TIDMINCE
RNS Number : 8166Z
Ince Group PLC (The)
15 January 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE
TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF THE INCE GROUP PLC IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU)
NO. 596/2014 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
15 January 2020
The Ince Group plc
("Ince" or the "Company" or the "Group")
Proposed Placing to raise a minimum of GBP12 million
Proposed Open Offer to raise up to GBP2 million
Proposed Staff Offer to raise up to GBP2 million
The Ince Group plc (AIM: INCE), the international legal and
professional services company, is pleased to announce a proposed
placing by way of an accelerated bookbuild to raise a minimum of
GBP12 million (before expenses) via a conditional placing of new
Ordinary Shares ("Placing Shares") at a price of 45p per new
Ordinary Share ("Issue Price") to institutional investors (the
"Placing").
Ince further announces that it proposes to raise up to GBP2
million by way of an offer of new Ordinary Shares at the Issue
Price to Qualifying Shareholders (the "Open Offer") and that it
proposes to raise up to GBP2 million by way of an offer of new
Ordinary Shares at the Issue Price to Qualifying Staff (the "Staff
Offer"), (together the Open Offer and Staff Offer are referred to
as the "Offers").
Arden Partners plc ("Arden") is acting as Nominated Adviser,
sole bookrunner and broker to Ince in relation to the Placing.
Highlights:
- The Company intends to conduct a conditional Placing to raise
a minimum of GBP12 million via the Placing of the Placing Shares at
the Issue Price.
- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix I to this Announcement.
- The Company proposes to raise up to a further GBP4 million by:
o An Open Offer, pursuant to which Qualifying Shareholders will
be given the opportunity to subscribe for up to 4,444,444 new
Ordinary Shares ("Open Offer Shares") at the Issue Price, to raise
up to GBP2 million (before expenses), on the basis of 1 Open Offer
Share for every 8.398 Existing Ordinary Shares held on 14 January
2020 (the "Record Date"). Shareholders subscribing for their full
entitlement under the Open Offer may also apply for additional Open
Offer Shares through an excess application facility.
o A Staff Offer, pursuant to which Qualifying Staff will be
given the opportunity to subscribe for up to 4,444,444 new Ordinary
Shares ("Staff Offer Shares") at the Issue Price, to raise up to
approximately GBP2 million (before expenses). Staff members may
apply to subscribe for all or some of the Staff Offer Shares and
excess applications will be allocated at the discretion of the
Board.
- The proceeds of the Placing, the Open Offer and the Staff
Offer (together the "Fundraising") will be used to reduce the
amount of the Group's drawn down working capital facility (leaving
such facility to accommodate peaks in working capital needs) and
for general working capital purposes as expansion requires which
will leave the Group again with a strong balance sheet.
- In particular, the Group wishes to continue with its programme
of partner recruitment, especially in the overseas offices to
bolster and enhance their existing practices. Opportunities to make
lateral and team hires are coming to the Group.
- Completion of the Fundraising is conditional, inter alia, upon
Shareholder approval at a general meeting of the Company expected
to be held on or around 3 February 2020 ("General Meeting").
- The Issue Price represents a discount of approximately 49.4
per cent. to the closing mid-market price on 14 January 2020, being
the latest practicable date before this Announcement.
- The Fundraising is not being underwritten.
- Admission of the Placing Shares, Open Offer Shares and Staff
Offer Shares (together, the ("New Ordinary Shares") to trading on
AIM ("Admission") is expected to occur no later than 8.00 a.m. on 4
February 2020 or such later time and/or dates as Arden and the
Company may agree (being in any event no later than 8.00 a.m. on 18
February 2020).
- The Company will also be seeking the approval of Shareholders
at a general meeting of the Company ("General Meeting") to (i) a
general authority to allot new Ordinary Shares and equity
securities for cash on a non-pre-emptive basis under the Companies
Act 2006 and (ii) to an increase in the number of options over
Ordinary Shares which may be granted under the Company's Share
Scheme to a level commensurate with the Company's existing issued
ordinary share capital as enlarged by the Placing only.
A circular, containing further details of the Placing and the
Offers and notice of the General Meeting to be held at 11.00 a.m.
on 3 February 2020 to, inter alia, approve the resolutions required
to implement the Placing and the Offers, is expected to be
published and despatched to Shareholders on 16 January 2020
("Shareholder Circular"). Following its publication, the
Shareholder Circular will be available on the Group's website at
www.theincegroup.com.
For further information please contact:
The Ince Group plc investorrelations@incegd.com
Adrian Biles, Group Chief Executive
Christopher Yates, Chief Financial Officer
Arden Partners plc
Nominated Advisor and Broker to the Company +44 (0) 20 7614 5900
John Llewellyn-Lloyd, Corporate Finance
Ciaran Walsh, Corporate Finance
Dan Gee-Summons, Corporate Finance
Fraser Marshall, Equity Sales
Portland Communications +44 (0) 20 7554 1789
Steffan Williams ince@portland-communications.com
Simon Hamer
Charlie Harbord
Additional information
Expected timetable of events
Record Date for entitlement under the 14 January 2020
Open Offer and the Staff Offer
Announcement of the Fundraising 15 January 2020
Announcement of the results of the Placing 15 January 2020
Ex-entitlement date of the Open Offer 16 January 2020
Publication of this document, the Form 16 January 2020
of Proxy and, to Qualifying Non-Crest
Shareholders, the Open Offer Application
Form
Publication to Qualifying Staff of the 16 January 2020
Staff Offer Circular and the Staff Offer
Application Form
Open Offer Entitlements and Excess CREST 17 January 2020
Open Offer Entitlements credited to stock
accounts in CREST of Qualifying CREST
Shareholders
Latest recommended time and date for requested 4.30 p.m. on 27 January
withdrawal of Open Offer Entitlements 2020
and Excess CREST Open Offer Entitlements
from CREST
Latest time and date for depositing Open 3.00 p.m. on 28 January
Offer Entitlements and Excess CREST Open 2020
Offer Entitlements in CREST
Latest time and date for splitting of 3.00 p.m. on 29 January
Open Offer Application Forms under the 2020
Open Offer (to satisfy bona fide market
claims only)
Latest time and date for receipt of Forms 11.00 a.m. on 30 January
of Proxy and CREST voting instructions 2020
Latest time and date for receipt of Open 11.00 a.m. on 31 January
Offer Application Forms and payment in 2020
full under the Open Offer and settlement
of relevant CREST instructions (as appropriate)
Latest time and date for receipt of Staff 11.00 a.m. on 31 January
Offer Application Forms and payment in 2020
full under the Staff Offer
General Meeting 11.00 a.m. on 3 February
2020
Results of the General Meeting announced 3 February 2020
Results of the Open Offer and Staff Offer 3 February 2020
announced
Admission of the Placing Shares and Offer 8.00 a.m. on 4 February
Shares to trading on AIM and commencement 2020
of dealings
Expected date for CREST accounts to be 4 February 2020
credited in respect of Placing Shares
in uncertificated form
Where applicable, expected date for despatch 18 February 2020
of definitive share certificates for New
Ordinary Shares in certificated form
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company and Arden. If any of the
above times and/or dates should change, the revised times and/or
dates will be announced through a Regulatory Information
Service.
2. All of the above times refer to London time unless otherwise stated.
Information on Ince
Ince is the ultimate holding company of a business services
group which includes Ince Gordon Dadds, an acquisitive law firm.
The Group has 13 offices in the UK and 9 offices in overseas
jurisdictions and currently has some 157 partners and 704 other
staff worldwide.
The Group's journey began in 2012 with the acquisition of
Bristol law firm, Michael Kelly & Co. This was swiftly followed
by investment in the long-established solicitors' practice of
Gordon Dadds in 2013; the transformative acquisition of Davenport
Lyons in 2014; and a GBP20 million placing, reverse takeover and
re-admission of the Company's share capital to AIM in August
2017.
At the end of 2018 a further step change occurred with the
acquisition by the Group of the members' interests and most of the
assets of UK-based Ince & Co LLP. Ince & Co was a
long-established London-headquartered international practice with a
network of affiliated offices across Asia, the Middle East and
Europe. It had developed a market-leading reputation in the
shipping, aviation, insurance and energy sectors and at the time of
its acquisition by the Group it had annual world-wide fee income of
approximately GBP65 million.
The acquisition of Ince & Co UK was followed at the end of
the first quarter of 2019 by the establishment of new network
arrangements with the affiliated international firms of Ince &
Co in Hong Kong, Singapore, Dubai, Germany and Greece which enabled
the Group to consolidate the revenues generated by such offices for
the first time in its results for the six months to 30 September
2019.
Other significant strategic developments in 2019 included:
-- the acquisition of Rampart Corporate Advisors Limited, a well
respected firm of solicitors based in Gibraltar. Ramparts is
qualified to provide legal advice on English, Gibraltar and
European law and provides specialist advice in e-gaming, financial
services and fintech, distributed ledger technology and
cryptocurrency;
-- the hiring of a team of 3 partners and over 20 staff in Hong
Kong, to expand the corporate and capital markets offering of the
Group's Hong Kong office;
-- the re-branding of most of the Group's legal practices,
including its international offices, as 'Ince';
-- the opening of an office in the Lloyds building for the London office insurance practice;
-- the opening of a new Mayfair office for the Group's private
client and family law practice and the re-branding of such practice
as 'Gordon Dadds';
-- strategic senior appointments to deepen and extend the
Group's management capacity and service lines including:
o Mark Tantam, formerly a vice chairman of Deloitte UK, as
Global Head of Consulting
o Alexander Janes, formerly global managing partner of US firm
Orrick, Herrington & Sutcliffe, as Head of Europe, Middle East
and Asia
-- the hiring of a disputes resolution partner and a corporate
partner in the Group's Dubai office.
Reasons for the Fundraising
The initial cash cost of acquiring Ince & Co UK, including
the branch offices in Beijing and Shanghai and of entering into new
network arrangements with the Ince & Co affiliated firms in
Hong Kong, Singapore, Dubai, Germany and Greece, was approximately
GBP17 million including expenses. This was financed out of existing
resources, an equity issue which raised a net amount of GBP10
million and the use of part of the Group Banking Arrangements of
GBP12.5 million.
Since the payment of that consideration, the Company has paid a
further GBP8 million of deferred consideration and expenses in
connection with the Ince acquisition (including the payment in the
six months to 30 September 2019 of GBP5.4 million of trade
creditors and accruals related to the acquisition) and new network
arrangements, an additional GBP1.6 million deferred consideration
in respect of other transactions, has financed GBP11 million of
additional debtors and work in progress, made the acquisition in
Gibraltar, rebranded the legal businesses in the UK, opened two new
offices and effected the other developments referred to the
"Information on Ince" paragraph above solely out of cashflows of
the Group and existing working capital facilities.
As a result of this, the Group's facilities are nearly fully
utilised, which in turn is inhibiting the Group's plans for further
development of its business. The Directors therefore wish to
relieve such pressure by way of the Fundraising which they consider
is required to enable the Group to continue with the development of
its business. In particular the Group wishes to continue with its
programme of partner recruitment, especially in the overseas
offices to bolster and enhance their existing practices.
Opportunities to make lateral and team hires are coming to the
Group so creating a momentum which requires working capital to
maintain.
The net proceeds of the Placing of approximately GBP10.9 million
and the proceeds of the Offers will be used to pay down the
existing Group Banking Arrangements (leaving the Group's working
capital facility in place to accommodate peaks in working capital
needs) and for general working capital purposes, as expansion
requires. This will leave the Group again with a strong balance
sheet which is naturally desirable and will be particularly
appealing to laterals considering joining the Group.
Directors proposed participation in the Fundraising and Related
Party Transaction
As part of the Fundraising, Adrian Biles, Christopher Yates and
Anthony Edwards (Participating Directors) intend to conditionally
subscribe for 3,488,889 Placing Shares. In view of the size of the
subscription and the fact that they are directors and Adrian Biles
is a 'substantial shareholder' in the Company, under the AIM Rules,
this participation is considered to constitute a related party
transaction under Rule 13 of the AIM Rules. The Directors other
than the Participating Directors (for these purposes the
Independent Directors) consider that, having consulted with Arden,
the terms of the intended participation of the Participating
Directors in the Placing are fair and reasonable in so far as
Shareholders are concerned.
The Participating Directors have each agreed not to dispose of
any interests in the New Ordinary Shares they acquire pursuant to
the Placing before the first anniversary of Admission and that
until the second anniversary of Admission they will only dispose of
their interests in the New Ordinary Shares on an orderly market
basis through the Company's broker for the time being.
Current trading and prospects
The Company's results for the six months ended 30 September 2019
were released on 28 November 2019. A copy of these results can be
found at www.theincegroup.com.
Since 30 September 2019, the Group has continued to progress the
integration of Ince & Co into the practice and systems of the
Group. Mark Tantam, former vice-chair of Deloitte UK and Alexander
Janes, former global managing partner of Orrick, Herrington &
Sutcliffe have joined as Global Head of Consulting and Head of
Europe, Middle East and Africa respectively. With the benefit of
their input the Group has rolled out a new management and
leadership model for the Group which is intended to create a
client-focused programme for growth across all business areas in
which it currently operates.
The Group continues to perform in line with market
expectations.
Financial information
Audited accounts for the Company for the two years ended 31
March 2019 and 31 March 2018 are available on the Company's website
at www.theincegroup.com.
Details of the Placing
The Company is seeking to raise a minimum of GBP12 million
(before expenses) from the Placing of 26,666,658 new Ordinary
Shares at the Issue Price by Arden, as agent for the Company, with
the Placees.
The Placing is conditional, inter alia, upon:
a) the passing of the Fundraising Resolutions at the General Meeting;
b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
c) Admission becoming effective by no later than 8.00 a.m. on 4
February 2020 or such later time and/or date (being no later than
8.00 a.m. on 18 February 2020) as Arden and the Company may
agree.
If any of the conditions to the Placing are not satisfied:
-- the Placing Shares will not be issued and all monies received
will be returned to the Placees at their own risk and without
interest as soon as possible thereafter; and
-- the Offers will be withdrawn, the Offer Shares will not be
issued and all monies received will be returned to the subscribers
under the Offers at their own risk and without interest as soon as
possible thereafter.
The Placing Shares will be issued free of all liens, charges and
encumbrances and 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 their issue. The Placing Shares will
therefore rank for payment of the Company's interim dividend for
its financial year ending 31 March 2020 of 2p per Ordinary Share
which is payable on 16 April 2020 to Shareholders on the register
on 6 March 2020.
The Placing Shares have not been made available to the public
and have not been offered or sold in any jurisdiction where it
would be unlawful to do so.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Arden, as agent
for the Company, has conditionally agreed to use reasonable
endeavours to procure subscribers for the Placing Shares. Arden
intends to conditionally place the Placing Shares with certain
institutional and other investors at the Issue Price. The Placing
Agreement is conditional upon, inter alia:
-- the Fundraising Resolutions being duly passed at the General Meeting
-- Admission becoming effective on or before 8.00 a.m. on 4
February 2020 (or such later time and/or date as Arden may agree,
but in any event by no later than 8.00 a.m. on 18 February
2020)
The Placing Agreement contains customary warranties from the
Company in favour of Arden in relation to, inter alia, the accuracy
of the information in this Announcement and other matters relating
to the Group and its business. In addition, the Company has agreed
to indemnify Arden in relation to certain liabilities that it may
incur in respect of the Fundraising.
Under the Placing Agreement Arden has also agreed to provide
certain services to the Company in relation to the Open Offer.
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including, in the event
that any of the warranties in the Placing Agreement were untrue or
inaccurate, or were misleading when given or in the event of a
material adverse change affecting the business, financial trading
position or prospects of the Company or the Group as a whole,
whether or not arising in the ordinary course of business and
whether or not foreseeable at the date of the Placing
Agreement.
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Fundraising
and Admission including all legal and other professional fees and
expenses.
The Open Offer
The Company considers it important that Shareholders have an
opportunity (where it is practicable for them to do so) to
participate in the Fundraising and accordingly the Company is
making the Open Offer to Qualifying Shareholders. The Company is
proposing to raise up to GBP2 million (before expenses) (assuming
full take up of the Open Offer) through the issue of up to
4,444,444 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 45 pence per Open
Offer Share, payable in full on acceptance. Any Open Offer Shares
not subscribed for by Qualifying Shareholders will be available for
subscription under the Excess Application Facility.
A Qualifying Shareholder may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 8.398 Existing Ordinary Shares
held by the Qualifying Shareholder on the Record Date
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to
Qualifying Shareholders but will be made available under the Excess
Application Facility. The Excess Application Facility enables
Qualifying Shareholders to apply for Ordinary Shares in excess of
their Open Offer Entitlement.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Applicants can apply
for less or more than their entitlements under the Open Offer but
the Company cannot guarantee that any application for Excess Shares
under the Excess Application Facility will be satisfied as this
will depend in part on the extent to which other Qualifying
Shareholders apply for less than or more than their own Open Offer
Entitlements. Applications made under the Excess Application
Facility will be scaled back at the Company's discretion if
applications are received from Qualifying Shareholders for more
than the available number of Excess Shares. To the extent that the
Open Offer is over-subscribed and the Staff Offer is
under-subscribed the Directors also reserve the right to draw upon
New Ordinary Shares reserved for allocation under the Staff Offer
to satisfy excess applications under the Open Offer and vice
versa.
Application has been made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be admitted to CREST. It is
expected that such Open Offer Entitlements will be credited to
CREST on 17 January 2020. The Open Offer Entitlements will be
enabled for settlement in CREST until 11.00 a.m. on 4 February
2020. Applications through the CREST system may only be made by the
Qualifying CREST Shareholder originally entitled or by a person
entitled by virtue of bona fide market claims.
The Open Offer Shares must be paid for in full on application.
The latest time and date for receipt of completed Open Offer
Application Forms or CREST applications and payment in respect of
the Open Offer is 11.00 a.m. on 31 January 2020. The Open Offer is
not being made to Overseas Shareholders, as set out in paragraph 6
of Part III of the Shareholder Circular.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Open Offer Application Form is not
a document of title and cannot be traded or otherwise
transferred.
The Open Offer will be conditional upon the Fundraising
Resolutions being duly passed at the General Meeting. The Open
Offer is also conditional on the Placing Agreement becoming or
being declared unconditional in all respects and not being
terminated before Admission. Accordingly, if the conditions as set
out in the Placing Agreement (which include the passing of the
Fundraising Resolutions) are not satisfied or waived (where capable
of waiver) or if Arden otherwise exercises its right to terminate
the Placing Agreement, the Open Offer will not proceed and the Open
Offer Shares will not be issued and all monies received by the
Receiving Agent will be returned to the applicants (at the
applicant's risk and without interest) as soon as possible
thereafter. Any Open Offer Entitlements admitted to CREST will
thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, the
Placing Shares and the Staff Offer Shares, including the right to
receive all dividends and other distributions declared, made or
paid after the date of their issue. The Open Offer Shares will
therefore rank for payment of the Company's interim dividend for
its financial year ending 31 March 2020 of 2p per Ordinary Share
which is payable on 16 April 2020 to Shareholders on the register
on 6 March 2020.
Qualifying Shareholders who subscribe for Open Offer Shares
pursuant to the Open Offer and who are also Qualifying Staff will
also be entitled to participate in the Staff Offer in accordance
with its terms.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of
Shareholders who do not have a registered address in the UK is
drawn to paragraph 6 of Part III of the Shareholder Circular.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part III of the Shareholder Circular
and (for Qualifying Non-CREST Shareholders) in the accompanying
Open Offer Application Form.
The Staff Offer
The Company is proposing to raise up to approximately GBP2
million (before expenses) (assuming full take up of the Staff
Offer) through the issue of up to 4,444,444 Staff Offer Shares at
the Issue Price of 45 pence per Staff Offer Share.
The Board considers that the Group's partners, consultants and
employees are its most important assets. This being the case Staff
participation in the equity of the Company is fundamental to
securing Staff buy-in to the Group's strategy and direction and as
a means of ensuring the long-term engagement/employment of Staff
members which is vital to enabling the Group to meet its strategic
and financial objectives. That being the case it is proposed to
afford Qualifying Staff (many of whom are not already Shareholders
or holders of options under the Company's Share Scheme) the
opportunity to participate in the Fundraising by way of the Staff
Offer.
The Staff Offer is a non-pre-emptive issue and so will be
conditional upon the Fundraising Resolutions being duly passed at
the General Meeting. The Staff Offer is also conditional on the
Placing Agreement becoming or being declared unconditional in all
respects and not being terminated before Admission. Accordingly, if
either the conditions set out in the Placing Agreement (which
include the passing of the Fundraising Resolutions) are not
satisfied or waived (where capable of waiver) or if Arden otherwise
exercises its right to terminate the Placing Agreement, the Staff
Offer will not proceed and the Staff Offer Shares will not be
issued and all monies received in respect of the Staff Offer will
be returned to the applicants (at the applicant's risk and without
interest) as soon as possible thereafter.
Subject thereto, Qualifying Staff will be given the opportunity
to apply for some or all of the Staff Offer Shares. In the event of
over-subscription, the Board will exercise its discretion in the
allocation of the Staff Offer Shares amongst accepting Staff
members. To the extent that the Staff Offer is over-subscribed and
the Open Offer is under-subscribed the Directors reserve the right
to draw upon New Ordinary Shares reserved for allocation under the
Open Offer to satisfy excess applications under the Staff Offer and
vice versa.
The Staff Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, the
Placing Shares and the Open Offer Shares, including the right to
receive all dividends and other distributions declared, made or
paid after the date of their issue. The Staff Offer Shares will
therefore rank for payment of the Company's interim dividend for
its financial year ending 31 March 2020 of 2p per Ordinary Share
which is payable on 16 April 2020 to Shareholders on the register
on 6 March 2020.
Qualifying Staff who subscribe for Staff Offer Shares pursuant
to the Staff Offer and who are also Qualifying Shareholders will
also be entitled to participate in the Open Offer in accordance
with its terms.
The detailed terms and conditions of the Staff Offer are
contained in the Staff Offer Circular and Staff Offer Application
Form which will be published and distributed to Qualifying Staff by
the Company on or around the date of the Shareholder Circular.
Extension of the Company's Share Scheme
At the time of its IPO in August 2017, the Directors set up the
Company's Share Scheme and sought and received approval to grant
options under the Company's Share Scheme over 10 per cent. of the
Company's then issued share capital. Shareholders granted their
approval to increase the maximum number of Ordinary Shares which
may be granted under the Company's Share Scheme (including pursuant
to options which have already been granted under such Scheme) to an
amount equal to 10 per cent. of the issued ordinary share capital
of the Company at completion of the Company's successful placing to
raise GBP11.5 million in January last year.
Given the prospective increase in the Company's issued share
capital as a result of the Fundraising and given the importance to
the Group's prospects of incentivising and retaining key members of
Staff as referred to above, the Board is seeking Shareholders'
approval to increase the maximum number of Ordinary Shares which
may be granted under the Company's Share Scheme (including pursuant
to options which have already been granted under such Scheme) to an
amount equal to 10 per cent. of the Existing Share Capital as
enlarged by the issue and allotment of the Placing Shares only.
The extension of the number of options which may be granted
under the Company's Share Scheme is conditional upon the passing of
Resolutions 2 and 4 at the General Meeting.
General authority to allot and disapply statutory pre-emption
rights
In view of the proposed increase in the Company's issued
ordinary share capital for the purposes of the Fundraising, it is
also proposed to seek Shareholders' approval to grant the
Directors' general authority to allot and issue Ordinary Shares,
including for cash on a non-pre-emptive basis, under the Companies
Act 2006 at a level which is commensurate with the enlarged
Ordinary Share capital of the Company on completion of the Placing
but also within the guidelines published by the Investment
Association.
Accordingly Shareholder approval will be sought at the General
Meeting pursuant to the Fundraising Resolutions to increase the
Directors' general authority to allot Ordinary Shares for the
purposes of Section 551 of the Companies Act 2006 to an amount
equivalent to one third in nominal amount of the Existing Share
Capital as enlarged by the issue and allotment of the Placing
Shares only (Section 551 Authority) and to empower the Directors to
allot and issue equity securities for cash for the purposes of the
Section 551 Authority as if Section 561 of the Companies Act 2006
does not apply to such allotment, such power being limited to an
amount equivalent to five per cent. of the Existing Share Capital
as enlarged by the issue and allotment of the Placing Shares
only.
The Directors have no present intention of exercising this
authority but if approved at the General Meeting such authority
would give the Directors flexibility to issue new Ordinary Shares
if a business opportunity arises which is consistent with the
Company's strategic objectives or would otherwise be in the best
interests of the Company. The authority, if approved, would be in
substitution for the authority granted at the 2019 Annual General
Meeting of the Company on 28 August 2019 and would expire at the
conclusion of the next annual general meeting of the Company or at
the expiry of 15 months following the passing of the Fundraising
Resolutions whichever is sooner, unless previously renewed, varied
or revoked.
Prospective Board change
Christopher Yates, the Chief Financial Officer, has indicated
his wish to step down from that position as soon as an appropriate
successor can be appointed, allowing for an orderly handover. A
further announcement will be made in due course.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM.
It is expected that Admission in respect of the Placing Shares
and the Offer Shares will become effective at 8.00 a.m. on 4
February 2020.
Open Offer Shares will be issued in uncertificated form to those
persons who submitted a valid application for Open Offer Shares by
utilising the CREST application procedures and whose applications
have been accepted by the Company.
Share certificates are expected to be despatched for Open Offer
Shares to be issued in certificated form to Qualifying Non-CREST
Shareholders by 18 February 2020.
The General Meeting
The General Meeting will be held at 11.00 a.m. on 3 February
2020 at the offices of Ince Gordon Dadds at Aldgate Tower, 2 Leman
Street, London E1 8QN at 11.00 a.m., at which the Resolutions will
be proposed for the purposes of implementing the Fundraising,
granting the General Authority and extending the Company's Share
Scheme as follows:
-- Resolution 1 - an ordinary resolution to grant the Directors
authority to allot (i) the Placing Shares pursuant to the Placing,
(ii) the Offer Shares pursuant to the Offers and (iii) an
additional amount of Ordinary Shares for the purposes of the
General Authority (which equates to one third of the Existing Share
Capital as enlarged by the issue and allotment of the Placing
Shares only) (such Resolution being conditional upon the passing of
Resolution 3)
-- Resolution 2 - an ordinary resolution to grant the Directors
authority to allot an additional amount of Ordinary Shares pursuant
to the Company's Share Scheme (such Resolution being conditional
upon the passing of Resolutions 1, 3 and 4)
-- Resolution 3 - a special resolution to disapply statutory
pre-emption rights in respect of the allotment of (i) the Placing
Shares pursuant to the Placing, (ii) the Offer Shares pursuant to
the Offers and (iii) an additional amount of new equity securities
for the purposes of the General Authority (which equates to five
per cent. of the Existing Share Capital as enlarged by the issue
and allotment of the Placing Shares only (such Resolution being
conditional upon the passing of Resolution 1).
-- Resolution 4 - a special resolution to disapply statutory
pre-emption rights in respect of the allotment of an additional
amount of Ordinary Shares pursuant to the Company's Share Scheme
(such Resolution being conditional upon the passing of Resolutions
1, 2 and 3).
Resolutions 1 and 2 will be proposed as ordinary resolutions and
will require approval by a simple majority of those votes cast (by
persons present in person or by proxy) at the General Meeting for
the resolutions to be passed. Resolutions 3 and 4 will be proposed
as special resolutions and will require approval by not less than
three-quarters of the votes cast (by persons present in person or
by proxy) at the General Meeting for the resolutions to be
passed.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Arden
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.
NOTICE TO OVERSEAS PERSONS
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the New
Ordinary Shares have not been, and will not be, registered under
the United States Securities Act of 1933 as amended or qualified
for sale under the laws of any state of the United States or under
the applicable laws of any of Canada, Australia, New Zealand, the
Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, New Zealand,
the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the New Ordinary Shares in certain jurisdictions other
than the UK may be restricted or prohibited by law or regulation.
Persons distributing this Announcement must satisfy themselves that
it is lawful to do so. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In
particular, this announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan. Overseas
Shareholders and any person (including, without limitation,
nominees and trustees), who have a contractual or other legal
obligation to forward this document to a jurisdiction outside the
UK should seek appropriate advice before taking any action.
FORWARD-LOOKING STATEMENTS
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this document and include statements regarding
the Directors' current intentions, beliefs or expectations
concerning, among other things, the Group's results of operations,
financial condition, liquidity, prospects, growth, strategies and
the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this
document are based on certain factors and assumptions, including
the Directors' current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by law or by the AIM Rules, none of the Company,
Arden nor their respective directors undertakes any obligation to
publicly release the results of any revisions to any
forward-looking statements in this document that may occur due to
any change in the Directors' expectations or to reflect events or
circumstances after the date of this document.
GENERAL
Arden, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nomad and Sole Broker to the Company
in connection with the Placing. Arden will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Arden or for providing advice to any other
person in connection with the Placing, the Offers or any
acquisition of shares in the Company. Arden is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Arden has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by Arden for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than AIM.
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.
INTERPRETATION
Certain terms used in this Announcement are defined under the
heading "Definitions" in Appendix II of this Announcement.
All times referred to in this Announcement are, unless otherwise
stated, references to London time.
All references to legislation in this Announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation or regulation
shall include any amendment, modification, re-enactment or
extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender and vice versa.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS, BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU)
2017/1129 AS AMED FROM TIME TO TIME ("PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, INVESTORS WHO
ARE PERSONS: (I) WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) TO WHOM
THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing (and, for the avoidance of
doubt, these terms and conditions do not apply in respect of the
Open Offer or the Staff Offer). Each person to whom these terms and
conditions apply, as described above, who confirms its agreement to
Arden, and the Company (whether orally or in writing) to acquire
Placing Shares under the Placing (an "Investor") hereby agrees with
Arden and the Company to be bound by the trade confirmation issued
by Arden to such Investor and these terms and conditions, being the
terms and conditions upon which Placing Shares will be sold under
the Placing. An Investor shall, without limitation, become so bound
if Arden confirms to such Investor its allocation of Placing Shares
under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to it at the Issue 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. Dealing may not begin
before any notification is made.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(except for Admission) (the "Conditions"), it is expected that
Admission will take place and dealings in the Placing Shares will
commence on AIM on or around 8.00 a.m. on 4 February 2020.
(c) Bookbuilding Process
Commencing today, Arden will be conducting an accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuilding Process"). This Announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. However, Arden will be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as it may, after consultation with the Company, determine.
No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing
Shares.
(d) Participation in, and principal terms of, the Bookbuilding
Process
Arden is acting as agent of the Company in connection with the
Placing.
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates (as defined below)
are entitled to participate as Placees in the Bookbuilding Process
as principals.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing. The price per Placing
Share (the "Issue Price") is fixed at 45 pence per Placing Share
and is payable to Arden (as agent for the Company) by all
Placees.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 6 p.m. on 15 January
2020, but may be closed at such earlier or later time as Arden may,
in its absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuilding Process detailing the number of Placing Shares
to be subscribed for by the Placees at the Issue Price (the
"Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Arden's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Arden. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Issue Price.
If successful, Arden will re-contact and confirm orally to Placees
following the close of the Bookbuilding Process the size of their
respective allocations and a trade confirmation will be despatched
as soon as possible thereafter. Arden's oral confirmation of the
size of allocations and each Placee's oral commitments to accept
the same will constitute an irrevocable legally binding agreement
in favour of the Company and Arden pursuant to which each such
Placee will be required to accept the number of Placing Shares
allocated to the Placee at the Issue Price and otherwise on the
terms and subject to the conditions set out herein and in
accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued by Arden to such Placee. The terms of this
Appendix I will be deemed incorporated in that trade
confirmation.
Arden reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing
is oversubscribed. Arden also reserves the right not to accept
offers to subscribe for Placing Shares or to accept such offers in
part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of
Arden.
Each Placee's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Issue Price and the number of
Placing Shares allocated to such Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
All obligations of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
To the fullest extent permissible by law, none of Arden, any
subsidiary of Arden, any branch, affiliate or associated
undertaking of Arden or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Arden Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
Arden, any Arden Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Arden may determine.
(e) 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 Arden under the Placing Agreement are
conditional, among other things, upon:
(i) the passing of the Fundraising Resolutions at the General Meeting;
(ii) Arden having procured binding commitments from Placees to
subscribe for a minimum of GBP12 million worth of Placing Shares at
the Issue Price;
(iii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission;
(iv) the obligations of Arden not having been terminated (as
described below under "Right to terminate under the Placing
Agreement"); and
(v) Admission occurring not later than 8.00 a.m. on 4 February
2020 or such later time and/or date as Arden and the Company may
agree (but in any event not later than 18 February 2020).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by a Placee in respect thereof. None of
Arden, any Arden Affiliate, the Company, nor any subsidiary or
subsidiary undertaking of the Company, nor any branch, affiliate or
associated undertaking of any such company nor any of their
respective directors, partners, consultants, officers and employees
(each an "Ince Group Affiliate") 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 it 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.
By participating in the Placing, each Placee agrees that Arden's
rights and obligations in respect of the Placing terminate, inter
alia, in the circumstances described below under "Right to
terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a breach of the warranties given to Arden in the Placing
Agreement (in a manner which is material in the context of the
Placing), the failure of the Company to comply with certain of its
obligations under the Placing Agreement, the occurrence of a force
majeure event or a material adverse change in the financial or
trading position or prospects of any member of the Group.
By participating in the Placing, each Placee agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Placees in this regard and that, to the fullest extent
permitted by law, neither the Company, Arden, any Arden Affiliate
nor any Ince Group Affiliate shall have any liability whatsoever to
the Placees in connection with any such exercise or failure to so
exercise.
(g) No prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
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 Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Placees and the trade confirmation
referred to herein), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any Ince Group Affiliate and none
of Arden, any Arden Affiliate, any persons acting on their behalf,
the Company, any Ince Group Affiliate nor any persons acting on
their behalf 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 to and agrees with Arden for
itself and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding whether or not to participate in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Placees by such other means as Arden may deem
necessary, including, without limitation, 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.
The expected timetable for settlement will be as follows:
Trade Date 31 January 2020
Settlement Date 4 February 2020
ISIN Code GB00BZBY3Y09
SEDOL B2B Y3Y0
Deadline for input instruction 5.00 p.m. on 31 January 2020
into CREST
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Arden and settlement instructions. Placees should settle against
the Arden CREST ID shown above. It is expected that such trade
confirmation will be despatched on the expected trade date shown
above. 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
which it has in place with Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by Arden.
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
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Placee on such Placee's behalf and retain from the
proceeds, for Arden's own account and profit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the
aggregate amount owed by such Placee and it may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
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 any levy, 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 Arden 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.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 3 February 2020 (or such later time
and/or date as the Company and Arden may agree being no later than
8.00 a.m. (London time) on 18 February 2020) and on the Placing
Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before
Admission; and (ii) the confirmation mentioned under paragraph (a)
above, an Investor agrees to become a member of the Company and
agrees to acquire Placing Shares at the Issue Price. The number of
Placing Shares acquired by such Investor under the Placing shall be
in accordance with the arrangements described above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for the Placing
Shares acquired by such Investor in such manner as shall be
directed by Arden. In the event of any failure by an Investor to
pay as so directed by Arden, the relevant Investor shall be deemed
hereby to have appointed Arden or its nominee to sell (in one or
more transactions) any or all of the Placing Shares in respect of
which payment has not been made as so directed by Arden and to have
agreed to indemnify on demand Arden in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising Arden to notify an
Investor's name to the Registrars, is deemed to acknowledge, agree,
undertake, represent and warrant to each of Arden, the Registrars
and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles. Such
Investor agrees that these terms and conditions and the trade
confirmation issued by Arden to such Investor represent the whole
and only agreement between the Investor, Arden and the Company in
relation to the Investor's participation in the Placing and
supersede any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Investor agrees that none
of the Company, Arden nor any of their respective officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
Arden nor any person affiliated with Arden or acting on its behalf
is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or
any member of the Group and will not be liable for any decision by
the Investor to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise;
(iii) the Investor has not relied on Arden or any person
affiliated with Arden in connection with any investigation of the
accuracy of any information contained in this Announcement or its
investment decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
thereof or other information or representation concerning the
Group, the Placing or the Placing Shares. Such Investor agrees that
neither the Company nor Arden nor their respective officers,
directors, partners, consultants or employees will have any
liability for any such other information or representation and
irrevocably and unconditionally waives any rights it may have in
respect of any such other information or representation;
(v) Arden is not making any recommendations to Investors or
advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and
the Investor acknowledges that its participation in the Placing is
on the basis that it is not and will not be a client of Arden and
that Arden is acting for the Company and no one else, that Arden
will not be responsible to anyone else for the protections afforded
to its clients, that Arden will not be responsible for anyone other
than the Company for providing advice in relation to the Placing,
the contents of this Announcement or any transaction, arrangements
or other matters referred to herein, and that Arden will not be
responsible for anyone other than the relevant party under the
Placing Agreement in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of Arden's rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither
Arden nor any of its directors or employees shall be liable to the
Investor for any matter arising out of the role of Arden as the
Company's nominated adviser and broker or otherwise, and that where
any such liability nevertheless arises as a matter of law the
Investor will immediately waive any claim against Arden and any of
its respective directors and employees which an Investor may have
in respect thereof;
(vii) the Investor has complied with all applicable laws and he
Investor will not infringe any applicable law as a result of its
agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or any actions arising from the Investor's
rights and obligations under the Investor's agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, Arden or any other person that
would permit a public offering of the Placing Shares, or possession
or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required; and that,
if the Investor is in a relevant EEA member state, it is: (i) a
Qualified Investor; (ii) otherwise permitted by law to be offered
and sold Placing Shares in circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of
the Prospectus Regulation or other applicable laws; or (iii) in the
case of any Placing Shares acquired by the Investor as a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, either:
1. 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 placing or resale to, persons in any relevant member state
other than Qualified Investors, or in circumstances in which the
prior consent of Arden has been given to the placing or resale;
or
2. where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than Qualified
Investors, the placing of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Canada, Australia, New Zealand, the Republic of
South Africa or Japan or where to do so may contravene local
securities laws or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or as a result of any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act);
(xiv) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xv) the Investor is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the
Securities Act or any other United States federal or applicable
state securities laws;
(xvi) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xvii) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xviii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xix) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xx) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxii) the Investor is not a resident of the United States,
Canada, Australia, New Zealand the Republic of South Africa or
Japan or any other Restricted Jurisdiction and acknowledges that
the Placing Shares have not been and will not be registered nor
will a prospectus be prepared in respect of the Placing Shares
under the securities legislation of the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan and,
subject to certain exceptions, the Placing Shares may not be
offered or sold, directly or indirectly, in or into those
jurisdictions;
(xxiii) the Investor is 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 it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxiv) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to acquire Placing Shares under the
Placing and/or who authorises Arden to notify such Investor's name
to the Registrars, that person represents that he has authority to
do so on behalf of the Investor;
(xxv) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 ("Money Laundering Regulations
2017") and any other applicable law concerning the prevention of
money laundering and, if it is making payment on behalf of a third
party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain
from the third party copies of any identification and verification
data immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at Arden's
discretion;
(xxvi) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, Arden
and/or the Company may require proof of identity of the Investor
and related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, Arden and/or the Company may
refuse to accept the application and the moneys relating thereto.
The Investor holds harmless and will indemnify Arden and/or the
Company against any liability, loss or cost ensuing due to the
failure to process this application, if such information as has
been required has not been provided by it or has not been provided
on a timely basis;
(xxvii) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxviii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxix) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the Order; or (ii) a
high net worth entity falling within article 49(2)(a) to (d) of the
Order; or (iii) is a person to whom this Announcement may otherwise
be lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxx) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex ll/Article 30 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxxi) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of Arden and the Company that: (i) it is a qualified investor
within the meaning of the law in that relevant member state
implementing Article 2(e) of the Prospectus Regulation; and (ii) in
the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation: (A) 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
relevant member state other than qualified investors, as that term
is defined in the Prospectus Regulation, or in other circumstances
falling within Article 5(1) of the Prospectus Regulation and the
prior consent of Arden has been given to the offer or resale; or
(B) where Placing Shares have been acquired by it on behalf of
persons in any relevant member state 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;
(xxxii) 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;
(xxxiii) in the case where the Investor confirms to Arden an
agreement to acquire Placing Shares under the Placing on behalf of
a third party, the terms on which the Investor (or any person
acting on its behalf) is engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(xxxiv) the exercise by Arden of any rights or discretions under
the Placing Agreement shall be within its absolute discretion and
Arden need not have any reference to the Investor and shall have no
liability to the Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and the Investor agrees that it shall have no rights against Arden
or any of its directors or employees under the Placing
Agreement;
(xxxv) it irrevocably appoints any director of Arden 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 and otherwise
to do all acts, matters and things as may be necessary for, or
incidental to, its acquisition of any Placing Shares in the event
of its failure so to do;
(xxxvi) it will indemnify and hold the Company, Arden 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 paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxvii) Arden may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and,
except as required by applicable law or regulation, Arden will not
make any public disclosure in relation to such transactions;
and
(xxxviii) Arden and each of its respective affiliates, each
acting as an investor for its or their own account(s), may bid or
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 Arden and/or any of its
respective affiliates, acting as an investor for its or their own
account(s). Neither Arden 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.
The Company and Arden will rely upon the truth and accuracy of
each of the foregoing representations, warranties and
undertakings.
(l) Supply and disclosure of information
If any of Arden, the Registrars or the Company or any of their
respective agents request any information about an Investor's
agreement to acquire Placing Shares, such Investor must promptly
disclose it to them and ensure that such information is complete
and accurate in all respects.
(m) Miscellaneous
The rights and remedies of Arden, the Registrars 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.
(i) On application, each Investor may be asked to disclose, in
writing or orally to Arden:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to
Arden.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by Arden.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of Arden, the Company and the Registrars, each
Investor irrevocably submits to the exclusive jurisdiction of the
English courts in respect of these matters. This does not prevent
an action being taken against an Investor in any other
jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) Arden and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares
under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
APPIX II
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission admission of the Placing Shares and the Offer
Shares to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules.
AIM the market of that name operated by the London
Stock Exchange.
AIM Rules the AIM Rules for Companies published by the
London Stock Exchange from time to time.
Arden Arden Partners plc, the Company's nominated
adviser and broker.
Articles the articles of association of the Company.
Board the board of directors of the Company for
the time being.
Company or Ince The Ince Group plc, a public limited liability
company incorporated and registered in England
and Wales (with registration number 03744673)
whose registered office is at Aldgate Tower,
2 Leman Street, London E1 8QN.
Company's Share the Company's unapproved share scheme 2017,
Scheme details of which are included at paragraph
7.4 of Part 6 of the Company's Admission Document
dated 13 July 2017, a copy of which is available
at www.theincegroup.com.
CREST the relevant system (as defined in the CREST
Regulations) operated by Euroclear which facilitates
the holding and transfer of title to shares
in uncertificated form.
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) as amended.
Directors the directors of the Company as at the date
of this Announcement.
Enlarged Share the Company's issued ordinary share capital
Capital following Admission.
Euroclear Euroclear UK & Ireland Limited, a company
incorporated in England and Wales and the
operator of CREST.
Excess Application the arrangement pursuant to which Qualifying
Facility Shareholders may apply for additional Open
Offer Shares in excess of their Open Offer
Entitlement in accordance with the terms and
conditions of the Open Offer.
Excess Shares Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application
facility.
Existing Ordinary the 37,326,730 Ordinary Shares in issue at
Shares or Existing the date of this Announcement, all of which
Share Capital are admitted to trading on AIM.
FCA the Financial Conduct Authority of the United
Kingdom.
FSMA the Financial Services and Markets Act 2000,
as amended.
Fundraising Resolutions Resolutions 1 and 3 as set out in the Notice
to authorise the Company to allot and issue
the New Ordinary Shares.
General Authority the general authority which it is proposed
be granted to the Directors to allot new Ordinary
Shares and equity securities for cash on a
non pre-emptive basis under the Companies
Act 2006 which is more particularly described
in paragraph 12 of Part I of the Shareholder
Circular.
Group Banking Arrangements the Group's senior working capital facility
and term loan with Barclays Bank plc pursuant
to a senior facilities agreement between the
Company and Barclays Bank plc dated 31 December
2019 (as amended).
General Meeting the general meeting of the Company to be held
at the offices of the Company at Aldgate Tower,
2 Leman Street, London E1 8QN at 11.00 a.m.
on 3 February 2020.
Ince Gordon Dadds Ince Gordon Dadds LLP, a limited liability
partnership incorporated and registered in
England and Wales with registration number
OC383616.
Ince Group or Group the Company, its subsidiaries and its subsidiary
undertakings.
Issue Price 45 pence per New Ordinary Share.
London Stock Exchange London Stock Exchange plc.
New Ordinary Shares the Placing Shares, the Open Offer Shares
and the Staff Offer Shares.
Notice the notice of General Meeting which is set
out at the end of the Shareholder Circular.
Offer Shares the Open Offer Shares and/or the Staff Offer
Shares as the case may be.
Open Offer the conditional invitation by the Company
to Qualifying Shareholders to apply to subscribe
for the Open Offer Shares at the Issue Price
on the terms and subject to the conditions
set out in the Shareholder Circular and, in
the case of Qualifying Non-CREST Shareholders,
in the Open Offer Application Form.
Open Offer Application the application form accompanying the Shareholder
Form Circular to be used by Qualifying Non-CREST
Shareholders in connection with the Open Offer.
Open Offer Entitlement the individual entitlements of Qualifying
Shareholders to subscribe for Open Offer Shares
allocated to Qualifying Shareholders pursuant
to the Open Offer.
Open Offer Shares the up to 4,444,444 new Ordinary Shares to
be issued by the Company pursuant to the Open
Offer.
Ordinary Shares the ordinary shares of 1 pence each in the
capital of the Company.
Overseas Person any person whose usual residential address
is in a Restricted Jurisdiction.
Overseas Shareholder Shareholders with a registered address in
a Restricted Jurisdiction.
Placee a subscriber for Placing Shares.
Placing the conditional placing of the Placing Shares
by Arden at the Issue Price pursuant to the
Placing Agreement.
Placing Agreement the placing and offer agreement dated 15 January
2020 between Arden and the Company.
Placing Share the new Ordinary Shares proposed to be issued
pursuant to the Placing.
Qualifying CREST Qualifying Shareholders holding Existing Ordinary
Shareholders Shares in uncertificated form
Qualifying Non-CREST Qualifying Shareholders holding Existing Ordinary
Shareholders Shares in certificated form.
Qualifying Shareholders holders of Existing Ordinary Shares on the
register of members of the Company at the
Record Date but excluding any Overseas Shareholder.
Qualifying Staff Staff members at the Record Date but excluding
any Overseas Person.
Record Date 14 January 2020.
Registrars or Receiving Computershare Investor Services PLC, The Pavilions,
Agent Bridgwater Road, Bristol BS13 8AE.
Resolutions the resolutions set out in the Notice.
Restricted Jurisdiction the United States, Canada, Australia, New
Zealand, the Republic of South Africa, Japan
or any other jurisdiction where the Open Offer
or the Staff Offer (as applicable) would constitute
a breach of local securities laws or regulations.
Securities Act the US Securities Act of 1933, as amended.
Shareholders the registered holders of Ordinary Shares.
Shareholder Circular the circular to Qualifying Shareholders dated
on or around the date of this Announcement.
Staff Offer the conditional invitation by the Company
to Qualifying Staff to apply to subscribe
for the Staff Offer Shares at the Issue Price
on the terms and subject to the conditions
set out in the Staff Offer Circular and in
the Staff Offer Application Form.
Staff Offer Application the application form accompanying the Staff
Form Offer Circular to be used by Qualifying Staff
in connection with the Staff Offer.
Staff Offer Circular the circular from the Company to the Qualifying
Staff on or around the date of this Announcement
which sets out details of the Staff Offer.
Staff Offer Shares the up to 4,444,444 new Ordinary Shares to
be issued by the Company pursuant to the Staff
Offer.
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland.
US or United States the United States of America, each State thereof,
its territories and possessions (including
the District of Columbia) and all other areas
subject to its jurisdiction.
uncertificated recorded on the relevant register of the share
or security concerned as being held in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations may be transferred
by means of CREST.
GBP, pounds sterling, are references to the lawful currency of the
pence or p United Kingdom.
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
IOEUVORRROUAARR
(END) Dow Jones Newswires
January 15, 2020 02:00 ET (07:00 GMT)
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