TIDMVANL
RNS Number : 3607J
Van Elle Holdings PLC
09 April 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
9 April 2020
Van Elle Holdings plc
("Van Elle", the "Company" or the "Group")
Proposed placing to raise approximately GBP6.67 million
Equity fundraising as part of a liquidity strategy to manage
risk and position the Company to respond quickly as the market
recovers
Van Elle Holdings plc (AIM: VANL), a leading UK geotechnical
engineering company offering a wide range of ground engineering
techniques and services to customers in a variety of UK
construction end markets, announces that further to its COVID-19
update announced on 26 March 2020 (the "COVID Update"), the Company
is undertaking a placing to raise gross proceeds of approximately
GBP6.67 million (the "Placing").
Placing highlights
-- Proposed placing of up to 26,666,650 new ordinary shares of 2
pence each in the Company (the "Placing Shares"), to raise gross
proceeds of approximately GBP6.67 million
-- The net proceeds are expected to:
o provide the Company with sufficient headroom to withstand a
COVID-19 downside scenario and in conjunction with additional debt
finance which the Group is currently exploring; and
o ensure the Company is well placed and sufficiently capitalised
in order to respond quickly as its market recovers
-- The Placing is being conducted through an accelerated
bookbuild process (the "Bookbuild") which will commence immediately
following this announcement in accordance with the terms and
conditions set out in the Appendix
-- The Placing Shares represent approximately 33 per cent. of
the Company's existing issued share capital
-- The Placing Shares have been placed at a price of 25 pence
per share (the "Placing Price") which represents a discount of 21
per cent. to the closing price of 31.5 pence per share on 8 April
2020
-- Certain Directors and senior management, including Mark
Cutler, Group CEO and Graeme Campbell, CFO intend to participate in
the Placing totalling in aggregate GBP92,500
-- The timing of the close of the Bookbuild and allocation of
the new ordinary shares shall be at the absolute discretion of Peel
Hunt LLP, in consultation with the Company. The Placing is not
being underwritten.
Reasons for the Placing and Trading Update
As set out in the COVID Update, the impact of the pandemic and
the response measures taken by the UK Government are having a
significant and direct impact on the Group. It was noted that many
customer sites, particularly in housing and regional construction
sectors, had closed and some suppliers had suspended their
operations. The Board anticipated that further temporary closures
may occur and operational disruption would continue, and in the
period since the COVID Update, the Company has experienced further
disruption to trading and its supply chain. It is now expected that
these market conditions will result in a significant reduction in
Group revenues in the period from March to May, and visibility over
the recovery profile remains unclear at this time.
In the period since mid-March, activity levels have been
impacted to varying degrees across the Group's key end markets.
Whilst all of the Group's housebuilding sites are currently closed,
most infrastructure (road and rail) sites remain active, albeit
with increased logistical challenges in order to comply with best
working practices and widespread materials disruption. In the
regional construction sector, many sites are closed however there
are indications that certain of these sites are re-opening on a
carefully managed basis.
The Board has been quick to identify a number of cost management
initiatives to conserve cash and manage liquidity during this
period of uncertainty, which it is implementing. These initiatives
include:
-- the furloughing of over 200 staff (representing approximately
40% of the Group's workforce);
-- the introduction of part time working together with a recruitment freeze;
-- a 20 per cent. temporary pay reduction for the Board and the executive team;
-- working to agree deferral of payments with suppliers where possible;
-- the temporary closure of the Group's precast concrete factory
together with an associated inventory reduction programme;
-- a freeze on non-essential capital expenditure and research and development expenditure;
-- negotiations into deferral of rent, rates and hire purchase
payments, where appropriate; and
-- a review of potentially saleable surplus property and rig assets.
Taken together and in the context of reduced cash flow incomes
from lower revenues, the Board estimates that measures it is taking
could result in compensatory cashflow improvements of approximately
GBP5.3 million for the financial year ended 30 April 2021
(FY21).
In order to assess the potential impact of the COVID 19
situation on the Group, the Board has modelled a series of
scenarios to reflect what it believes to be the range of potential
outcomes for financial performance in FY21. Based on its current
assessment of the short-term outlook and informed by customer
discussions, the Board's mid-case assumptions envisage that Group
revenue would be approximately 25% below its plan for FY21. This
assumes that Group revenue levels reduce to 40% of plan in May 2020
before recovering to approximately 80% in September 2020 and being
maintained at around this level for the remainder of the year.
As part of this exercise, the Group has also modelled a downside
case which reflects the impact of a more severe and extended period
of disruption than currently expected (the 'Downside Case'). Under
the Downside Case, Group revenue for FY21 is assumed to be below
60% of planned levels. In this scenario, Group revenue would reduce
to a low of approximately 30% of plan in May, before recovering
gradually to approximately 65% of plan for the second half. In each
scenario, the impact of this reduced revenue, offset in part by the
mitigating actions the Board believes are within its control, are
reflected in reduced profitability and cash generation
expectations.
As at 31 March 2020, the Company had cash on hand of GBP4.0
million, a GBP0.9 million term loan repayable in August 2020 and an
undrawn overdraft facility of GBP2.5 million. The overdraft
facility currently expires on 30 June 2020, however negotiations
have commenced with its lending bank with the intention of agreeing
an extension of this facility. In addition, the Board believes the
Group should be able to leverage its unencumbered plant &
equipment and working capital asset base to secure additional
financing of at least GBP5m. The Group is actively exploring such
arrangements, including asset-backed and invoice discounting
facilities, which will form part of its long-term capital structure
strategy and support Van Elle's growth strategy.
Whilst the Board expects to negotiate new facilities in due
course, it does not believe it is appropriate either to rely on
this in the short term given the uncertainty presented by the
current backdrop or to take on debt which would leave the Company
excessively leveraged as it emerges from the period of reduced
activity. As such, the Company is today undertaking an equity
fundraising to provide additional financial flexibility in the
short term and to work to ensure that the Group has sufficient
liquidity headroom, even under a Downside Case scenario. The Board
believes that any incremental financing secured by the Group in the
coming months would provide further liquidity headroom and capacity
to support growth investment as its markets recover. Over the
medium term the Board is committed to maintaining a conservative
capital structure with a long-term leverage target of < 1.5x net
debt/EBITDA.
Whilst the recovery profile remains unclear at present, the
Board believes that the long-term opportunity for the Group remains
significant. Van Elle is one of the UK's largest ground engineering
contractors, with a strong market position and brand recognition,
delivering approximately 1,000 projects annually.
Approximately 50% of the Group's revenue is normally derived
from the residential market, which is underpinned by a number of
structural growth factors, as well as an evolution in construction
methods. Van Elle has longstanding relationships with major UK
house builders which, together with its broad offering and
proprietary products, leave it well positioned in this sector. A
further 30% of Group revenue is derived from infrastructure related
projects. In this area, Van Elle is a recognised leader in ground
engineering with a strong market position. As such the Group sees
significant opportunity from both large-scale investment programmes
(including Network Rail's CP6 programme, Highways England's RIS2
and High Speed 2) as well as ongoing regional infrastructure
requirements.
The Group has an extensive rig fleet, having invested
approximately GBP50m in recent years. This provides the Group with
the capability to support increased activity levels and with a low
level of further investment required in the next three years.
Prior to the onset of the COVID-19 situation, the Board believes
that good progress had been made in strengthening the Group's
operational and commercial capability. The new management team have
a clear strategy for the Group, with many initiatives already
implemented. As construction markets recover from the current
situation, the Board believes that the Group has the potential to
capitalise on the opportunities in front of it, with medium term
objectives for revenue growth of 5-10% per annum, underlying
operating margins of 7-8% and a return on capital employed of
15-20%.
As set out in the COVID Update, the Board decided to cancel the
interim dividend declared in January as part of its liquidity
focussed response to the current backdrop. Given the inherent cash
generation capability of the Group, the Board recognises the
importance of dividends as part of the overall shareholder value
proposition for Van Elle and will continue to keep the situation
under review. On the basis of a strengthened financial position and
a recovery in the Group's markets and trading performance, the
Board would expect to reinstate an appropriate and meaningful
dividend once this period of disruption has passed, supporting the
Board's confidence in the long-term prospects for the Group.
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) ("MAR") prior to its release as part
of this announcement and is disclosed in accordance with the
Company's obligations under Article 17 of those Regulations.
For further information please contact:
Van Elle Holdings plc Tel: 01773 580 580
Mark Cutler, Chief Executive
Graeme Campbell, Chief Financial Officer
Peel Hunt LLP - Nominated Adviser and Tel: 020 7418 8900
Broker
Jock Maxwell Macdonald
Sohail Akbar
Mike Bell
Edward Allsopp
Instinctif Partners - Financial PR Tel: 020 7457 2020
Mark Garraway
James Gray
Rosie Driscoll
About Van Elle
Van Elle is one of the UK's largest ground engineering
contractors offering a wide range of ground engineering techniques
and services to customers in a variety of UK construction end
markets, delivering over 1,000 projects annually. The business was
founded in 1984 and admitted to trading on AIM in 2016.
Van Elle operates end-to-end solutions across three distinct
business divisions:
General Piling : this division delivers drilled, augered, bored
and driven piling solutions to customers in a broad range of end
markets;
Specialist Piling : this division provides piling solutions in
environments with access and operational constraints which require
the use of specialist piling rigs and techniques, including
on-track rail environments; and
Ground Engineering services : this division comprises the
housing division, including the Smartfoot modular foundation system
and Strata, the Geotechnical division.
The Company is focussed on three key growth markets:
Residential, Infrastructure and Regional Construction.
Details of the Placing
The Company is proposing to raise approximately GBP6.67 million
(before expenses) pursuant to the Placing. The price per Placing
Share is 25 pence.
The Placing will be conducted by Peel Hunt in accordance with
the terms and conditions set out in the Appendix to this
Announcement. The Bookbuild will determine demand for, and
participation in, the Placing. The Bookbuild will commence
immediately following this Announcement and is expected to close
later today.
The timing of the close of the Bookbuild is at the absolute
discretion of Peel Hunt, in consultation with the Company, and Peel
Hunt reserves the right to close the Bookbuild process earlier or
later without further notice. The allocations will be determined by
Peel Hunt in its absolute discretion, in consultation with the
Company, and will be confirmed orally by Peel Hunt following the
close of the bookbuilding process. A further announcement will then
be made as soon as practicable following the completion of the
Bookbuild. The Placing is not being underwritten.
The Placing is conditional, inter alia, upon:
-- The Company having complied with its obligations under the
placing agreement which has been entered into between the Company
and Peel Hunt (the "Placing Agreement") and certain documentation
relating to the cashbox placing (as discussed below) to the extent
that such obligations are required to be performed on or prior to
Admission;
-- The delivery to the Company of certain customary documentation;
-- The publication of the results of the Placing via a
regulatory information service by no later than 4.00 p.m. on 9
April 2020 (as soon as reasonably practicable thereafter); and
-- Admission of the Placing Shares taking place no later than
08.00 a.m. on 15 April 2020 (or such later time and/or date as Peel
Hunt may agree but in any event not later than 8.00 a.m. on 7 May
2020.
If any of the conditions are not satisfied or waived, the
Placing shares will not be issued and all monies received from
participants in the Placing ("Placees") will be returned to them
(at the Placees' risk and without interest) as soon as
possible.
The Placing Agreement contains customary warranties given by the
Company to Peel Hunt as to matters relating to the Company and its
business and a customary indemnity from the Company to Peel Hunt in
respect of liabilities arising out of or in connection with the
Placing. The Placing Agreement also contains customary rights of
termination which could enable Peel Hunt to terminate the Placing
prior to Admission in certain limited circumstances. Further
information on the Placing Agreement is set out in the Appendix to
this Announcement.
The Placing Shares will represent approximately 33 per cent. of
the existing issued share capital and will, when issued, be
credited as fully paid and will rank, pari passu, in all respects
with the Company's existing ordinary shares including the right to
receive all dividends and other distributions declared, made or
paid in respect of such shares after the date of issue of the
Placing Shares.
The Placing is to be effected by way of a non-pre-emptive
cashbox placing. The structure has been chosen as it minimises
cost, time to completion and use of management time at an important
and unprecedented time for the Company. Certain members of the
Board have consulted with the Company's major institutional
investors ahead of the release of this Announcement. The Board has
concluded the Placing is in the best interests of shareholders and
wider stakeholders and will promote the success of the Company.
This conclusion has been endorsed by that consultation. An
additional benefit of using a cashbox structure over a conventional
structure is that some of the cash received by the Company can be
accounted for as distributable reserves.
Admission, Settlement and CREST
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and it is expected
that Admission will become effective and that trading will commence
in the new ordinary shares at 08.00 a.m. on 15 April 2020.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic rather than paper form. The
Ordinary Shares are already admitted to CREST and therefore the
Placing Shares will also be eligible for settlement in CREST. The
Placing Shares due to uncertificated holders are expected to be
delivered in CREST on 15 April 2020.
IMPORTANT NOTICE
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
No action has been taken by the Company or Peel Hunt or any of
their respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants, persons connected with them as
defined in FSMA (as defined below) (together, "Affiliates") that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this Announcement
are required to inform themselves about and to observe any
restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation"), (B) if in the United Kingdom, qualified investors who
have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or fall within the
definition of "high net worth companies, unincorporated
associations etc." in Article 49(2)(a) to (d) of the Order or (C)
persons to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement or the Placing
relate is available only to Relevant Persons and will be engaged in
only with Relevant Persons. As regards all persons other than
Relevant Persons, the details of the Placing set out in this
Announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
None of the information in this Announcement has been independently
verified or approved by Peel Hunt or any of its Affiliates.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the London Stock Exchange or
applicable law, the Company and Peel Hunt and their respective
Affiliates undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for
no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company or Peel Hunt
or by their respective Affiliates as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. The price and value of securities can go
down as well as up. Past performance is not a guide to future
performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety and to be making such offer to acquire Placing
Shares on the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED
JURISDICTIONS").
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL
HUNT WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA WHO ARE "QUALIFIED INVESTORS" FALLING WITHIN THE MEANING OF
ARTICLE (2)(E) OF THE PROSPECTUS REGULATION; (B) IF IN THE UNITED
KINGDOM, TO QUALIFIED INVESTORS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19 (5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO
(D) OF THE ORDER OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY
BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Peel Hunt or
their respective Affiliates as to, or in relation to, the accuracy
or completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities
Act") or under the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States.
The Placing Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act. Persons receiving this
Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it or any part of
it in or into the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer or invitation to buy
or subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No copy or part of this
Announcement or the information contained in it may be published or
distributed, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
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; 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 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 or South Africa or any other jurisdiction outside the United
Kingdom.
No action has been taken by the Company, Peel Hunt or any of
their respective Affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company and
Peel Hunt to inform themselves about, and observe, any such
restrictions.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt, is authorised and regulated in the United Kingdom by
the Financial Conduct Authority ("FCA"), is acting exclusively for
the Company and for no one else in connection with the Placing and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing, or any other matters referred to
in this Announcement.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and
subject to the conditions set out in this Announcement and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Peel Hunt. Pursuant to the Placing Agreement, Peel Hunt has agreed,
subject to the terms set out in such agreement, as agent for and on
behalf of the Company, to use its reasonable endeavours to procure
Placees for the Placing Shares. Peel Hunt will today commence the
Bookbuild to determine demand for participation in the Placing by
Placees. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing. The
Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company (the "Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Peel Hunt will
subscribe for ordinary shares and fixed rate redeemable preference
shares in Project Voyager Funding Limited for an amount
approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration for the transfer of the ordinary shares
and fixed rate redeemable preference shares in Project Voyager
Funding Limited that will be issued to Peel Hunt.
Application for Admission
Application will be made to London Stock Exchange plc for
admission of the Placing Shares to trading on AIM ("Admission").
Admission is expected to become effective on or around 15 April
2020 (or such later date as Peel Hunt may agree as the date for
Admission but in any event not later than 7 May 2020) and dealings
in the Placing Shares will commence on the same day.
Principal terms of the Placing
1 Peel Hunt is acting as bookrunner, broker and agent of the
Company in connection with the Placing on the terms and subject to
the conditions of the Placing Agreement.
2 Participation in the Bookbuild will only be available to
persons who may lawfully be, and are, invited by Peel Hunt to
participate. Peel Hunt and any of its Affiliates are entitled to
enter bids in the Bookbuild as principal.
3 The price per Placing Share (the "Placing Price") will be 25
pence and will be payable to Peel Hunt (as agent for the Company)
by all Placees. No commissions will be paid to Placees or by the
Placees in respect of any Placing Shares.
4 The completion of the Bookbuild will be determined by Peel
Hunt in its absolute discretion following consultation with the
Company and the results of the Placing shall then be announced on a
Regulatory Information Service as soon as is practicable following
completion of the Bookbuild.
5 To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Peel Hunt. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe
for.
6 The Bookbuild is expected to close later today but may be
closed earlier or later at the absolute discretion of Peel Hunt in
consultation with the Company. Peel Hunt may, in agreement with the
Company, accept bids either in whole or in part that are received
after the Bookbuild has closed and allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after time.
7 Each prospective Placee's allocation will be determined by
Peel Hunt in its absolute discretion following consultation with
the Company and will be confirmed orally or in writing by Peel Hunt
to such Placees, and a trade confirmation will be dispatched as
soon as practicable thereafter and the terms and conditions of this
Appendix will be deemed incorporated into the trade
confirmation.
8 Peel Hunt's oral and/or written confirmation to any person of
an allocation of Placing Shares will give rise to an immediate,
separate, irrevocable and legally binding commitment by that
person, in favour of Peel Hunt and the Company, under which it
agrees and is obligated to (i) acquire the number of Placing Shares
allocated to it and (ii) pay Peel Hunt (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares allocated to it and that the
Company has agreed to allot and issue to that Placee, 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
Peel Hunt's consent, such commitment will not be capable of
variation or revocation after the time at which it is submitted.
The Company will make a further Announcement following the close of
the Bookbuild detailing the number of Placing Shares for which
Placees have been procured. Each Placee's obligation will be owed
to the Company and to Peel Hunt.
9 Subject to paragraphs 4 and 5 above, Peel Hunt may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine.
10 The Company reserves the right (upon agreement with Peel
Hunt) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
11 Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with Peel Hunt's
consent will not be capable of variation or revocation after the
time at which it is submitted.
12 Except as required by law or regulation, no press release or
other announcement will be made by Peel Hunt 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.
13 Irrespective of the time at which the Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time on the basis explained below
under "Registration and Settlement".
14 All obligations under the Placing will be subject to
fulfilment (or where applicable, waiver) of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Rights to
terminate under the Placing Agreement".
15 By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
16 To the fullest extent permissible by law and applicable FCA
rules, neither Peel Hunt nor any of its Affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person other than the
Company whether acting on behalf of a Placee or otherwise. In
particular, neither Peel Hunt nor any of its Affiliates shall have
any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of their conduct of the Placing or of
such alternative method of effecting the Placing as Peel Hunt and
the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Peel Hunt under the Placing Agreement are
conditional, inter alia, on the following "Conditions":
1 the Company having complied with its obligations under the
Placing Agreement in so far as they are required to be performed
prior to Admission;
2 the delivery to the Company of certain customary documentation;
3 the placing supplement in the form appended to the Placing
Agreement having been executed by the Company and Peel Hunt by no
later than 12.00 noon (London Time) on today's date, being 9 April
2020;
4 the publication by the Company of the announcement of the
Placing Price through a Regulatory Information Service by 4.00 p.m.
on the day of the execution of the placing supplement (or such
other later time and date as Peel Hunt may determine); and
5 Admission taking place not later than 8.00 a.m. on 15 April
2020 (or such later date as Peel Hunt may agree as the date for
Admission but in any event not later than 8.00 a.m. on 7 May
2020).
If any of the conditions becomes incapable of being fulfilled
(and, to the extent permitted under the Placing Agreement, is not
waived) or shall not have been satisfied in all respects in each
case by the relevant time and date specified in the Placing
Agreement (or such later time and / or date as the Company and / or
Peel Hunt may agree), the Placing Agreement shall terminate. In the
event that the Placing Agreement terminates in this manner, or if
the Placing Agreement is terminated in any of the circumstances
specified below under "Rights to terminate under the Placing
Agreement", the Placing will lapse and each Placee's rights and
obligations hereunder shall cease and terminate at such time and no
claim may be made by a Placee in respect thereof. Neither the
Company, nor Peel Hunt nor any of their respective Affiliates shall
have any liability to any Placees (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 in the
Placing Agreement or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Company and/or
Peel Hunt.
Peel Hunt may in its absolute discretion extend or waive
compliance by the Company with the whole or any part of certain of
the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only (i) if any of the
conditions in the Placing Agreement becomes incapable of being
fulfilled or shall not have been satisfied or (to the extent
capable of being waived) waived by the date specified therein (or
such later time and/or date as the Company and / or Peel Hunt may
agree), or (ii) in the circumstances described below under "Rights
to terminate under the Placing Agreement", and will not be capable
of rescission or termination by the Placee.
Rights to terminate under the Placing Agreement
Peel Hunt may, at any time before Admission, terminate its
obligations under the Placing Agreement by giving notice to the
Company if it shall come to the attention of Peel Hunt that, inter
alia:
1 the application for Admission is refused by the London Stock
Exchange or, in the opinion of Peel Hunt in pursuant of its duties
as nominated adviser, will not be granted;
2 any statement contained in this Announcement or certain of the
other documents delivered in relation to the Placing is or has
become untrue or incorrect or misleading, or any matter has arisen
which would (if the documents delivered in relation to the Placing
were issued or entered into at that time) constitute a material
omission from the Announcement or such other documents and which
Peel Hunt considers to be material and adverse in the context of
the Admission;
3 any of the warranties in the Placing Agreement was breached or
was untrue, inaccurate or misleading when made and / or that any of
the warranties in the Placing Agreement have ceased to be true or
accurate or has become misleading in each case by reference to the
facts and circumstances subsisting at that time;
4 the Company or JerseyCo has not complied with, or cannot
comply, with any of its obligations under the Placing Agreement or
any of the Placing Documents and / or the Transaction Documents
(each as defined in the Placing Agreement) or otherwise relating to
the Placing and Admission;
5 there are any facts or circumstances existing giving an
entitlement on the part of Peel Hunt, its parent undertakings and
subsidiary undertakings (as those terms are defined in the
Companies Act 2006) to make a claim under the indemnity given
pursuant to clause 11.1 of the Placing Agreement, in each case in
any respect which, in the opinion of Peel Hunt, is material and
adverse in the context of the Placing and Admission;
6 in the opinion of Peel Hunt, a Material Adverse Change (as
defined in the Placing Agreement) has occurred (whether or not
forseeable at the date of the Placing Agreement); or
7 in the opinion of Peel Hunt there has occurred (i) a Material
Adverse Change in the financial markets of the United Kingdom, the
United States, any member states of the European Union or
international financial markets, (ii) any outbreak of hostilities
or escalation thereof or act or incidence of terrorism or other
calamity or crisis, national or international emergency or war,
(iii) any change (or development involving a prospective change) in
national or international monetary, political, financial or
economic conditions, or currency exchange rates or foreign exchange
controls or in market sentiment, or (iv) any other crisis of
international or national effect (including, but not limited to, in
the opinion of Peel Hunt, a significant worsening of the situation
relating to COVID-19 in the United Kingdom), which in any such case
would, in the opinion of Peel Hunt, be likely to prejudice the
success of the Placing, dealings in the Placing Shares following
Admission (as the case may be) or which makes it impractical or
inadvisable to proceed with the Placing and / or Admission in the
manner contemplated in this Announcement.
Upon termination, the Company and Peel Hunt shall be released
and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that the
exercise by Peel Hunt of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Peel Hunt and that Peel Hunt will not need to make
any reference to the Placees in this regard and that, to the
fullest extent permitted by law, Peel Hunt and the Company (or the
Company's directors, officers or employees) shall not have any
liability whatsoever to the Placees in connection with any such
exercise.
No prospectus
No offering document or prospectus has been or will be prepared,
submitted or approved by the FCA in relation to the Placing and no
such prospectus is required to be published and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information previously
published by or on behalf of the Company by notification to a
Regulatory Information Service and subject to the further terms set
forth in the trade confirmation to be provided to individual
prospective Placees.
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 to Peel Hunt and the
Company that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Peel
Hunt (other than the amount of the relevant Placing participation
in the oral and/or written confirmation given to Placees and the
trade confirmation referred to above) or any of its Affiliates, any
persons acting on its behalf or the Company and neither Peel Hunt
nor any of its Affiliates, nor any persons acting on behalf of the
foregoing, nor the Company will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons).
By participating in the Placing, each Placee acknowledges, and
agrees with Peel Hunt, for itself and as agent for the Company
that, except in relation to the information obtained in this
Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BYX4TP46) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by Peel Hunt and
is expected to occur on 15 April 2020. Peel Hunt reserves the right
to require settlement for and delivery of the Placing Shares to
Placees by such other means that it deems necessary, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Peel Hunt stating the number of Placing Shares
allocated to it, the Placing Price, the aggregate amount owed by
such Placee to Peel Hunt and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing
CREST or certificated settlement instructions that it has in place
with Peel Hunt.
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Peel Hunt's receipt of payment in
full for such Placing Shares by the relevant time to be stated in
the written confirmation referred to above, or by such later time
and date as Peel Hunt and the Company may in their absolute
discretion determine, or otherwise in accordance with that
confirmation's terms.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any Placing Shares to the fullest extent
permitted under its articles of association or otherwise by law and
to the extent that such Placee then has any interest in or rights
in respect of any Placing Shares; (iii) the Company or Peel Hunt
may sell (and each of them is irrevocably authorised by such Placee
to do so) all or any Placing Shares on such Placee's behalf and
then retain from the proceeds, for the account and benefit of the
Company or, where applicable, Peel Hunt (a) any amount up to the
total amount due to it as, or in respect of, subscription monies,
or as interest on such monies, for any Placing Shares, (b) any
amount required to cover any stamp duty or stamp duty reserve tax
(together with any interest or penalties) arising on the sale of
such Placing Shares on such Placee's behalf, and (c) any amount
required to cover dealing costs and/or commissions necessarily or
reasonably incurred by it in respect of such sale; and (iv) such
Placee shall remain liable to the Company (and to Peel Hunt) for
the full amount of any losses or shortfall and of any costs which
it may suffer or incur as a result of it (a) not receiving payment
in full for such Placing Shares by the required time, and/or (b)
the sale of any such Placing Shares to any other person at whatever
price and on whatever terms actually obtained for such sale by or
for it. By communicating a bid for Placing Shares, each Placee
confers on Peel Hunt all such authorities and powers necessary to
carry out any such sale under this paragraph and agrees to ratify
and confirm all actions which Peel Hunt lawfully takes in pursuance
of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Peel Hunt nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1 represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms and conditions of the Placing as referred to and
included in this Announcement (including this Appendix);
2 acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing and that it has
not received and will not receive a prospectus or other offering
document in connection with the Placing or the Placing Shares;
3 acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the
London Stock Exchange (collectively "Exchange Information"), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss
account, and that it is able to obtain or access such information
or comparable information concerning any other publicly traded
company without undue difficulty;
4 represents and warrants that it has made its own assessment of
the Company, the Placing Shares and the terms and conditions of the
Placing and has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing and has satisfied itself that the
information is still current;
5 agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Peel Hunt, their Affiliates and any person
acting on behalf of any of the foregoing from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach by it of
the representations, warranties, acknowledgements, agreements and
undertakings in this Announcement including this Appendix and
further agrees that the provisions of this Announcement including
this Appendix shall survive after completion of the Placing;
6 acknowledges that neither Peel Hunt nor any of its Affiliates
nor any person acting on behalf of any of the foregoing has
provided, and will not provide it with, any material or information
regarding the Placing Shares or the Company; nor has it requested
Peel Hunt or any of its Affiliates or any person acting on their
behalf to provide it with any such material or information;
7 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither Peel
Hunt nor any of its Affiliates nor any person acting on behalf of
any of the foregoing will be responsible for or shall have any
liability for any information, representation or statement relating
to the Company contained in this Announcement or any information
previously published by or on behalf of the Company and neither
Peel Hunt nor any of its Affiliates nor any person acting on behalf
of any of the foregoing will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing to subscribe for Placing Shares is
the information contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has relied on its own investigation with respect to the
Placing Shares and the Company in connection with its decision to
subscribe for Placing Shares and acknowledges that it is not
relying on any investigation that Peel Hunt, any of its Affiliates
or any person acting on behalf of any of the foregoing may have
conducted with respect to the Placing Shares or the Company and
none of such persons has made any representations to it, express or
implied, with respect thereto;
8 represents and warrants that it has knowledge and experience
in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for
Placing Shares. It further represents and warrants that it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain, a complete loss in connection with
the Placing. It also represents and warrants that it has had
sufficient time to consider and has conducted its own investigation
with respect to the offer and subscription for Placing Shares,
including the tax, legal and other economic considerations, and has
relied upon its own examination and due diligence of the Company
and its affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
9 represents and warrants that it has not relied on any
confidential price sensitive information concerning the Company in
making its investment decision to participate in the Placing and is
not purchasing the Placing Shares on the basis of material
non-public information or inside information (as defined under the
Market Abuse Regulation (EU 596/2014) ("MAR");
10 represents and warrants that it has the funds available to
pay for the Placing Shares it has agreed to subscribe for and
acknowledges, agrees and undertakes that it will pay the total
subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other placees or
sold at such price as Peel Hunt may determine;
11 acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Peel Hunt, its Affiliates or any person acting on behalf of any
of the foregoing and understands that (i) neither Peel Hunt nor any
of its Affiliates nor any person acting on behalf of any of the
foregoing has or shall have any liability for public information or
any representation; (ii) neither Peel Hunt nor any of its
Affiliates nor any person acting on behalf of any of the foregoing
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of this Announcement or otherwise; and (iii) neither Peel Hunt
nor any of its Affiliates nor any person acting on behalf of any of
the foregoing makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of this Announcement or
otherwise;
12 represents and warrants that (i) it is entitled to acquire
Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement including this Appendix)
which may be required thereunder and has complied with all
necessary formalities; (iii) it has all necessary capacity and
authority and is entitled to commit to participation in the Placing
and to perform its obligations in relation thereto and will honour
such obligations, and to make the representations and agreements
contained on this Appendix; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in the Placing
in any territory; (v) it has not taken any action which will or may
result in the Company, or Peel Hunt or any of its Affiliates or any
person acting on behalf of any of the foregoing being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing and (vi) if it is a pension fund or
investment company it is aware of and acknowledges that it is
required to comply with all applicable laws and regulations with
respect to its subscription for Placing Shares;
13 represents and warrants that it is outside of the United
States and is otherwise acquiring the Placing Shares in an
"offshore transaction" meeting the requirements of Regulation S
under the Securities Act;
14 represents and warrants that it is not, and any person who it
is acting on behalf of is not, and at the time the Placing Shares
are subscribed will not be, a resident of, or with an address in
any Restricted Jurisdiction, and it acknowledges and agrees that
the Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of any
Restricted Jurisdiction and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
15 represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area other
than "qualified investors" as defined in Article 2(e) of the
Prospectus Regulation or persons in the United Kingdom other than
Relevant Persons, or in circumstances in which the prior consent of
Peel Hunt has been given to the offer or resale;
16 represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in the
United Kingdom or any member state of the European Economic Area
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in the United Kingdom within the
meaning of section 85(1) of FSMA or an offer to the public in a
member state of the European Economic Area within the meaning of
the Prospectus Regulation;
17 represents and warrants that it has not been engaged to
subscribe for the Placing Shares on behalf of any other person who
is not a qualified investor unless the terms on which it is engaged
enable it to make decisions concerning the acceptance of offers of
transferable securities on the client's behalf without reference to
the client as described in section 86(2) of FSMA;
18 represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA and it acknowledges and agrees that
this Announcement has not been approved by Peel Hunt in its
capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if
it was made or approved as a financial promotion by an authorised
person;
19 represents and warrants that it is aware of, has complied
with and will comply with all applicable laws with respect to
anything done by it, or on its behalf, in relation to the Placing
Shares (including, without limitation, all relevant provisions of
FSMA and the Financial Services Act 2012) in respect of anything
done in, from or otherwise involving the United Kingdom;
20 represents and warrants that it is aware of and has complied
with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and related or similar rules, regulations
or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
Regulations") and, if it is 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
Money Laundering Regulations;
21 represents and warrants that if it is in a Member State of
the European Economic Area or the United Kingdom, it is a Relevant
Person. For such purposes, it undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business only;
22 represents and warrants that its participation in the Placing
would not give rise to an offer being required to be made by it, or
any person with whom it is acting in concert, pursuant to Rule 9 of
the City Code on Takeovers and Mergers;
23 undertakes that it (and any person acting on its behalf) will
pay for the Placing Shares acquired by it in accordance with this
Announcement on the due time and date set out in this Announcement
or any trade confirmation issued pursuant to this Announcement
against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other Placees or sold as
either Peel Hunt or the Company may, in their absolute discretion,
determine and it will remain liable for any shortfall of the net
proceeds of such sale below the Placing proceeds of such Placing
Shares and may be required to bear any costs, commissions, stamp
duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
24 acknowledges that if it has received any confidential price
sensitive information (including inside information as defined
under MAR) about the Company in advance of the Placing, it warrants
that it has received such information within the market soundings
regime provided for in Article 11 of MAR and has not: (a) dealt in
the securities of the Company; (b) encouraged or required another
person to deal in the securities of the Company; or (c) disclosed
such information to any person, prior to the information being made
publicly available;
25 acknowledges that it is aware of its obligations regarding
insider dealing, including, without limitation, as contained within
in the Criminal Justice Act 1993 and MAR, and confirms that it has
and will continue to comply with those obligations;
26 acknowledges that neither Peel Hunt nor any of its Affiliates
nor any person acting on behalf of any of the foregoing is making
any recommendations to it or advising it regarding the suitability
or merits of any transaction it may enter into in connection with
the Placing, and that neither Peel Hunt nor any of its Affiliates
nor any person acting on behalf of any of the foregoing has any
duties or responsibilities to it for providing advice in relation
to the Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Peel Hunt's rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
27 acknowledges that it irrevocably appoints Peel Hunt and any
of its duly authorised officers as its agent for the purposes of
executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares agreed to be taken up by it
under the Placing;
28 represents and warrants that any person who confirms to Peel
Hunt on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises Peel Hunt to notify the Placee's name
to the Company's registrar, has authority to do so on behalf of the
Placee;
29 acknowledges that the agreement to settle each Placee's
allocation of Placing Shares (and/or the allocation of a person for
whom it is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable
and the Placee agrees that it shall be responsible for such stamp
duty or stamp duty reserve tax, and acknowledges that neither the
Company nor Peel Hunt will be responsible. If this is the case, the
Placee should take its own advice and notify Peel Hunt
accordingly;
30 represents and warrants that it, or the person specified by
it for registration as a holder of the Placing Shares, 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), if
any, payable on acquisition of any of the Placing Shares or the
agreement to subscribe for the Placing Shares and acknowledges and
agrees that none of Peel Hunt, the Company, any of their respective
Affiliates nor any person acting on behalf of any of the foregoing
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing, and agrees to indemnify the Company
and Peel Hunt on an after-tax basis in respect of the same, on the
basis that the Placing Shares will be allotted to the CREST stock
account of Peel Hunt who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing
settlement instructions;
31 acknowledges that the Placing Shares will be issued subject
to the terms and conditions set out in this Announcement (including
this Appendix);
32 acknowledges that in order to ensure compliance with the
Money Laundering Regulations, Peel Hunt (for itself and as agent on
behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Peel Hunt or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Peel Hunt's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form, may be retained at Peel Hunt's
or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity, Peel Hunt (for itself and as agent on
behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
33 acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Peel Hunt, any money held in
an account with Peel Hunt on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA
made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from Peel Hunt's
money in accordance with the client money rules and will be used by
Peel Hunt in the course of its business; and the Placee will rank
only as a general creditor of Peel Hunt;
34 acknowledges and understands that the Company, Peel Hunt and
others will rely upon the truth and accuracy of the foregoing
agreements, acknowledgements, representations, warranties,
agreements and undertakings which are given to Peel Hunt and the
Company and are irrevocable;
35 acknowledges that time is of the essence as regard its
obligations in respect of its participation in the Placing under
these terms and conditions;
36 acknowledges that the basis of allocation will be determined
by Peel Hunt in its absolute discretion in consultation with the
Company. The right is reserved to reject in whole or in part and/or
scale back any participation in the Placing;
37 irrevocably authorises the Company and Peel Hunt to produce
this Announcement pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth in this Announcement;
38 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement including this
Appendix will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
39 acknowledges that Peel Hunt, and its Affiliates, acting as an
investor for its or their own account(s) may subscribe for and/or
purchase Placing Shares and, in that capacity may retain, purchase,
offer to sell or otherwise deal for its or their own account(s) in
the Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Peel Hunt and/or any of its Affiliates acting as
investors for their own account(s). Each Placee further
acknowledges that Peel Hunt and its Affiliates may enter into
financing arrangements and swaps with investors in connection with
which Peel Hunt and any of its Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither Peel Hunt nor the Company
intend to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
40 if it is subscribing for the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts; and
41 acknowledges that its participation in the Placing, these
terms and conditions and any contractual or non-contractual
obligations arising out of, or in relation to thereto, shall be
governed by and construed in accordance with English law and that
the courts of England shall have exclusive jurisdiction to hear and
decide any proceedings which may arise out of or in connection with
these terms and conditions, except that enforcement proceedings in
respect of the Placee's obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken
by Peel Hunt or the Company in any jurisdiction.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Peel Hunt (for their own benefit and, where relevant, the
benefit of their respective Affiliates) and any person acting on
their behalf and are irrevocable.
No claim shall be made against the Company, Peel Hunt or their
respective Affiliates or any other person acting on behalf of any
of the foregoing by a Placee to recover any damage, cost, charge or
expense which it may suffer or incur by reason of or arising from
the carrying out by it of the work to be done by it pursuant to
this Announcement or the performance of its obligations pursuant to
this Announcement or otherwise in connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Peel Hunt 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 stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Peel Hunt in the event that
either of the Company and/or either of Peel Hunt has incurred any
such liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Peel Hunt shall notify the Placees and any person acting
on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Peel Hunt does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
The rights and remedies of Peel Hunt and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Each Placee may be asked to disclose in writing or orally to
Peel Hunt:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the 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 retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Company's ordinary
shares may decline and investors could lose all or part of their
investment; the Company's ordinary shares offer no guaranteed
income and no capital protection; and an investment in the
Company's ordinary shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (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.
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
ROIKZGGDRLRGGZG
(END) Dow Jones Newswires
April 09, 2020 05:01 ET (09:01 GMT)
Grafico Azioni Van Elle (LSE:VANL)
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