TIDMIMMO
RNS Number : 6583A
Immotion Group PLC
23 January 2020
THE INFORMATION IN THIS ANNOUNCEMENT, WHICH INCLUDES CERTAIN
INFORMATION DRAWN FROM PUBLIC SOURCES, DOES NOT PURPORT TO BE
COMPREHENSIVE AND HAS NOT BEEN INDEPENTLY VERIFIED. THIS
ANNOUNCEMENT CONTAINS STATEMENTS THAT ARE, OR MAY BE DEEMED
FORWARD-LOOKING STATEMENTS, WHICH RELATE, INTER ALIA, TO THE
COMPANY'S PROPOSED STRATEGY, PLANS AND OBJECTIVES. SUCH FORWARD
LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER IMPORTANT FACTORS BEYOND THE CONTROL OF THE COMPANY
(INCLUDING BUT NOT LIMITED TO FUTURE MARKET CONDITIONS, LEGISLATIVE
AND REGULATORY CHANGES, THE ACTIONS OF GOVERNMENTAL REGULATORS AND
CHANGES IN THE POLITICAL, SOCIAL OR ECONOMIC FRAMEWORK IN WHICH THE
COMPANY OPERATES) THAT COULD CAUSE THE ACTUAL PERFORMANCE OR
ACHIEVEMENTS ON THE COMPANY TO BE MATERIALLY DIFFERENT FROM SUCH
FORWARD-LOOKING STATEMENTS.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
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DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
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UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT
WHATSOEVER IN ANY OF THOSE JURISDICTIONS.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF
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SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED.
Immotion Group plc
("Immotion Group", the "Company")
Proposed Placing of new ordinary shares to raise approximately
GBP2.85 million and
MGM Mandalay Bay Partnership
Immotion Group plc, the UK-based immersive virtual reality
("VR") 'Out of Home' entertainment group, is pleased to announce
that, following a range of successful developments, including
significant new Partner contracts, and ongoing demand for larger
installations as detailed in the highlights below, the Company is
carrying out an equity fundraising to strengthen its balance
sheet.
The Placing is intended to raise approximately GBP2.85 million,
before expenses, via the issue of an aggregate of approximately
39.3 million new Ordinary Shares ("Placing Shares") at a price of
7.25 pence per share ("the Issue Price") (the "Fundraising"). It is
intended that the net proceeds of the Fundraising will be used to
accelerate the Company's growth plans.
WH Ireland Limited and Alvarium Capital Partners Limited are
acting as joint brokers in relation to the Fundraising (the "Joint
Brokers"). The Company expects to issue the Placing Shares via a
conditional placing (the "Placing"). A placing agreement has been
entered into today between the Company and the Joint Brokers in
connection with the Placing (the "Placing Agreement").
The Fundraising is subject to shareholder approval. The Placing
is being conducted, subject to the satisfaction of certain
conditions set out in the Appendix to this Announcement, through an
accelerated book-build process (the "Bookbuild"), which will be
launched immediately following this Announcement.
Fundraising Highlights
-- Proposed Fundraising of approximately GBP2.85 million before
expenses at a price of 7.25 pence per share by way of a
Placing.
-- The Placing is being conducted through an accelerated
book-build process which will open with immediate effect following
this Announcement.
-- The Placing Shares, assuming full take-up, will represent
approximately 12.1 per cent. of the Company's enlarged issued share
capital.
-- The final number of Placing Shares will be agreed by the
Joint Brokers and the Company at the close of the Bookbuild, and
the result will be announced as soon as practicable thereafter.
-- The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of the Joint Brokers,
in consultation with the Company. The Placing is not
underwritten.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
-- The issue of the Placing Shares is subject to, inter alia,
the passing of the Resolutions at a General Meeting.
-- The General Meeting is expected to be held at 10:00 a.m. on
10 February 2020 and will take place at WH Ireland Limited, 24
Martin Lane, London, EC4R 0DR.
Recent Operational and Trading Highlights
-- The Company ended 2019 with 302 installed headsets of which
117 were ImmotionVR ("IVR") and 185 were Partners.
-- 2019 trading in line with market expectations.
-- Revenue share Partnership signed with MGM Resorts
International for installation of a 36-seat VR theatre and
interactive exhibit ("the Exhibit") at the Mandalay Bay Resort
& Casino's Shark Reef Aquarium, in Las Vegas. The standard
entry package offered for Shark Reef includes the Aquarium and
Exhibit, with the value attributed to the Exhibit being a minimum
of $5. The agreement provides that Immotion will receive 50 per
cent. of all revenue attributed to the Exhibit and, not less than
$2.50 per ticket sold on this basis. This package has historically
received in excess of 500,000 paying visitors per annum (Immotion
is replacing the current exhibit). The agreement is for an
effective minimum term of 18 months. The new installation will
feature a 36 seat VR Theatre featuring its 'Swimming with
Humpbacks' and 'Shark Dive' VR cinematic experiences. Along with
the theatre there will be a range of pre-show exhibitions,
including a number of immersive and interactive experiences.
-- The Company also announced on 15 January 2020 that it has
signed contracts with the London Eye, a further four aquariums and
with its first European zoo partner for a total of 27 headsets.
Additionally, the Company has agreed terms, subject to contract,
with a further nine aquariums and five entertainment sites for a
further 66 headsets.
-- The 63 contracted (including Mandalay Bay) and 66 'subject to
contract' headsets referred to above are expected to be installed
during Q1 2020 and will, once installed, take the Company's total
installed base to 431 headsets.
-- The Company's existing installed estate, combined with these
expected headset installations, will result in an installed base
which should deliver monthly underlying EBITDA breakeven (based on
forecasted operating costs) by or around the end of Q1 2020.
-- The Company's model continues to mature, and whilst the
gestation period for Aquarium, and large footfall locations is
longer than that of Family Entertainment Centres, revenue per
headset is proving to be superior, thus delivering better return on
capital.
-- The Company now has the technical solutions necessary for one
operator to launch multiple VR theatre seats simultaneously from
one terminal. This gives it the ability to offer much larger VR
theatre solutions to Partners wanting to offer VR experiences as a
core element of their offering, without having to deploy large
numbers of staff to operate them.
-- The Company is in active discussions on a number of opportunities for larger installations.
-- In Q2 2020, the Company expects to launch a range of exciting
new "edutainment" experiences aimed at family-focused, high traffic
destinations such as zoos; science centres, museums and larger
entertainment locations.
Martin Higginson, CEO of Immotion Group, said:
"Immotion's Partnership strategy continues to gain traction and
build towards a leadership position in the "out of home" VR and
immersive experience market. Our Partner model has been well
received and is delivering great results for both ourselves and our
partners.
We have sight of an installed base of 431 headsets by the end of
Q1 2020 (including our pipeline and Mandalay Bay). This positions
us well to achieve positive monthly EBITDA by or around the end of
Q1, based on our forecasted costs base.
We continue to see strong demand for our core offering, which
now includes a fully integrated immersive exhibition solution: - a
combination of immersive, and interactive experiences alongside a
larger cinematic VR Theatre. This new offering, along with our
existing smaller footprint installations, gives us the ability to
serve both our existing Partner base, as well as the growing trend
of Partners wanting larger installations.
There is great excitement for the launch of our largest
installation in one of the world's most popular tourist
destinations, Las Vegas. Our partnership with MGM Resorts
International and its Shark Reef Aquarium at Mandalay Bay Resort
and Casino will set the trend for larger and more integrated
immersive experiences to come.
Demand for easy to operate larger VR cinematic theatres is
growing. The recent evolution of the Sea Life London Aquarium from
a 4 seat offering, to an 8 seater mini VR Theatre, alongside the
London Eye 6 seater VR Theatre is testament to demand for this
product.
We see further significant growth in both the aquarium sector
for our Ocean Explorer VR experiences, as well as iconic city
locations for our tailored Tower Coaster VR offering, especially
with the new larger multi-user VR cinematic solution. 2020 will see
us launch new "edutainment" experiences aimed at zoos, science
centres and museums as well as high traffic destinations.
It has always been our intention, based on solid financial data
to scale the business rapidly and to that end we have decided to
undertake the Placing so that we can maintain momentum. We are
looking forward to the rest of 2020 with considerable
enthusiasm."
Enquiries:
Immotion Group Martin Higginson Tel: +44 (0) 161 235
8505
WH Ireland Limited Corporate Finance: Tel: +44 (0) 207 220
(Nomad and Joint Broker) Adrian Hadden 1666
Darshan Patel
Matthew Chan
Sales / Corporate
Broking:
Jasper Berry
Hayley Mullens
David Kilbourn
Alvarium Capital Partners Alex Davies Tel: +44 (0) 207 195
Limited 1458
(Joint Broker)
Additional Information
The Fundraising
The Company is carrying out the Fundraising to raise
approximately GBP2.85 million, before expenses, via a conditional
placing of approximately 39.3 million Placing Shares at the Issue
Price of 7.25 pence per share.
The Issue Price represents a discount of approximately 11.0 per
cent to the closing mid-market price of Immotion's existing
ordinary shares of 8.15 pence on 22 January 2020 (being the last
business day prior to this Announcement. The Placing Shares,
assuming full take-up pursuant to the Placing, will represent
approximately 12.1 per cent. of the Company's enlarged issued share
capital.
WH Ireland Limited and Alvarium Capital Partners Limited are
acting as agents for the Company and have agreed to use reasonable
endeavours to place approximately 39.3 million Placing Shares at
the Issue Price with new and existing investors. The final number
of Placing Shares will be agreed by the Joint Brokers and the
Company at the close of the Bookbuild and the result will be
announced as soon as practicable thereafter. The timing for the
close of the Bookbuild and allocation of the Placing Shares shall
be at the discretion of the Joint Brokers, in consultation with the
Company. The Placing is not underwritten. The Appendix to this
Announcement (which forms part of this Announcement) contains the
detailed terms and conditions of the Placing.
In connection with the Placing, the Company has entered into the
Placing Agreement with the Joint Brokers which contains customary
warranties given by the Company with respect to the Company's
business and customary indemnities given by the Company in respect
of liabilities arising out of or in connection with the
Placing.
The issue of the Placing Shares is conditional, inter alia, on
the passing by the Company's shareholders ("Shareholders") of
certain resolutions at the General Meeting of the Company.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission"). On
the assumption that, amongst other things, the Resolutions are
passed by Shareholders at the General Meeting, it is expected that
Admission will become effective and that dealings in the Placing
Shares will commence at 8:00 a.m. on 12 February 2020 (being two
business days following the General Meeting).
Background to and the reasons for the Fundraising
We are pleased with the performance of our Partner business and
in particular the Aquarium sites, which have exceeded the
directors' expectations. We ended 2019 with 302 installed headsets,
117 of which are in our own operated ImmotionVR operations. As
outlined historically, these IVR sites should continue to deliver a
solid and profitable contribution and will remain part of the
Company's portfolio, but we do not intend to increase this number,
preferring to focus on our growing Partnership model.
To this end, we are delighted to announce we have concluded a
revenue share Partnership with Mandalay Bay Resort and Casino for
installation of a 36-seat VR theatre and interactive exhibit at the
resort's Shark Reef Aquarium, in Las Vegas. This will include
entertaining and informative pre-show elements, as well as a
self-contained 36-seat VR theatre. The standard entry package
offered for Shark Reef includes the Aquarium and Exhibit with the
value attributed to the Exhibit being a minimum of $5. The
agreement provides that Immotion will receive 50% of all revenue
attributed to the Exhibit and not less than $2.50 per ticket sold
on this basis. This package has historically received in excess of
500,000 visitors per annum (Immotion is replacing the current
exhibit). The agreement is for an effective minimum term of 18
months.
The Company also announced on 15 January 2020 that it has
reached agreement, either contractually, or subject to contract,
for the installation of a further 93 headsets across 20 new and
existing Partner locations.
The Company is now 100 per cent. focused on this growing
Partnership model, where we see significant opportunity for our
immersive "edutainment" experiences, that fit with high traffic
destinations, operated by established sector participants. We
believe there is opportunity on a global basis across aquariums;
zoos; science centres; museums and other selected high traffic
entertainment destinations.
Our initial offering to Partners was based on a small footprint,
typically two to six headsets (one to three machines). As we have
focused in on the sectors above, we have aimed to develop VR
experiences that are a good fit with Partners' offerings e.g. our
Swimming with Sharks and Whale experiences, targeted at aquariums.
This has allowed us to narrow the range of content being produced
and better focus our content creation team. We have also developed
theming and branding alongside our hardware to better communicate
with potential audiences and ultimately to drive revenues.
As our offering has become more established, and our installed
base has grown, we have seen interest emerge in larger
installations, as well as new partner sectors for which we are
developing new immersive experiences. With the larger
installations, we aim to become more of an integral part of these
locations, rather than just a smaller ancillary offering. Initial
interest has come from a range of potential Partners. All are high
traffic locations; some have little or nothing in the way of
immersive experiences; some have older technologies such as 4D
theatres, which they are looking to replace or re-purpose with a
more immersive theatre experience or as part of a larger
interactive exhibit including a VR theatre.
Whilst the directors have no doubt that our smaller footprint
offering will continue to be attractive to many partners, and will
remain a key part of our business, especially with those Partners
who are space constrained, we also see a major longer-term
opportunity to develop larger offerings more integral to a
venue.
We have considerable opportunity in front of us and with the
pipeline before us, we believe our business will move into EBITDA
profitability at or around the end of Q1 2020 and subsequently
begin to generate cash that can be used for further capital
expenditure. However, in the meantime, we do not want to lose
momentum and accordingly the Board has decided to strengthen the
Company's balance sheet and capacity to maintain growth with the
Placing.
Trading & Prospects
Trading for 2019 has finished in line with expectations and we
have made a good start to 2020. The festive period was expectedly
strong with revenue per headset across the Aquarium sector
delivering GBP794 per week.
Aquariums have remained the best performers, and proved robust
over the quieter winter months, with average weekly revenue per
headset of GBP476 for the year versus GBP303 for our overall
partner estate.
Our installed base at 31 December 2019 and implied total after
adding headsets in the pipeline is as follows:
Sites Headsets
Current
IVR 9 117
Partners 37 185
-------------------------- ------ ---------
Installed Base 46 302
Agreed Pipeline
(contracted and 'agreed
terms' or announced on
15 January 2020) 18 93
Mandalay Bay 1 36
-------------------------- ------ ---------
Implied Total 65 431
The Agreed Pipeline will be satisfied from our current stock of
136 headsets, bought in anticipation of this demand.
The current Partner estate, at 31 December 2019, breaks down as
follows:
Locations Headsets
Aquariums 14 52
Other Partner sites 23 133
--------------------- ---------- ---------
Total 37 185
As can be seen from our pipeline of sites (plus prospects under
discussion), there is a short-term emphasis on aquariums, which
along with the forthcoming Mandalay Bay installation, we expect to
benefit overall revenue per headset performance and materially
increase overall average Partner revenue per headset.
We intend to broaden our Partner base in the second half of 2020
with the introduction of a number of new and exciting immersive
experiences. We will update the market on these in due course.
Accordingly, we continue to believe, based on our forecasted
cost base, that we will reach monthly EBITDA breakeven at or around
the end of Q1 2020, and to be operating cash flow breakeven as we
move towards 500 installed headsets.
Use of Proceeds
The net proceeds of the Placing will be used predominantly to
fund capital expenditure on new installations for anticipated
future growth, as well as for general business and working capital
requirements.
We expect this additional capital expenditure to enable us to
build an installed base of circa 625 headsets, at which stage we
believe the business should be able to fund further capital
expenditure from both operational cash flow as well as debt
facilities, which we believe should become available.
The Concert Party
As set out in the Company's Admission Document dated 12 July
2018, the Company has a "Concert Party" which, at the time of the
Company's initial public offering ("IPO") held, in aggregate, 72.14
per cent. of the then fully diluted issued share capital of the
Company.
Since the IPO, the Concert Party's percentage ownership of the
Company has reduced, primarily as a result of dilution and share
trading and, accordingly, the Company understands that the members
of the Concert Party currently hold 146,918,469 Existing Ordinary
Shares and options over 8,414,083 to be issued Ordinary Shares,
representing approximately 51.34 per cent. of the current issued
share capital of the Company and 52.73 per cent. of the fully
diluted issued share capital of the Company. The Placing will
result in further dilution of the Concert Party's interest to below
50 per cent of both the issued and to be issued share capital of
the Company.
Patrick Brennan, a member of the Concert Party, has indicated an
interest in participating in the Placing.
Following the Placing, as the Concert Party will hold more than
30 per cent. but less than 50 per cent. of the Company's voting
share capital at Admission, any further acquisition of any interest
in shares in the Company by any member of the Concert Party may
trigger an obligation under Rule 9 of the Code requiring the
members of the Concert Party to make a general offer to all
Shareholders to acquire the entire issued share capital of the
Company.
Circular and Notice of General Meeting
The Company expects to publish a circular (the "Circular") in
due course in connection with the Placing, which will contain a
notice convening the General Meeting in order to approve certain
matters necessary to implement the Fundraising.
A copy of the Circular will be made available on the Company's
website https://immotion.co.uk/.
The General Meeting is expected to be convened for 10:00 a.m. on
10 February 2020 and will take place at WH Ireland Limited, 24
Martin Lane, London, EC4R 0DR. The actions that Shareholders should
take to vote on the Resolutions will be set out in the Circular to
be posted in due course, along with the recommendations of the
Directors.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside
information is set out in this Announcement. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of such inside information relating to the
Company and its securities.
**S**
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE BROKERS, ("QUALIFIED INVESTORS") AS
DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH
MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE
SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Brokers
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
WH Ireland or Alvarium confirms to such Placee its allocation of
Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Brokers and the Company have entered into a Placing
Agreement, under which the Brokers have, on the terms and subject
to the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for approximately 39.3 million
Placing Shares. It is expected that the Placing will raise, in
aggregate, up to approximately GBP2.85 million in gross proceeds at
a price of 7.25 pence per share ("Placing Price") with up to
approximately 39.3 million Placing Shares expected to be issued.
The Placing is not being underwritten by the Brokers or any other
person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Brokers and a
further announcement confirming these details will be made in due
course.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under IMMO with ISIN
GB00BD5JRP64.
Application for admission to trading
Application will be made to London Stock Exchange for admission
to trading of the Placing Shares on AIM. It is expected that
settlement of any such shares and Admission will become effective
on or around 12 February 2020 and that dealings in the Placing
Shares will commence at that time.
Bookbuild
The Brokers will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Brokers and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing are as
follows:
1 The Brokers are arranging the Placing as agent for, and broker of, the Company.
2 Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Brokers. The Brokers are entitled to participate in the Placing
as principal.
3 The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be agreed between the
Brokers and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
4 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland or Alvarium. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe for or purchase at the Placing Price.
Bids may be scaled down by the Brokers on the basis referred to in
paragraph 8 below.
5 The timing of the closing of the Bookbuild will be at the
discretion of Brokers. The Company reserves the right to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its absolute discretion.
6 Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland, Alvarium following the close of the
Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. WH Ireland, Alvarium's
oral or emailed confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of WH Ireland, Alvarium and the
Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
association. Except with WH Ireland, Alvarium's consent, such
commitment will not be capable of variation or revocation.
7 The Company will make a further announcement following the
close of the Bookbuild detailing the total number of Placing Shares
to be issued at the Placing Price.
8 Subject to paragraphs 4 and 5 above, WH Ireland, Alvarium may
choose not to accept bids and/or to accept bids, either in whole or
in part, on the basis of allocations determined at their discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. WH Ireland,
Alvarium may also, notwithstanding paragraphs 4 and 5 above,
subject to the prior consent of the Company, allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time.
9 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and except with WH Ireland, Alvarium's consent will not be
capable of variation or revocation from the time at which it is
submitted.
10 Except as required by law or regulation, no press release or
other announcement will be made by the Brokers or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
11 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12 All obligations of the Brokers under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
13 By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee following the close of
the Bookbuild.
14 To the fullest extent permissible by law and the applicable
rules of the FCA, none of the Brokers nor any of their affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and the
Brokers and their affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In
particular, none of the Brokers nor any of their affiliates shall
have any liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Brokers' conduct of the
Placing.
Conditions of the Placing
The Brokers obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
1 the Shareholders passing new authorities to allot and issue
the Placing Shares and disapply pre-emption rights at the General
Meeting;
2 the release of this Announcement to a Regulatory Information
Service by no later than 8.00 a.m. on 23 January 2020;
3 the application and all other documents required to be
submitted with the application being delivered to the London Stock
Exchange not later than 9.00 a.m. on 07 February 2020;
4 the delivery by the Company to the Brokers of certain
documents required under the Placing Agreement;
5 the publication of an announcement announcing the results of
the Placing through a Regulatory Information Service by no later
than 4.30 p.m. on 23 January 2020 (or such later time and/or date
as may be agreed in writing between the Company and the
Brokers);
6 the Company having fully performed their obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
7 none of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading in any respect at any time
between the date of the Placing Agreement and Admission and no fact
or circumstance having arisen which would render any of the
warranties untrue or inaccurate or misleading in any material
respect if it was repeated as at Admission;
8 the posting by no later than 23 January 2020 (by first class
pre-paid mail) of the Circular to Shareholders and such other
persons (if any) entitled to receive the Circular in accordance
with the Company's articles of association;
9 the issue and allotment of the Placing Shares, conditional
only upon Admission, by 8.00 a.m. 12 February 2020 or such later
time as may be agreed between the Company and the Brokers, not
being later than 5.00 p.m. on 28 February 2020 (the "Long Stop
Date");
10 Admission taking place no later than 8.00 a.m. on 12 February
2020 (or such later time and/or date as may be agreed in writing
between the Company and the Brokers but in any event no later than
5.00 p.m. on the Long Stop Date); and
11 the Placing Agreement not having been terminated by any of the Brokers.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Brokers by the respective time or
date where specified (or such later time or date as the Brokers may
notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
The Brokers may, at their discretion and upon such terms as they
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement
save that the condition relating to Admission taking place by the
Long Stop Date may not be waived nor extended. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
Neither the Brokers, the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Brokers.
Right to terminate the Placing Agreement
The Brokers are entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia, if before
Admission:
1 the Company are in breach of any provision of the Placing
Agreement, or with the requirements of any laws or regulations
(including the Market Abuse Regulation and the AIM Rules) in
relation to the Placing;
2 a Broker becomes aware of any circumstance which results in a
breach of any of the warranties given in the Placing Agreement when
given at the date of the Placing Agreement or which results in or
might in the opinion of the Brokers result in a breach of any of
the warranties when deemed given;
3 the appointment of any of the Brokers as agent of the Company
is terminated for whatever reason;
4 it should come to the notice of the Brokers that any statement
contained in any of the Placing Documents (as defined in the
Placing Agreement) is untrue, inaccurate or misleading which the
Brokers (acting reasonably) considers to be material or that
matters have arisen which would, if the Placing Documents were
issued at that time, constitute an omission therefrom which the
Brokers (acting reasonably) consider to be material, and such
matter may not, in the opinion of the Brokers (acting reasonably)
be addressed by the publication of a further document or the making
of an announcement;
5 in the opinion of the Brokers (acting in good faith) any
material adverse change in the financial or trading position or
prospects of the Company or any Group Company has or will
occur;
6 the application is refused by the London Stock Exchange;
7 a suspension of trading in securities generally on the London
Stock Exchange or trading is limited or minimum prices established
on such exchange; or
8 an event or other matter (including, without limitation, any
change or development in economic, financial, political, diplomatic
or other market conditions or any change in any government
regulation) has occurred or is likely to occur which, in the
opinion of the Brokers acting in good faith, is (or will be if it
occurs) likely materially and prejudicially to affect the financial
position or the business or prospects of the Company or otherwise
makes it impractical or inadvisable for the Brokers to perform
their respective obligations under the Placing Agreement; for these
purposes 'market conditions' includes conditions affecting
securities in the business sector in which the Company operates and
conditions affecting securities generally.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Brokers of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Brokers and that the Brokers need not
make any reference to Placees in this regard and that neither the
Brokers nor any of their respective affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information"). Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Exchange Information), representation,
warranty, or statement made by or on behalf of the Company or the
Brokers or any other person and neither the Brokers, the Company
nor any other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information,
representation, warranty or statement must not be relied upon as
having been authorised by the Brokers, the Company or their
respective officers, directors, employees or agents. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor
the Brokers are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or
regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note in accordance with the standing arrangements in place
with the relevant Broker, stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee (in GBP) and a form of confirmation in relation to
settlement instructions.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by WH Ireland, Alvarium in accordance with the standing
CREST settlement instructions, which they have in place with WH
Ireland or Alvarium.
Settlement of transactions in the Placing Shares (ISIN:
GB00BD5JRP64) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST")
provided that, subject to certain exceptions, the Brokers reserve
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will be on 12 February 2020 in
accordance with the instructions set out in the form of
confirmation.
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 4 percentage points above the prevailing LIBOR
as determined by WH Ireland Limited.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Brokers may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for WH Ireland, Alvarium's account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify WH Ireland and/or
Alvarium on demand for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer tax (together with any interest
or penalties) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on WH Ireland, Alvarium such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which WH Ireland, Alvarium lawfully takes
in pursuance of such sale. Legal and/or beneficial title in and to
any Placing Shares shall not pass to the relevant Placee until it
has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Brokers nor the Company
will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection
with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to each Broker (for itself and on
behalf of the Company):
1 that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2 that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3 that the exercise by the Brokers of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Brokers and the Brokers need not have any reference to it
and shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Brokers or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4 that these terms and conditions represent the whole and only
agreement between it, the Brokers and the Company in relation to
its participation in the Placing and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information or
representation or warranty in relation to the Company or any of its
subsidiaries or any of the Placing Shares other than as contained
in this Announcement and the Exchange Information, such information
being all that it deems necessary to make an investment decision in
respect of the Placing Shares. Each Placee agrees that neither the
Company, the Brokers nor any of their respective officers,
directors or employees will have any liability for any such other
information, representation or warranty, express or implied;
5 that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Brokers has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
6 that neither it nor, as the case may be, its clients expect
the Brokers to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Brokers are not acting for it or its clients, and that
the Brokers will not be responsible for providing the protections
afforded to customers of the Brokers or for providing advice in
respect of the transactions described herein;
7 that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither any of the Brokers or the Company nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement, the Presentation or the Publicly
Available Information; nor has it requested any of the Brokers, the
Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
8 that it is: (i) unless otherwise agreed in writing with the
Brokers, located outside the United States and is not a US person
as defined in Regulation S under the Securities Act ("Regulation
S") and is subscribing for and/or purchasing the Placing Shares
only in "offshore transactions" as defined in and pursuant to
Regulation S, and (ii) it is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as
defined in Regulation S or by means of any form of "general
solicitation" or "general advertising" as such terms are defined in
Regulation D under the Securities Act;
9 that 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 and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
10 that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and Publicly Available Information;
11 that none of the Brokers or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information.
12 that, unless specifically agreed with the Brokers, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
13 that it is not a national or resident of Canada, Australia,
Ireland, South Africa or Japan or a corporation, partnership or
other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the Placing Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic South Africa or Japan;
14 that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15 that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
16 that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Brokers or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17 that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18 that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Brokers;
19 that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
20 that, unless otherwise agreed by the Brokers, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
21 that, unless otherwise agreed by the Brokers, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
22 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
23 that any money held in an account with any of the Brokers (or
their nominee) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from the Brokers (or their nominee's) money in
accordance with such client money rules and will be used by the
Brokers in the course of its own business and each Placee will rank
only as a general creditor of the Brokers;
24 that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
25 that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26 that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
27 that it appoints irrevocably any director of a Broker as its
agent for the purpose of executing and delivering to the Company
and/or its registrars any document on its behalf necessary to
enable it to be registered as the holder of the Placing Shares;
28 that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
29 that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Brokers nor the Company has considered its particular objectives,
financial situation and needs;
30 that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
31 that it will indemnify and hold the Company and the Brokers
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Brokers will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Brokers and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Brokers for itself and
on behalf of the Company and will survive completion of the Placing
and Admission;
32 that time shall be of the essence as regards obligations pursuant to this Appendix;
33 that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Brokers to provide any legal, financial, tax or
other advice to it;
34 that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the Brokers shall
notify it of such amendments;
35 that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and
it will provide promptly to the Brokers such evidence, if any,
as to the identity or location or legal status of any person which
the Brokers may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Brokers on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Brokers may decide
in its absolute discretion;
36 that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Rules made by the FCA pursuant to
Commission Regulation (EC) No. 809/2004;
37 that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party;
38 that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Brokers in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
39 that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Brokers;
40 that the Brokers owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
41 that the Brokers or any of their respective affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares;
42 that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
43 that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Brokers and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to each Broker for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Brokers.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Brokers will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Brokers in the event that any of the
Company and/or the Brokers have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Brokers
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Brokers or by any of their respective affiliates or agents as to or
in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Definitions:
"Admission" admission of the Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules
for Nominated Advisers (as the context may require)
-----------------------------------------------------------
"Announcement" this announcement (including the Appendix which
forms part of this announcement) dated 23 January
2020
-----------------------------------------------------------
"Alvarium" Alvarium Capital Partners Limited
-----------------------------------------------------------
"Bookbuild" the accelerated bookbuilding to be conducted by
WH Ireland and Alvarium pursuant to the Placing
Agreement and this Announcement
-----------------------------------------------------------
"Brokers" WH Ireland and Alvarium and each a "Broker"
-----------------------------------------------------------
"EEA" the European Economic Area
-----------------------------------------------------------
"Existing Ordinary the 286,165,544 Ordinary Shares in issue as at
Shares" the date of this announcement
-----------------------------------------------------------
"FCA" the Financial Conduct Authority of the United Kingdom
-----------------------------------------------------------
"General Meeting" the general meeting of the Company to be held at
10.00 a.m. on 10 February 2020 (or any reconvened
meeting following any adjournment of the general
meeting) at WH Ireland's offices at 24 Martin Lane,
London EC4R 0DR
-----------------------------------------------------------
"Group Company" the Company and its existing subsidiaries and subsidiary
undertakings
-----------------------------------------------------------
"Market Abuse the Market Abuse Regulation (2014/596/EU) (incorporating
Regulation" the technical standards, delegated regulations
and guidance notes, published by the European Commission,
London Stock Exchange, the FCA and the European
Securities and Markets Authority)
-----------------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.00040108663 each in the
capital of the Company
-----------------------------------------------------------
"Presentation" the investor presentation to prospective Placees
relating to the Group and its business
-----------------------------------------------------------
"Publicly Available any information announced through a Regulatory
Information" Information Service by or on behalf of the Company
on or prior to the date of this Announcement
-----------------------------------------------------------
"Regulatory Information one of the regulatory information services authorised
Service" by the FCA acting in its capacity as the UK listing
authority to receive, process and disseminate regulatory
information
-----------------------------------------------------------
"Resolutions" the resolutions to be proposed at the General Meeting
-----------------------------------------------------------
"Securities Act" the United States Securities Act of 1933, as amended
-----------------------------------------------------------
"WH Ireland" W H Ireland Limited
-----------------------------------------------------------
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
MSCZZGZMZZMGGZZ
(END) Dow Jones Newswires
January 23, 2020 02:00 ET (07:00 GMT)
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