Broker)
Bobbie Hilliam, Alex Aylen, NOMAD
and Broker
George Fleet, Financial Adviser
Alma PR Tel: 0203 405 0205
Rebecca Sanders-Hewett
Susie Hudson designgroup@almapr.co.uk
Sam Modlin
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
Persons who have chosen to participate in the Placing, by making an
oral or written offer to acquire Placing Shares, will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms
and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
The person responsible for arranging the release of this
information is Paul Fineman, Chief Executive Officer of the
Company.
About IG Design Group plc:
IG Design Group plc, the largest consumer gift packaging
business in the world, is a designer, innovator and manufacturer of
products that help people celebrate life's special occasions.
Design Group works with more than 11,000 customers in over 80
countries throughout the UK, Europe, Australia and the USA. Its
products are found in over 210,000 retail outlets, including
several of the world's biggest retailers, for example Walmart,
Tesco, Amazon, Carrefour and Aldi. Its brand, Tom Smith, also holds
the Royal Warrant for the supply of Christmas crackers and
Christmas wrapping paper to the Royal family.
Design Group is a diverse business operating across multiple
regions, categories, seasons and brands. Its four major product
categories are: Celebrations, Stationery and Creative Play,
Gifting, and 'Not-for-resale' consumables. It offers customers a
full end-to-end service from design through to distribution,
offering both branded and bespoke products from the value-focused
through to the higher-margin ends of the market. The acquisition of
Impact Innovations Inc. has significantly increased the scale of
the Group and added to the Celebrations category with seasonal home
décor product range providing a further opportunity for growth.
The Company was admitted to the Alternative Investment Market of
the London Stock Exchange in 1995 under the name 'International
Greetings plc' and rebranded to IG Design Group plc in 2016. For
further information please visit www.thedesigngroup.com.
About CSS Industries, Inc.:
CSS is a creative consumer products company, focused on the
craft, gift and seasonal categories. For these design-driven
categories, CSS engage in the creative development, manufacture,
procurement, distribution and sale of its products with an
omni-channel approach focused primarily on mass market retailers.
CSS' core products within the craft category include sewing
patterns, ribbons, trims, buttons, needle arts and kids' crafts.
For the gift category, its core products are designed to celebrate
certain life events or special occasions, with a focus on packaging
items, such as ribbons, bows, bags and wrap, as well as stationery,
baby gift items, and party and entertaining products. For the
seasonal category, CSS focus on holiday gift packaging items
including ribbons, bows, bags, tags and gift card holders, in
addition to specific holiday-themed decorations and activities,
including Easter egg dyes and Valentine's Day classroom exchange
cards. In keeping with CSS' corporate mission, all of its products
are designed to help make life memorable.
ADDITIONAL INFORMATION
Expected Timetable
The expected timetable relating to the Placing is set out
below.
EXPECTED TIMETABLE
Announcement of the proposed Placing and 20 January 2020
the Acquisition
Admission of the First Tranche Placing 8.00 a.m. on 24 January
Shares 2020
Expected date for CREST accounts to be 24 January 2020
credited in relation to the First Tranche
Placing Shares
Dispatch of definitive share certificates by 7 February 2020
(where applicable) in relation to new Ordinary
Shares for First Tranche Placing
Latest time and date for receipt of proxy 1.00 p.m. on 9 February
appointments for the General Meeting 2020
General Meeting 1.00 p.m. on 11 February
2020
Announcement of the results of the General 11 February 2020
Meeting
Expected Admission of the Second Tranche 8.00 a.m. on 12 February
Placing Shares 2020
Expected date for CREST accounts to be 12 February 2020
credited in relation to the Second Tranche
Placing Shares
Dispatch of definitive share certificates by 26 February 2020
(where applicable) in relation to new Ordinary
Shares Second Tranche Placing Shares
Notes:
1. Certain of the events in the above timetable are conditional
upon, amongst other things, the passing of the Resolutions at the
General Meeting.
2. If any of the events contained in the indicative timetable
should change, the revised times and dates will be notified by
means of an announcement through a Regulatory Information
Service.
3. Different deadlines and procedures for applications may apply
in certain cases. For example, if you hold your Ordinary Shares
through a CREST member or other nominee, that person may set an
earlier date for application and payment than the dates noted
above.
Introduction
The Company is pleased to announce that a newly formed wholly
owned subsidiary of IG Design Group Americas, Inc., Tom Merger Sub
Inc., has entered into a Merger Agreement to acquire 100 per cent.
of the equity interest in CSS, a US based and NYSE listed designer
and manufacturer of craft, seasonal and gift products, for $9.40
per share, which represents an Enterprise Value of approximately
GBP89.7 million.
The Company is proposing to finance the Acquisition
consideration via a proposed placing to issue 7,887,347 Ordinary
Shares under the Company's existing authorities as the First
Tranche Placing Shares, at the Placing Price of 694.0 pence,
raising approximately GBP54.7 million. A further 9,403,720 Ordinary
Shares will be issued conditional on the passing of Resolutions at
the General Meeting as the Second Tranche Placing Shares, at the
Placing Price of 694.0 pence, raising approximately GBP65.3
million. The total gross proceeds of the Placing will be
approximately GBP120.0 million.
By undertaking the First Tranche Placing, the Company has
financing certainty for a significant proportion of the Acquisition
consideration. The Placing is being conducted via an accelerated
bookbuilding process which will commence immediately following the
publication of this Announcement in accordance with the terms and
conditions set out in the Appendix.
The Acquisition and Placing are not inter-conditional. The
Directors anticipate completing the First Tranche Placing and
Second Tranche Placing by 8.00 a.m. on 12 February 2020. The
Acquisition is expected to be completed during calendar Q1 2020.
The Placing will therefore be completed ahead of the Acquisition
and before there is certainty that the Acquisition will complete.
In the event the Acquisition does not complete, the Placing
proceeds will be retained by the Company as the Directors have a
number of alternative acquisition opportunities they would seek to
execute in order to utilise the net proceeds from both the First
Tranche Placing and the Second Tranche Placing.
1. CSS Industries
CSS is a NYSE listed designer and manufacturer of craft,
seasonal and gift products. CSS specialises in the creative
development, manufacture and sale of products through a
multi-channel distribution model to a broad base of mass, specialty
and online retailers and distributors. Its core products within
each category are as follows:
-- Craft - sewing patterns, ribbons, trims, buttons, needle arts and kids' crafts;
-- Gift - products designed to celebrate certain life events or
special occasions, with a focus on ribbons, bows, bags and wrap, as
well as stationery, baby gift items, and party and entertaining
products; and
-- Seasonal - holiday gift packaging items including ribbons,
bows, bags, tags and gift card holders, in addition to specific
holiday-themed decorations and activities.
2. Background to and strategic rationale for the Acquisition
The Company has historically stated that it would seek to create
value through both organic growth and well considered
acquisitions.
In August 2018, the Company acquired Impact Innovations Inc.
("Impact") a leading supplier of gift packaging and seasonal décor
products in the US. The acquisition enabled the Company to
significantly increase its scale in the US and become the largest
consumer gift packaging business in the world. As well as being
earnings accretive, the Directors believe the acquisition of Impact
was a success as demonstrated by the interim results for the six
months ended 30 September 2019 published on 26 November 2019. The
Impact acquisition highlighted the benefit to the Group both
operationally and financially of selective acquisitions.
The Directors believe the combination of the Company and CSS has
a compelling strategic rationale. It brings together the world's
largest gift packaging organisation with a leading craft
company.
The Directors believe that the Acquisition is in the best
interests of Shareholders as it:
-- broadens the Group's product portfolio and provides its
customers with a substantially enhanced "one-stop-shop" product and
service offering;
-- allows Design Group entry into the craft market and accelerates online revenues;
-- has established leading brands in SKU intensive categories
with new market channels within the non-seasonal, "Everyday"
product category;
-- provides for tangible operating synergies through the
combination of the Group's US business with CSS, including
economies of scale, enhanced US manufacturing capacity and combined
US distribution network;
-- is anticipated to deliver substantial estimated annual
synergies of GBP10.0 million by March 2023;
-- is expected to be earnings accretive in each of the next
three years, commencing from the first full year of ownership;
-- has a strong balance sheet with significant tangible asset
value (including freehold property and net operating losses);
and
-- enables the Group's average leverage post the Acquisition and
Placing, for the year ending 31 March 2020, to remain below 1.3
times Adjusted EBITDA.
3. Key terms of the Acquisition
The Merger Agreement provides that Tom Merger Sub Inc., a newly
formed wholly owned subsidiary of IG Design Group Americas, Inc.,
will commence an offer to purchase all of the shares of CSS at a
price per share of $9.40 and following the consummation of the
offer, Tom Merger Sub Inc. will merge into and with CSS by way of a
merger under the laws of the State of Delaware, with CSS surviving
the merger as the surviving corporation and thereby becoming a
wholly owned subsidiary of IG Design Group Americas, Inc. The
Company has agreed to pay equity consideration for the Acquisition
of CSS of GBP68.0 million in cash, plus the repayment of CSS' net
debt at close, which is estimated to be GBP17.6 million.
Completion of the Acquisition is conditional on, amongst other
things, at least 51 per cent. of the CSS' shares being validly
tendered, the Merger Agreement not having been terminated and no
material adverse effect in respect of CSS having occurred. The
Merger Agreement may be terminated and the Acquisition abandoned
if, amongst other things:
(i) the time for acceptance of payment has not occurred by 11:59
p.m. New York City time on 4 June 2020 (the "Termination Date
");
(ii) if a change in CSS' board recommendation has occurred or if
CSS enters into a definitive agreement with a third party in
respect of a competing and superior proposal (and in both cases CSS
will be required to pay to the Company a termination fee of $3.0
million);
(iii) if (A) Tom Merger Sub Inc. shall have failed to effect the
offer closing by the Termination Date and (B) if all of the
conditions to the Acquisition, other than receipt by the Company of
the financing for the Acquisition, have been satisfied as at the
time of expiration of the offer (in which case the Company will be
required to pay to CSS a termination fee of $4.5 million); or
(iv) if the Resolutions are not passed at the General Meeting
and the Company has not confirmed to CSS that it has available cash
to pay the consideration within thirty-five business days of such
failure to pass (in which case the Company will be required to pay
to CSS a termination fee of $2.25 million).
The Merger Agreement contains customary warranties from CSS
relating to corporate authorisation and capacity and capitalisation
of CSS, as well as customary business and commercial warranties.
The Merger Agreement also regulates the conduct of business of CSS
until completion of the Acquisition.
The Merger Agreement is governed by federal law and the laws of
the State of Delaware. If a merger objection lawsuit is brought in
connection with the Acquisition, it may result in the Company
incurring additional costs to defend or settle any suit, regardless
of whether or not the relevant suit has any merit.
4. Financial Summary
For the year ended 31 March 2019, Design Group reported Group
revenue of GBP448.4 million, with an Adjusted EBITDA of GBP38.7
million, adjusted profit before tax of GBP30.3 million and total
gross assets of GBP261.7 million. During the same period, CSS
reported net sales of $382.3 million, adjusted EBITDA of $17.0
million(4) , loss before tax of $45.4 million and gross assets of
$285.6 million.
The Enlarged Group's pro forma revenue for the year ending 31
March 2020 is expected to be approximately GBP770.3 million. This
is based on Canaccord Genuity's published analyst forecasts
(forecasts published on 26 November 2019) for Design Group to
achieve revenue of approximately GBP499.8 million, plus using the
mid-range CSS' guidance to generate approximately $349.0 million in
net sales (approximately GBP270.5 million) for the same period, as
stated within CSS' Q2 fiscal 2020 results dated 14 November
2019.
The Enlarged Group's pro forma Adjusted EBITDA for the year
ending 31 March 2020 is expected to be approximately GBP79.1
million (before synergies). This is based on Canaccord Genuity's
published analyst forecasts (forecasts published on 26 November
2019) for Design Group to achieve Adjusted EBITDA of approximately
GBP53.4 million, plus using the mid-range of CSS' adjusted EBITDA
guidance of approximately $33.1 million (approximately GBP25.7
million), after adjusting for estimated share based compensation of
approximately $1.1 million and a potential IFRS 16 adjustment of
approximately $10.0 million.
(4) After an add back for share based compensation in the period
of approximately $2.0 million.
5. Current trading and outlook
Design Group
Since the Company's published trading update on 26 November
2019, Design Group has traded positively throughout the Christmas
period and as a result, the Group remains on course to deliver full
year performance in line with expectations. The management team of
Design Group confirms the business continues to be well positioned
to exploit opportunities for further growth in 2021.
CSS
On 14 November 2019, CSS announced their Q2 fiscal 2020 results,
which confirmed its outlook for net sales to be between $346.0
million to $352.0 million and an adjusted EBITDA range of between
$22.1 million to $24.1 million(5) for the full year to 31 March
2020.
Based on due diligence by Design Group on the current trading of
CSS, Design Group believe CSS is trading in line with the guidance
figures announced on 14 November 2019.
(5) CSS published adjusted EBITDA guidance of $21 million to $23
million adjusted to give effect to an add back for estimated share
based compensation in the period of approximately $1.1m.
6. Details of the Placing
The Company is seeking to raise GBP120.0 million (before
expenses) through the placing of 17,291,067 Placing Shares. The
Placing Price of 694.0 pence per Placing Share represents a
discount of 0.3 per cent. to the three day volume weighted average
price of 696.0 pence to 17 January 2020 (being the last practical
date prior to the publication of this Announcement). The Placing is
not conditional upon completion of the Acquisition and is not
underwritten. The Directors intend to fund the Acquisition through
two Placings, a First Tranche Placing and a Second Tranche
Placing.
The Company intends to raise approximately GBP54.7 million gross
through the issue of the First Tranche Placing Shares through
Canaccord Genuity at the Placing Price. The First Tranche Placing
utilises in full the general authorities approved by Shareholders
to place shares for cash granted to the Directors at the 2019
Company Annual General Meeting. By undertaking the First Tranche
Placing, the Company has financing certainty for a significant
proportion of the Acquisition consideration. The remaining GBP35.6
million required by the Company to fund the Acquisition, repay CSS'
net debt and to fund the associated expenses relating to the
transaction will be financed by the Second Tranche Placing.
The First Tranche Placing is not subject to shareholder
approval. The Second Tranche Placing Shares will be subject to
shareholder approval of related resolutions at a General Meeting.
The Directors have provided irrevocable undertakings, which in
aggregate represent their beneficial interest in 24,748,679 or 31.3
per cent. of the Existing Ordinary Shares, in support of the
related resolutions at the General Meeting.
The Directors anticipate completing the Acquisition during
calendar Q1 2020. In the event the Acquisition does not complete
the Directors have a number of alternative acquisition
opportunities which would utilise the net proceeds from both the
First Tranche Placing and the Second Tranche Placing. The First
Tranche Placing and the Second Tranche Placing are not being
underwritten by Canaccord Genuity.
In considering the size of the Placing, the Directors have given
due consideration to the Placing Price and the Company's
shareholder commitment to have average net debt over the course of
the financial year at less than two times Adjusted EBITDA. It is
expected that the Enlarged Group's average leverage, post the
Acquisition and Placing for the year ending 31 March 2020 will be
below 1.3 times Adjusted EBITDA. The Directors believe this
leverage level is prudent, encourages further investment for future
growth and also allows the Group to payout suitable dividends.
The Placing also allows the Company to retain a strong balance
sheet with the necessary resources to capitalise on other
acquisition opportunities that may arise in line with the Group's
acquisition strategy. The Directors would aim to undertake future
acquisitions which are expected to be earnings enhancing, adding
further scale and product lines to the Company's existing
operations, providing tangible operating synergies and being
advantageous compared to organic growth alternatives.
First Tranche Placing
The Company proposes to raise approximately GBP54.7 million
gross through the issue of 7,887,347 Placing Shares, being the
First Tranche Placing Shares, at the Placing Price through
Canaccord Genuity.
Application will be made to the London Stock Exchange for the
First Tranche Placing Shares to be admitted to trading on AIM. It
is expected that Admission will become effective and dealings in
the First Tranche Placing Shares will commence at 8.00 a.m. on or
around 24 January 2020.
Second Tranche Placing
The Company proposes to raise approximately GBP65.3 million
gross through the issue of 9,403,720 Placing Shares, being the
Second Tranche Placing Shares, at the Placing Price through
Canaccord Genuity.
As set out above, the Company's existing share authorities,
which allow it to issue shares on a non pre-emptive basis, were
sufficient for the First Tranche Placing, but insufficient to allow
the Second Tranche Placing to proceed. Therefore, the Second
Tranche Placing is conditional on the passing of the Resolutions at
the General Meeting.
If the Resolutions are not passed at the General Meeting, the
Second Tranche Placing Shares will not be issued and the proceeds
of the Second Tranche Placing will not be available to the Company.
In the event the Second Tranche Placing does not proceed, the
Directors intend to source further debt financing to fully finance
the Acquisition and associated expenses.
The Second Tranche Placing Shares will, when issued and fully
paid, rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of Second
Admission.
Application will be made to the London Stock Exchange for the
Second Tranche Placing Shares to be admitted to trading on AIM.
Subject to the passing of the Resolutions, it is expected that
Second Admission will take place and that trading will commence at
8.00 a.m. on or around 12 February 2020.
7. Use of Proceeds
The proceeds of the Placing will enable the Company to continue
to drive its strategy, by being used to fund the Acquisition
consideration and related transaction expenses, as well as the
repayment of CSS net debt. In addition, the proceeds will provide
further balance sheet growth capital, enabling the Company to
continue to execute its stated M&A strategy and undertake
future potential acquisitions in a competitive timeframe.
The Company currently intends to use the GBP120.0 million gross
proceeds of the Placing as outlined below:
-- Acquisition consideration: GBP68.0 million to fund the equity consideration;
-- Repayment of GBP17.6 million, being the estimated net debt of CSS at close;
-- Expenses: GBP4.7 million to cover all transaction related costs; and
-- Future acquisitions: up to c.GBP29.7 million to enable
further acquisitions of appropriate M&A targets, where
relevant.
The Board notes that if for any reason the Acquisition does not
complete, the Company will seek to invest the Placing proceeds in
other acquisition opportunities.
8. Placing Agreement
Pursuant to the terms of the Placing Agreement, Canaccord
Genuity, as agent for the Company, conditionally agrees to use its
reasonable endeavours to place the Placing Shares on a
non-underwritten basis at the Placing Price.
The Placing Agreement contains customary warranties and an
indemnity from the Company in favour of Canaccord Genuity, together
with provisions which enable Canaccord Genuity to terminate the
Placing in certain circumstances prior to Admission, including,
inter alia, (i) where any warranties are found to be untrue or
inaccurate in any material respect or misleading; and (ii) in the
event of a material adverse change or any development reasonably
likely to involve a material adverse change in the financial
position or prospects of the Company or the Company's group which
would have a material adverse impact on the Placing.
The First Tranche and Second Tranche Placing Shares will be
admitted to trading on AIM before completion of the Acquisition and
the Merger Agreement will not be unconditional as at the date of
Second Admission. If, following such time but before completion of
the Acquisition, there is a material breach of warranty under the
Merger Agreement by CSS or one or more conditions are not satisfied
(or waived), the Company will have the right to terminate the
Merger Agreement and, if that were the case, the Acquisition may
not go ahead, including in circumstances where the Placing has
completed. If the Merger Agreement is terminated, the Company has
identified a number of alternative acquisition opportunities which
it would utilise the net proceeds from both the First Tranche
Placing and the Second Tranche Placing to finance.
The Placing Agreement provides, inter alia, for payment by the
Company to Canaccord Genuity of commissions based on the number of
Placing Shares placed by Canaccord Genuity multiplied by the
Placing Price.
The Company will bear all other expenses of, and incidental to,
the Placing including printing costs, registrar's fees and all
legal and accounting fees of the Company.
9. Change in Financial Reporting Currency
The Company intends to change the presentation currency of the
Enlarged Group from pound sterling to US dollars effective 1 April
2020 should the Acquisition complete.
Following the Acquisition, a significant majority of the
Enlarged Group earnings will be denominated in US dollars. The
Board believes that the presentation currency change will give
investors and other stakeholders a clearer understanding of the
Design Group's financial performance over time. In addition, the
change will reduce the volatility of the Enlarged Group's earnings
due to foreign exchange movements, in relation to the translation
of foreign currency balances.
10. Proposed new incentive scheme
The Company proposes to introduce a new long-term incentive plan
alongside the Acquisition. The new scheme will seek to create an
incentive that is directly aligned with any increase in shareholder
value above the Placing Price and is planned to strongly
incentivise management and eligible employees at all levels to
further develop the Company's growth and profitability to the
benefit of all stakeholders,
The Group's Remuneration Committee intend to consult with key
shareholders before the new long-term incentive plan is formally
approved.
11. General Meeting
A General Meeting to consider and approve the Second Tranche
Placing Shares will be held at IG Design Group plc, 7 Water End
Barns, Eversholt, Bedfordshire MK17 9EA, United Kingdom at 1.00
p.m. on 11 February 2020. A circular will be made available to
shareholders on 21 January 2020 and will also be made available on
the Company's website at
www.thedesigngroup.com/investors/reports-presentations/.
12. Total Voting Rights
Following admission of the First Tranche Placing Shares, the
Company's issued ordinary share capital will comprise 86,963,076
Ordinary Shares, none of which are held in treasury. Therefore, the
total number of Ordinary Shares with voting rights in the Company
following admission of the First Tranche Placing Shares will be
86,963,076.
Further announcements will be made on the total voting rights
following the admission of the Second Tranche Placing Shares.
The above figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
13. Recommendation
The Board believes that the Acquisition and Placing is in the
best interests of the Company and its shareholders.
The Board recommends Shareholders to vote in favour of the
Resolutions to be put to the General Meeting in order to issue the
Second Tranche Placing Shares and have undertaken to do in respect
of their beneficial shareholdings amounting to 24,748,679 or 31.3
per cent. of the Existing Ordinary Shares.
IMPORTANT NOTICE
The information contained in this Announcement is for
information 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. The information in this Announcement is
subject to change. This Announcement, including the Appendix, is
not for publication or distribution, directly or indirectly, in or
into the United States of America. This Announcement, including the
Appendix, is not an offer of securities for sale in the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as
amended, 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.
This Announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within
Australia, Canada, New Zealand, the Republic of Ireland,
Switzerland, Japan, the Republic of South Africa or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction.
This Announcement, including the Appendix, is for information
purposes only and is not intended to and does not contain or
constitute or form part of any offer or any solicitation to
purchase or subscribe for securities in Australia, Canada, New
Zealand, the Republic of Ireland, Switzerland, Japan, the Republic
of South Africa or any other state or jurisdiction in which such
offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation. The distribution of
this Announcement may be restricted by law in certain jurisdictions
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for, purchase, otherwise acquire,
sell or otherwise dispose of any such securities.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's group
or Canaccord Genuity or any of their respective directors,
officers, partners, employees, agents or advisers or any other
person as to the accuracy or completeness of the information or
opinions contained in this Announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this Announcement. Nothing in this Announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to past or future. Canaccord Genuity and its
subsidiary undertakings, affiliates or any of its directors,
officers, employees, advisers and agents accordingly disclaims to
the fullest extent permitted by law all and any responsibility and
liability whether arising in tort, contract or otherwise, which it
might otherwise have in respect of this Announcement or any such
statement.
Recipients of this Announcement and/or the circular who are
considering acquiring Placing Shares pursuant to the Placing are
reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property
described in this Announcement and/or the circular. 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 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. Canaccord
Genuity is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing and
will not regard any other
person as a client in relation to the Placing, and Canaccord
Genuity will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement. Canaccord
Genuity's responsibilities as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director
or to any other person.
In connection with the Placing, Canaccord Genuity and any of its
affiliates, acting as investors for its own account, may subscribe
for or purchase Ordinary Shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for its own account
in such Ordinary Shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to the Ordinary Shares being offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any offer to, or subscription, acquisition, placing or
dealing by Canaccord Genuity and any of its affiliates acting as
investors for its own account. In addition, Canaccord Genuity or
its affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Canaccord Genuity has
no intention to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
No representation or warranty, expressed or implied, is or will
be made as to, or in relation to, and no responsibility or
liability is or will be accepted by Canaccord Genuity or by any of
its affiliates or agents as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect", "target", "anticipate", "could", "predict",
"continue", "positioned", "risk" (or the negative thereof) and
words of similar meaning, reflect the Directors' current beliefs
and expectations and involve known and unknown risks, uncertainties
and assumptions, many of which are outside the Company's control
and difficult to predict, that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. Any forward-looking statements made in this Announcement
by or on behalf of the Company speak only as of the date they are
made. These forward-looking statements reflect the Company's
judgment at the date of this Announcement and are not intended to
give any assurance as to future results and cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based, except where
required to do so under applicable law.
The market guidance published by CSS on 14 November 2019, as
referred to in this Announcement, was based on the assumptions,
estimates and expectations of CSS as of such date, and is subject
to a number of known and unknown risks and significant business,
economic and competitive uncertainties that may cause actual
results to differ materially from expectations. Numerous factors
could cause actual future results to differ materially from current
expectations, including the risks and other risk factors detailed
in various publicly available documents filed by CSS from time to
time with the Securities and Exchange Commission, which are
available at www.sec.gov, including but not limited to, such
information appearing under the caption "Risk Factors" in CSS'
Annual Report on Form 10-K filed with the SEC on 31 May 2019.
Neither the contents of Design Group's website nor any website
accessible by hyperlinks on Design Group's website is incorporated
in or forms part of this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND,
SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE BOOKRUNNER, "QUALIFIED INVESTORS" AS
DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT
IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPIX) COMES ARE
REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE
COMMISSION (THE SEC), ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee will be deemed to have read and
understood this Announcement and hereby agrees with the Bookrunner
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
the Bookrunner confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and the Company have entered into a Placing
Agreement, under which the Bookrunner has, on the terms and subject
to the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. It is expected that the Placing will raise GBP120.0
million in gross proceeds. The Placing is not being underwritten by
the Bookrunner or any other person.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under IGR with ISIN
GB0004526900.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and dealings in the First
Tranche Placing Shares will commence at 8.00 a.m. on or around 24
January 2020, with admission of and dealings in the Second Tranche
Placing Shares expected to become effective by 8.00 a.m. on or
around 12 February 2020 (together, "Admission"). In any event, the
latest date for Admission is 28 February 2020 (the "Long Stop
Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Bookrunner is arranging the Placing as agent for, and as
sole broker of, the Company.
2. The number of Placing Shares to be issued will be agreed
between the Bookrunner and the Company following completion of a
bookbuilding exercise by the Bookrunner (the "Bookbuild"). The
results of the Bookbuild will be released via a Regulatory
Information Service following the completion of the Bookbuild.
3. The Bookbuild is expected to close no later than 6:30 p.m. on
21 January 2020 but may be closed earlier or later at the
discretion of the Bookrunner. The Bookrunner may, in agreement with
the Company, accept bids received after the Bookbuild has
closed.
4. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Bookrunner. The Bookrunner and its affiliates are entitled to
participate in the Placing as principal.
5. The Company and the Bookrunner reserve the right (i) to scale
back the number of Placing Shares to be subscribed for by any
Placee in the event of the Placing being over-subscribed; and (ii)
not to accept offers for Placing Shares or to accept such offers in
part rather than in full. The Company reserves the right to reduce
the amount to be raised pursuant to the Placing, in agreement with
the Bookrunner.
6. Each Placee's allocation of First Tranche Placing Shares and
Second Tranche Placing Shares has been or will be confirmed to
Placees orally, or in writing (which can include email), by the
Bookrunner and a trade confirmation or contract note has been or
will be dispatched as soon as possible thereafter. The Bookrunner's
oral or written confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Bookrunner and the Company,
under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and subject to the conditions set out in this Appendix
and in accordance with the Company's articles of association.
Except with the Bookrunner's consent, such commitment will not be
capable of variation or revocation.
7. Each Placee's allocation will, unless otherwise agreed
between the Placee and the Bookrunner, be evidenced by a trade
confirmation or contract note issued to each such Placee by the
Bookrunner. The terms and conditions of this Announcement
(including this Appendix) will be deemed to be incorporated in that
trade confirmation, contract note or such other confirmation and
will be legally binding on the Placee on behalf of which it is made
and except with the Bookrunner's consent will not be capable of
variation or revocation from the time at which it is issued.
8. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunner (as agent for the
Company), to pay to the Bookrunner (or as the Bookrunner may
direct) in cleared funds an amount equal to the produce of the
Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
10. 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".
11. All obligations of the Bookrunner under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
12. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
13. The Company requires authority to allot the Second Tranche
Placing Shares and to disapply pre-emption rights in relation to
the Second Tranche Placing Shares and will therefore require the
passing of a special resolution seeking to allot the Second Tranche
Placing Shares and to disapply pre-emption rights in respect of the
Second Tranche Placing Shares at the General Meeting (as set out in
the notice of General Meeting contained in the circular). If
passed, the Resolutions will grant authority to the Directors to
allot the Second Tranche Placing Shares for cash on a non
pre-emptive basis.
14. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither the Bookrunner,
nor the Company nor any of their affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these
terms and conditions) in respect of the Placing. Each Placee
acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Bookrunner
and their affiliates shall have no liability to the Placees for the
failure of the Company to fulfil those obligations. In particular,
neither the Bookrunner, nor the Company nor any of their affiliates
shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Bookrunner's conduct
of the Placing.
As part of the Placing, the Company has agreed that it will not,
inter alia, issue or sell any Ordinary Shares for a period of 60
days after Second Admission without prior consent from the
Bookrunner.
Conditions of the Placing
The Bookrunner's obligations under the Placing Agreement in
respect of, amongst other things, the First Tranche Placing are
conditional on, inter alia:
1. the release of this Announcement to an RIS by no later than
6:30 p.m. on 20 January 2020;
2. the release of an announcement to an RIS in respect of the
results of the Placing by no later than 8.00 a.m. on the Business
Day following the completion of the Bookbuild;
3. the delivery by the Company to the Bookrunner of certain
documents required under the Placing Agreement;
4. the Company having complied with all of its obligations under
the Placing Agreement in all material respects in the context of
the Placing to the extent that such obligations fall to be
performed prior to First Admission;
5. the warranties given in the Placing Agreement being true and
accurate in all material respects in the context of the Placing and
not misleading in any respect at any time between the date of the
Placing Agreement and First Admission and no fact or circumstance
having arisen which would render any of the warranties untrue or
inaccurate in any material respect in the context of the Placing or
misleading in any respect if it was repeated as at First
Admission;
6. there having been no material adverse change (in the opinion
of the Bookrunner acting in good faith);
7. First Admission taking place by not later than 8.00 a.m. on
24 January 2020 (or such other date as may be agreed between the
parties, being not later than 3.00 p.m. on the Long Stop Date);
and
8. the Placing Agreement not having been terminated by the Bookrunner.
The Bookrunner's obligations under the Placing Agreement in
respect of, amongst other things, the Second Tranche Placing are
conditional on, inter alia:
1. First Admission having occurred;
2. the delivery by the Company to the Bookrunner of certain
documents required under the Placing Agreement;
3. the issue by no later than 31 January 2020 of the circular to
Shareholders and such other persons (if any) entitled to receive
notice of the General Meeting in accordance with the Company's
articles of association;
4. the Company having complied with all of its obligations under
the Placing Agreement in all material respects in the context of
the Placing to the extent that such obligations fall to be
performed prior to Second Admission;
5. the warranties given in the Placing Agreement being true and
accurate in all material respects in the context of the Placing and
not misleading in any respect at any time between the date of the
Placing Agreement and Second Admission and no fact or circumstance
having arisen which would render any of the warranties untrue or
inaccurate in any material respect in the context of the Placing or
misleading in any respect if it was repeated as at Second
Admission;
6. there having been no material adverse change (in the opinion
of the Bookrunner acting in good faith);
7. the passing of the Resolutions without material amendment at
the General Meeting (or at any adjournment thereof);
8. the issue and allotment of the Second Placing Shares, prior
to and conditional only upon Second Admission by 8.00 a.m. on 12
February 2020 or such later time as may be agreed between the
Company and the Bookrunner, being not later than 3.00 p.m. on the
Long Stop Date;
9. Second Admission taking place on or before 8.00 a.m. on 12
February 2020 (or such later time as may be agreed between the
Company and the Bookrunner, being not later than 3.00 p.m. on the
Long Stop Date); and
10. the Placing Agreement not having been terminated by the Bookrunner.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Bookrunner by the respective time
or date where specified (or such later time or date as the
Bookrunner may notify to the Company); (ii) any of such conditions
becomes incapable of being fulfilled; or (iii) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by or on behalf of the Placee (or any person on whose behalf
the Placee is acting) in respect thereof. The Bookrunner may, at
its discretion and upon such terms as it thinks fit, waive, or
extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the condition
relating to Admission taking place by the Long Stop Date may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither the Bookrunner, the Company nor any of their respective
affiliates 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 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
Bookrunner. Placees will have no rights against the Bookrunner, the
Company or any of their respective members, directors or employees
under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended) or otherwise.
Right to terminate the Placing Agreement
The Bookrunner is entitled to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before Second Admission (in respect of the
Placing):
1. in respect of the Second Placing only, the circular is not
issued to the Shareholders and such other persons (if any) entitled
to receive notice of the General Meeting in accordance with the
articles of association of the Company by 31 January 2020;
2. the Company is in material breach of any of its obligations
under of the Placing Agreement (to the extent such obligations fall
to be performed prior to First Admission or Second Admission, as
the context requires);
3. the Bookrunner becomes aware of any circumstance which
results in any of the warranties given in the Placing Agreement
being not true or inaccurate in any material respect or misleading
in any respect when given at the date of the Placing Agreement;
4. the Bookrunner becomes aware that any statement contained in
any of the Issue Documents (as defined in the Placing Agreement) is
untrue or inaccurate in any material respect or misleading in any
respect or that matters have arisen which would, if the Issue
Documents were issued at that time, constitute a material omission
therefrom or a misleading inaccuracy in any announcements released
by the Company through an RIS or other document issued to
Shareholders of the Company or otherwise to the public;
5. there is a significant change affecting any matter contained
in the Issue Documents or a matter, fact, circumstance or event
having arisen such that in the opinion of the Bookrunner a
supplementary public announcement or supplementary circular is
required to be released;
6. in the opinion of the Bookrunner any material adverse change
in the condition (financial, operational, legal or otherwise) or in
the earnings, business affairs, solvency or credit rating of the
Company and/or any other member of the Group whether or not arising
in the ordinary course;
7. in respect of Second Admission only, the Resolutions not
being passed without amendment at the General Meeting (or at any
adjournment thereof);
8. the AIM Application being refused by the London Stock Exchange;
9. the cancellation or suspension by the London Stock Exchange
of trading in the Company's securities; or
10. any of the following has occurred:
- the suspension of trading in securities generally on the
London Stock Exchange or the New York Stock Exchange trading is
limited or minimum prices established on any such exchange; or
- the declaration of a banking moratorium in London or by the US
federal or New York State authorities or any material disruption to
commercial banking or securities settlement or clearance services
in the US or the UK; or
- any change (whether or not foreseeable at the date of this
Agreement), or development involving a prospective change, in
national or international financial, economic, political,
industrial or market conditions or currency exchange rates or
exchange controls, or any incident of terrorism or outbreak or
escalation of hostilities or any declaration by the UK, the US or
any member state of the European Union of a national emergency or
war or any other calamity or crisis;
and the Bookrunner considers such events would be reasonably
likely to have an adverse effect on the financial or trading
position or the business or prospects of the Group which is
material in the context of the Group as a whole and which
materially prejudices the Company or renders the Placing
impractical or inadvisable.
If the Placing Agreement is terminated prior to First Admission
then the Placing will not occur. If the Placing Agreement is
terminated following First Admission but prior to Second Admission
then the Second Tranche Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner and that the
Bookrunner need not make any reference to Placees in this regard
and that neither the Bookrunner nor any of their respective
affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information") or has published via a Regulatory
Information Service ("Publicly Available Information") (save that
in the case of Exchange Information and Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph). 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 and/or Publicly
Available Information), representation, warranty, or statement made
by or on behalf of the Company or the Bookrunner or any other
person and neither the Bookrunner, 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 and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Bookrunner, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor the Bookrunner are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by the Bookrunner in accordance with the
standing CREST settlement instructions which they have in place
with the Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB0004526900) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Bookrunner
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement of the First Tranche Placing
Shares will be on 24 January 2020 and settlement of the Second
Tranche Placing Shares will be on 12 February 2020 unless otherwise
notified by the Bookrunner. First Admission is expected to occur by
24 January 2020 and Second Admission is expected to occur by 12
February 2020 or in either case such later time as may be agreed
between the Company and the Bookrunner, not being later than the
Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due (chargeable daily on
payments not received from Placees on the date due). The relevant
Placee will, however, remain liable and shall indemnify the
Bookrunner on demand for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Bookrunner such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which the Bookrunner lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has
fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that any form of confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Bookrunner nor the Company
will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Bookrunner (for itself and
on behalf of the Company):
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. it is relying solely on this Announcement and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor the Bookrunner, or any of their respective officers, agents, employees or affiliates will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
3. that the shares in the capital of the Company are admitted to
trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the
nature of the Company's business and the Company's most recent
balance sheet and profit and loss account and that it is able to
obtain or access such Exchange Information without undue difficulty
and is able to obtain access to such information or comparable
information concerning any other publicly traded company without
undue difficulty;
4. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
5. that the exercise by the Bookrunner of any right or
discretion under the Placing Agreement shall be within the absolute
discretion of the Bookrunner and the Bookrunner need not have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Bookrunner or the Company, or any of their respective officers,
directors or employees, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
6. that these terms and conditions represent the whole and only
agreement between it, the Bookrunner and the Company in relation to
its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement, the Exchange Information and the Publicly
Available Information (save that in the case of Exchange
Information and Publicly Available Information, a Placee's right to
rely on that information is limited to the right that such Placee
would have as a matter of law in the absence of this paragraph),
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee
agrees that neither the Company, the Bookrunner nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
7. it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained in this document and, if given or made, any
information or representation must not be relied upon as having
been authorised by the Bookrunner or the Company;
8. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(2) of the
Prospectus Regulation, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner have
been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Regulation
as having been made to such persons;
9. that neither it nor, as the case may be, its clients expect
the Bookrunner to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Bookrunner is not acting for it or its clients, and
that the Bookrunner will not be responsible for providing the
protections afforded to customers of the Bookrunner or for
providing advice in respect of the transactions described
herein;
10. that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in
the Placing and neither the Bookrunner or the Company nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested the Bookrunner, the Company or
any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them to provide
it with any such information;
11. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement, the Exchange
Information and the Publicly Available Information (save that in
the case of Exchange Information and Publicly Available
Information, a Placee's right to rely on that information is
limited to the right that such Placee would have as a matter of law
in the absence of this paragraph), such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on this
Announcement, the Exchange Information and the Publicly Available
Information;
12. that neither the Bookrunner or the Company nor any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement, the
Exchange Information or the Publicly Available Information;
13. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
14. that, unless specifically agreed with the Bookrunner, it is
not and was not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time
the undertaking to subscribe for and/or purchase Placing Shares was
given and it is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from the registration
requirements of the Securities Act and otherwise in accordance with
any applicable securities laws of any state or jurisdiction of the
United States;
15. that it is not a national or resident of Canada, Australia,
New Zealand, the Republic of Ireland, Switzerland, the Republic of
South Africa or Japan or a corporation, partnership or other entity
organised under the laws of Canada, Australia, New Zealand, the
Republic of Ireland, Switzerland, the Republic of South Africa or
Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of Ireland,
Switzerland, the Republic of South Africa or Japan or to or for the
benefit of any person resident in Canada, Australia, New Zealand,
the Republic of Ireland, Switzerland, the Republic of South Africa
or Japan and each Placee acknowledges that the relevant exemptions
are not being obtained from the Securities Commission of any
province of Canada, that no document has been or will be lodged
with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the
Placing Shares are not being offered for sale and may not be,
directly or indirectly, offered, sold, transferred or delivered in
or into Canada, Australia, New Zealand, the Republic of Ireland,
Switzerland, the Republic South Africa or Japan;
16. if it is outside the United Kingdom, neither this document
nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
17. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
18. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
19. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the Bookrunner may in its discretion
determine and without liability to such Placee;
20. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Bookrunner or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
21. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
22. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Bookrunner;
23. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
24. that, unless otherwise agreed by the Bookrunner, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA");
25. that, unless otherwise agreed by the Bookrunner, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
26. 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;
27. that any money held in an account with the Bookrunner (or
its nominees) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from the Bookrunner (or its nominee) money in accordance
with such client money rules and will be used by the Bookrunner in
the course of its own business and each Placee will rank only as a
general creditor of the Bookrunner;
28. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
29. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
30. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
of the relevant Placing Shares becomes effective;
31. that it appoints irrevocably any director of the Bookrunner
as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
32. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
33. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Bookrunner nor the Company has considered its particular
objectives, financial situation and needs;
34. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
35. that it will indemnify and hold the Company and the
Bookrunner and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Bookrunner will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Bookrunner and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Bookrunner for itself
and on behalf of the Company and will survive completion of the
Placing and Admission;
36. that time shall be of the essence as regards obligations pursuant to this Appendix;
37. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Bookrunner to provide any legal, financial, tax or
other advice to it;
38. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Bookrunner
shall notify it of such amendments;
39. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the applicable law or any
economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the
Bookrunner may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Bookrunner on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be subscribed
for and/or purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Bookrunner
may decide in its absolute discretion;
40. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA
pursuant to Prospectus Regulation Rules Instrument 2019 (FCA
2019/80);
41. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
42. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Bookrunner
in any jurisdiction in which the relevant Placee is incorporated or
in which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
43. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Bookrunner;
44. that the Bookrunner owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
45. the Bookrunner and the Company are entitled to exercise any
of their rights under the Placing Agreement or any other right in
their absolute discretion without any liability whatsoever to
them;
46. any of the Placee's clients, whether or not identified to
any Bookrunner, will remain its sole responsibility and will not
become clients of the Bookrunner for the purposes of the rules of
the FCA or for the purposes of any other statutory or regulatory
provision;
47. that the Bookrunner or any of its respective Affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares;
48. that no prospectus, admission document or other offering
document has been or will be prepared in connection with the
Placing and it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares; and
49. that if it has received any confidential inside information
concerning the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available; and
50. that the Placing is not conditional on completion of the
Acquisition and that the Acquisition is dependent on certain
conditions being satisfied and that accordingly neither the Company
nor the Bookrunner warrants or represents that the Acquisition will
complete.
The Company, the Bookrunner and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Bookrunner for themselves and on behalf of
the Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Bookrunner.
The agreement to settle a Placee's subscription and/or purchase
(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, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Bookrunner 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 and the Bookrunner in the event that any of
the Company and/or the Bookrunner have incurred any such liability
to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Bookrunner
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
expressed 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
Bookrunner or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
"Acquisition" the acquisition by Tom Merger Sub
Inc., a newly formed wholly owned
subsidiary of IG Design Group Americas,
Inc., of 100 per cent. of the equity
interest in CSS pursuant to the Merger
Agreement
"Adjusted EBITDA" non-IFRS measure, defined by Design
Group as profit/loss for the period
before interest, tax, depreciation,
amortisation and adjustments including
exceptional items and Long-Term Incentive
Plan charges
"Admission" together, First Admission and Second
Admission
"AIM" AIM, a market operated by the London
Stock Exchange
"AIM Rules" the AIM rules for companies published
by London Stock Exchange
"Announcement" this announcement, including the
Appendix
"Business Day" a day (other than a Saturday or Sunday)
on which commercial banks are open
for general business in London, England
"Canaccord Genuity" or Canaccord Genuity Limited (registered
the "Bookrunner" number 01774003)
"Company" or "Design Group" IG Design Group plc (registered number
or the "Group" 01401155)
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
"CREST Manual" the rules governing the operation
of CREST, consisting of the CREST
Reference Manual, CREST International
Manual, CREST Central Counterparty
Service Manual, CREST Rules, Registrars
Service Standards, Settlement Discipline
Rules, CREST Courier and Sorting
Services Manual, Daily Timetable,
CREST Application Procedures and
CREST Glossary of Terms (all as defined
in the CREST Glossary of Terms promulgated
by Euroclear on 15 July 1996 and
as amended since) as published by
Euroclear
"CREST member" a person who has been admitted by
Euroclear as a system member (as
defined in the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST,
a system-participant (as defined
in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"CREST sponsor" a CREST Participant admitted to CREST
as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST
as a sponsored member (which includes
all-CREST personal members)
"CSS" CSS Industries, Inc.
"Directors" or "Board" the directors of the Company
"Enlarged Group" the Company and its subsidiaries
following completion of the Acquisition
"Enterprise Value" the equity consideration to be paid
by Design Group for CSS plus CSS'
expected average net debt for the
financial year ending 31 March 2020,
which is estimated to be GBP21.7
million
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Executive Directors" being Paul Fineman, Giles Willits
and Lance Burn
"Existing Ordinary Shares" the Ordinary Shares in issue as at
20 January 2020
"First Admission" admission of the First Tranche Placing
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules which will occur at 8.00
a.m. on 24 January 2020
"First Tranche Placing" the placing of the First Tranche
Placing Shares at the Placing Price
pursuant to the Placing Agreement
"First Tranche Placing Shares" the 7,887,347 new Ordinary Shares
to be issued by the Company at the
Placing Price as part of the Placing
pursuant to the existing allotment
authority obtained by the Directors
at the 2019 Annual General Meeting
of the Company
"Form of Proxy" the form of proxy accompanying for
use at the General Meeting
"FCA" the Financial Conduct Authority of
the UK
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the general meeting of the Company
to be held at 1.00 p.m. on 11 February
2020 at No. 7 Water End Barns, Water
End, Eversholt, Bedfordshire, MK17
9EA
"London Stock Exchange" London Stock Exchange plc
"Merger Agreement" Agreement and Plan of Merger dated
as of 20 January 2020 by and among
Design Group, IG Design Group Americas,
Inc., a Georgia corporation, Tom
Merger Sub Inc., a Delaware corporation
and CSS
"Ordinary Shares" ordinary shares of 5 pence each in
the capital of the Company
"Overseas Holders" Shareholders with registered addresses
in, or who are citizens, residents
or nationals of, jurisdictions outside
the UK
"Participant ID" the identification code or membership
number used in CREST to identify
a particular CREST member or other
CREST Participant
"Placing" the proposed issue and allotment
at the Placing Price of the First
Tranche Placing Shares, and the proposed
issue and allotment at the Placing
Price of the Second Tranche Placing
Shares, as described in this Announcement
"Placing Agreement" the conditional agreement dated 20
January 2020 and made between Canaccord
Genuity and the Company in relation
to the Placing
"Placing Price" 694.0 pence per Placing Share
"Placing Shares" the First Tranche Placing Shares
and the Second Tranche Placing Shares,
being in aggregate 17,291,067 new
Ordinary Shares to be issued by the
Company pursuant to the Placing
"Prospectus Regulation Rules" the Prospectus Regulation Rules made
in accordance with the Prospectus
Regulation Rules Instrument 2019
(FCA: 2019/80)
"Resolutions" the resolutions to be proposed at
the General Meeting, as set out in
the notice of General Meeting at
the end of this Announcement
"RIS" a regulatory information service
as defined by the Listing Rules
"Second Admission" admission of Second Tranche Placing
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules which is expected to occur
at 8.00 a.m. on or around 12 February
2020
"Second Tranche Placing" the Placing of the Second Tranche
Placing Shares and which is conditional
on, inter alia, the passing of the
Resolutions
"Second Tranche Placing the 9,403,720 new Ordinary Shares
Shares" to be issued by the Company at the
Placing Price, conditional on, inter
alia, the passing of the Resolutions
"Shareholders" holders of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"US or "United States" the United States of America
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
ACQBLGDBXXDDGGG
(END) Dow Jones Newswires
January 20, 2020 11:35 ET (16:35 GMT)
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