TIDMBOKU
RNS Number : 2881Q
Boku Inc
17 June 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED
(THE "US SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, RESOLD,
PLEDGED, DELIVERED, DISTRIBUTED OR OTHERWISE TRANSFERRED, DIRECTLY
OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO PERSONS ELSEWHERE
WHO ARE "US PERSONS" WITHIN THE MEANING OF THAT TERM AS IT IS USED
IN REGULATION S OF THE US SECURITIES ACT ("US PERSONS") except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act, and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. Any securities that may be
offered outside of the United States to non-US Persons will be
subject to the conditions listed under Section 903(b)(3), or
Category 3, of Regulation S. Such securities will also be
"restricted securities" as defined in Rule 144 under the US
Securities Act. The securities have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of any proposed offering of the securities, or
the accuracy or adequacy of this DOCUMENT. Any representation to
the contrary is a criminal offence in the United States. There will
be no public offering of the securities in the United States.
Hedging transactions in securities may not be conducted unless in
compliance with the US Securities Act.
NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING
MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES
NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE OR THE REPUBLIC OF
SOUTH AFRICA.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN BOKU, INC.
IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.
17 June 2020
Boku, Inc.
("Boku" or the "Company" and, together with its subsidiaries,
the "Group")
Proposed Acquisition of Fortumo Holdings Inc.
Proposed unconditional Placing to raise up to c.$25 million
Boku (AIM:BOKU), a leading global mobile payment and mobile
identity company, is pleased to announce that it has conditionally
agreed to acquire the entire issued and to be issued share capital
of Fortumo Holdings, Inc. and its subsidiaries ("Fortumo") (the
"Acquisition") in a transaction valued at a maximum enterprise
value of $41 million.
The Acquisition is a significant step in Boku's global Direct
Carrier Billing ("DCB") growth strategy, bringing together the two
most profitable platforms in the DCB market with complementary
capabilities and customer bases. The Acquisition will cement the
Group's positioning as a leading mobile payment and mobile identity
solutions company. Fortumo primarily focuses on providing mobile
payment solutions to over 400 small-to-medium sized enterprises,
but also services larger merchants including Google, Amazon and
Tencent.
Fortumo is being acquired for a maximum consideration of $45
million (the "Total Maximum Consideration"), which includes Boku
acquiring $4 million of net working capital. The Total Maximum
Consideration comprises $37.6 million in cash along with
approximately $2 million in Restricted Stock Units payable to the
selling equity holders of Fortumo (the "Vendors") plus further
consideration of up to approximately $5.4 million in cash,
representing 12% of the Total Maximum Consideration, which is to be
held in escrow subject to certain EBITDA earn-out, working capital
and indemnity conditions being satisfied.
The Acquisition and associated costs will be funded by way of;
(i) an unconditional placing to raise gross proceeds of up to
approximately $25 million (the "Placing"); and (ii) new bank
facilities of approximately $20 million.
Acquisition Highlights
-- The Acquisition is a significant step in Boku's global DCB
growth strategy, bringing together the two most profitable
platforms in the DCB market with complementary customer bases,
geographic spread and technology platforms and consolidating Boku's
position as the global leader in the DCB market.
-- Boku primarily serves large digital merchants and Fortumo
primarily serves over 400 small and medium sized merchants with
higher margins, with limited customer overlap.
-- For the financial year ended 31 December 2019, restated to
Boku's accounting treatment, Fortumo generated audited revenues of
$7.2 million*, Adjusted EBITDA of $2.3m and an operating profit of
$2.1 million. As at 31 December 2019, Fortumo had net assets of
$8.7 million.
-- Fortumo has grown revenue at a compound annual growth rate
("CAGR") of 25% between 2017 and 2019; Adjusted EBITDA CAGR was
100% over the same period.
-- Fortumo has traded in line with plans during the period of
the coronavirus epidemic with unaudited revenues of $1.8m, a 17%
increase from the same period in 2019. Adjusted EBITDA for Q1 was
$618,000, 29% up on a year on year basis.
-- The Acquisition is expected to deliver operational
efficiencies for Boku through access to Fortumo's lower operational
cost base in Estonia and use of Fortumo's d irect connections in
many Asian markets to complement the existing Boku network.
-- The Acquisition is expected to be immediately earnings
accretive for Boku (before synergies).
Acquisition Consideration and Placing
-- The Company intends to finance the cash portion of the Total
Maximum Consideration and associated expenses through: (i) an
unconditional placing of new common shares in the capital of the
Company (the "Placing Shares") raising gross proceeds of
approximately $25 million (GBP19.8 million), and by drawing down
approximately $20 million (GBP15.9 million) in borrowings pursuant
to the terms of the Acquisition Finance Agreement.
-- In addition approximately $2 million of Restricted Stock
Units ("RSUs") will be issued to the Vendors.
-- As part of the terms of the Acquisition, 12% of the Total
Maximum Consideration, equating to approximately $5.4 million
(GBP4.3 million), will be held in escrow, subject to Fortumo's
EBITDA-earn-out, working capital and indemnity conditions.
-- Post-Acquisition leverage is expected to be less than 2x net
debt to enlarged Group adjusted EBITDA**.
-- The Placing is being conducted through an accelerated book
build process being managed by Peel Hunt LLP ("Peel Hunt") (the
"Bookrunner").
-- The book build will open with immediate effect following this announcement.
-- The Placing is not being underwritten.
-- Further details of the terms of the Placing are set out in
the appendix to this announcement.
-- The Acquisition is conditional, inter alia, upon admission of
the Placing Shares to trading on AIM ("Admission").
-- Admission of the Placing Shares to trading on AIM is expected
on or around 22 June 2020.
-- The Placing is not conditional on the completion of the
Acquisition. In the unlikely event the Acquisition does not
complete by 17 September 2020 (being the long stop date under the
Acquisition Agreement), the Company may, at its option, decide to
return the placing proceeds to the Placees, if and to the extent
each such Placee remains the holder of its Placing Shares, by
repurchase of such Placing Shares out of proceeds legally available
to the Company and subject to any necessary shareholder, lender or
other approvals.
* Audited Fortumo Revenue was EUR 35.8m which included
approximately EUR 29m of carrier receivables counted as revenue.
The figures presented are per Boku's accounting treatment and have
been translated to USD at a rate of EUR 1 = 1.12 USD
** Adjusted for Share-based payments, Exceptional Items and
Foreign Exchange
Jon Prideaux, Boku's CEO, commented,
"Boku has always grown by a mixture of organic growth and
selective acquisition. This deal, which will be our sixth, cements
our position as the scale player in Direct Carrier Billing. It
brings together the two most profitable players in the industry,
with compatible technology, complementary customers and with a
great cultural fit."
Martin Koppell, Fortumo's CEO, commented,
"Joining the Boku group of companies is a great next step for
the Fortumo team, which has built up a world-class, business
critical technology platform used by some of the world's leading
digital merchants. With a joint strategy, we will be able to better
help merchants grow their presence across the world. This also
represents a fundamental shift in the Direct Carrier Billing market
as the reach, complexity, quality and time-to-market for the
solutions we build together will be unmatched."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the
publication of this announcement, this inside information is now
considered to be in the public domain. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is being made on behalf of Boku by Jon Prideaux
(Chief Executive Officer) and Keith Butcher (Chief Financial
Officer).
For further information, please contact:
Boku, Inc.
Jon Prideaux, Chief Executive Officer 020 3934
Keith Butcher, Chief Financial Officer 6630
Peel Hunt LLP (Nominated Adviser, Broker,
and Sole Bookrunner)
Corporate - Edward Knight / Nick Prowting
/ Christopher Golden 020 7418
ECM - Sohail Akbar 8900
IFC Advisory Limited (Financial PR & IR)
Tim Metcalfe / Graham Herring / Florence 020 3934
Chandler 6630
About Boku
Incorporated in 2008, Boku is a leading global mobile payment
and mobile identity company. Boku's Platform, which is linked to
billing, identity and sales systems of more than 200 mobile wallets
and network operators, simplifies transacting on mobile
devices.
Boku's "Payment Products" enable mobile phone users, of which
there are more than five billion worldwide, to buy goods and
services and charge them to their mobile phone bill or pre-pay
balance. Its "Identity Products" are used to verify user details.
Companies like Apple, Google, Facebook, Microsoft, PayPal, Spotify,
and Sony use Boku to simplify sign-up, acquire new paying users and
prevent fraud.
To find out more visit: https://www.Boku.com/
About Fortumo
Fortumo operates in the DCB market with customers in Europe and
Asia, focusing on the emerging markets. It is headquartered in
Estonia, with 73 employees and over 400 merchants on its settlement
model. Since inception, it has been enabling user acquisition,
monetisation and retention for app stores and digital service
providers through its digital enablement platform.
Fortumo's platform provides a holistic solution for digital
merchants to grow, helping to acquire new users and converting them
into paying customers.
To find out more visit: https://Fortumo.com/
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below and the Appendix to this
Announcement (which forms part of this Announcement) which sets out
the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to
acquire Placing Shares, will be deemed to have read and understood
this Announcement in its entirety (including the Appendix) and to
be making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, confirmations, acknowledgements and undertakings
contained in the Appendix.
1. Introduction to the Acquisition of Fortumo
Boku is pleased to announce that it has conditionally agreed to
acquire the entire issued and to be issued share capital of
Fortumo, a US incorporated private holding company with an Estonian
based trading subsidiary, Fortumo OÜ, for a maximum consideration
of $45 million. The Acquisition strengthens Boku's DCB portfolio,
with Fortumo being the second most profitable company within the
DCB market.
The Total Maximum Consideration includes Boku acquiring $4
million of net working capital and comprises $37.6 million in cash
along with approximately $2 million in RSUs payable to the Vendors.
Further consideration of up to $5.4 million in cash, representing
12% of the Total Maximum Consideration, is to be held in escrow
subject to certain EBITDA earn-outs, working capital and indemnity
conditions.
The Acquisition will be funded by way of; (i) a Placing to raise
gross proceeds of up to approximately $25 million pursuant to the
terms of the Placing Agreement; and (ii) new bank facilities of
approximately $20 million pursuant to the terms of the Acquisition
Finance Agreement. The Acquisition is conditional upon, among other
things, (i) admission of the Placing Shares (as defined below) to
trading on AIM (which is expected to occur on 22 June 2020); and
(ii) the funds being made available under the Acquisition Finance
Agreement. Immediately after completion of the Acquisition,
leverage is expected to be less than 2x net debt to enlarged Group
EBITDA.
2. Background to and reasons for the Acquisition
The combination will help to consolidate the DCB market
The acquisition of Fortumo supports Boku's global DCB strategy
and would bring together the two most profitable platforms in the
DCB market. With Boku serving large digital merchants and Fortumo
mainly serving smaller merchants at high margins, particularly in
emerging markets, Asia and Europe, there is limited customer
overlap.
Boku has a strong track record of buying and integrating DCB
companies minimising execution risk.
Boku's management team has bought and successfully integrated
multiple carrier billing companies since foundation, including
Qubecell in 2012, Mopay in 2014 and Mobileview in 2015.
Boku places a strong emphasis on teamwork, people and talent
The senior management and wider team within Fortumo have a
strong cultural fit with Boku, strengthening Boku's management
capabilities further. Fortumo has an experienced technical team who
would complement Boku's existing team in implementing existing
strategies.
Fortumo and Boku's connections are complementary
The combination of Boku and Fortumo will see an enlarged and
differentiated customer base. Fortumo will benefit from Boku's
direct connections in the Americas, Europe and Asia and Boku can
benefit from Fortumo's direct connections in Asia, including in
Vietnam and Indonesia and their wider network. Boku considers this
to be key in its strategy of expansion into key growth markets.
Combined entity expected to benefit from operational
efficiencies
Boku is also expected to benefit from Fortumo's lower cost
engineering centre, reducing operating expenses. The combination of
Boku's and Fortumo's platform is expected to drive efficiencies
through the utilisation of Fortumo's semi-automated onboarding and
settlement and their focused platform for small and medium
enterprise merchants.
3. Financial information on Fortumo
Financial Year ended 31 December
$ thousands 2017 2018 2019 2017-19
CAGR
-------------------- ----------- ----------- ----------- ---------
Revenue 4,578 5,748 7,207 25%
Adj. EBITDA 583 1,219 2,338 100%
Adj. EBITDA Margin 13% 21% 32%
Operating profit 505 1,017 2,084 103%
Notes:
(a) Fortumo had gross assets of $25.5 million and net assets
of $7.7 million as at 31 December 2019
(b) Estonian Financial Reporting Standards, adjusted to Boku
Revenue recognition approach
(c) All data are audited
(d) Original currency was Euro, converted to USD at 1.12
Source: Fortumo Audited Accounts, restated to Boku's accounting
treatment
4. Financial effects of the Acquisition and Placing
The Directors believe that, taking into account the business and
prospects of the enlarged Group, the Acquisition is expected to be
immediately earnings accretive in the financial year to 31 December
2020.
5. Integration Strategy
Boku intends to run the combined Group as standalone entities
within the Group structure to minimise execution risk. Therefore,
the senior management team of Fortumo, including current CEO Martin
Koppel, will join Boku and continue to manage Fortumo.
The combined entity will consolidate the market and join two
companies to form a natural combination in the DCB market.
6. Current trading update
Boku's trading in the five months to 31 May 2020 has benefited
from higher demand for home entertainment services brought on by
the lockdowns across the world designed to combat Covid-19. The
Payments volume processed in the five months to 31 May 2020 was
$2.6 billion, a gain of 35% on the same period in 2019 (2019: $1.9
billion). Monthly Active Users in May 2020 exceeded 20 million, an
increase of 36% on May 2019. New users in the five months totalled
more than 9.2 million, 20% higher on the average of the previous
two years (2019: 7.6 million, 2018: 7.5 million). The Identity
division has made good progress towards a global model on the
supply side with the network increasing to more than 200 carriers
in 51 countries through a combination of direct and indirect
connections. Identity Merchants are currently generating revenue in
5 countries.
Fortumo has also traded in line with its plans for the first
quarter of 2020. Unaudited management accounts show revenues of
$1.8 million and Adjusted EBITDA of $618,000 (increases of 17% and
29% respectively from the same period in 2019).
$ thousands 2019-Q1 2020-Q1 Growth
-------------------- -------- -------- -------
Revenue 1,531 1,796 17%
Adj. EBITDA 454 618 29%
Adj. EBITDA Margin 30% 34%
Operating profit 425 549 29%
Notes:
(a) Fortumo had gross assets of $28 million and net assets of
$8.1 million as at 31 March 2020
(b) Estonian Financial Reporting Standards, adjusted to Boku
Revenue recognition approach
(c) All data are unaudited, based on management accounts
(d) Original currency was Euro, converted to USD at 1.12
Source: Fortumo management accounts
7. Details of the proposed Placing
Under the terms of a placing agreement entered into today
between Peel Hunt and the Company (the "Placing Agreement"), Peel
Hunt has agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares to raise gross proceeds of up to
approximately $25 million.
The Placing is not being underwritten.
The Placing Shares will, following Admission, rank pari passu
with the existing issued Common Shares and will have the right to
receive all dividends and other distributions declared, made or
paid in respect of the issued Common Shares of the Company
following Admission.
The Placing, which is subject to the terms and conditions set
out in the appendix to this announcement, is conditional upon,
inter alia, Admission becoming effective and the Placing Agreement
becoming unconditional in all respects by no later than 8.00 a.m.
on 22 June 2020 or such later date (being not later than 8.00 a.m.
on 26 June 2020) as the Company and Peel Hunt may agree.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will occur and that dealings will commence at 8.00
a.m. on 22 June 2020.
The allotment and issue of the Placing Shares will not exceed
the Company's existing authorities. Therefore, no shareholder
approval is required.
Important notices
This announcement has been prepared in accordance with English
law, the AIM Rules and the Disclosure Guidance and Transparency
Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of
jurisdictions outside England.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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 by Peel Hunt or by any of
its affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. None
of the information in this Announcement has been independently
verified or approved by Peel Hunt or any of its partners,
directors, officers, employees, advisers, consultants or
affiliates. Save for any responsibilities or liabilities, if any,
imposed on Peel Hunt by the Financial Services and Markets Act 2000
("FSMA") or by the regulatory regime established under it, no
responsibility or liability is accepted by either Peel Hunt or any
of its partners, directors, officers, employees, advisers,
consultants or affiliates for any errors, omissions or inaccuracies
in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 (the "Prospectus Regulation") from the requirement to produce
a prospectus. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FMSA does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the European Economic Area
who are qualified investors within the meaning of Article 2(e) of
the Prospectus Regulation ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investments professional" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are 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
Announcement and the Appendix must not be acted on or relied on by
persons who are not Relevant Persons.
This announcement is not for release, publication, distribution,
directly or indirectly, in or into the United States (including its
territories and possessions and any state or other jurisdiction of
the United States). This announcement does not constitute or form a
part of any offer to sell or solicitation to purchase or subscribe
for securities in the United States or in any other jurisdictions.
The securities referred to in this announcement have not been, and
will not be, registered under the United States Securities Act of
1933, as amended (the "US Securities Act") and may not be offered,
sold, resold, pledged, distributed, transferred or delivered,
directly or indirectly, in or into the United States or to persons
elsewhere who are "US persons" within the meaning of that term as
it is used in Regulation S promulgated under the US Securities Act
("US Persons") except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. Any
securities that may be offered outside of the United States to
non-US Persons will be subject to the conditions listed under
Section 903(b)(3), or Category 3, of Regulation S. Such securities
will also be "restricted securities" as defined in Rule 144
promulgated under the Securities Act. The securities have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed
offering of the securities, or the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence
in the United States. There will be no public offer of securities
in the United States. Hedging transactions in securities may not be
conducted unless in compliance with the Securities Act.
Cautionary 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",
"envisages", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including, without limitation: a condition to the Placing not being
satisfied, expected cost savings not being realised, changing
demands of consumers, changing business or other market conditions,
and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the plans and
events described in this announcement. Forward-looking statements
contained in this announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules, the Disclosure Guidance and Transparency Rules
or other applicable legislation or regulation, Boku does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Peel Hunt.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange plc.
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.
Peel Hunt
Peel Hunt , which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA"), is appointed as
Boku's nominated adviser and Bookrunner only and is therefore
acting only for Boku in connection with the matters described in
this announcement and is not acting for or advising any other
person, or treating any other person as its client, in relation
thereto and will not be responsible for providing the regulatory
protection afforded to clients of Peel Hunt or advice to any other
person in relation to the matters contained herein. Neither Peel
Hunt nor any of its directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for this
announcement, its contents or otherwise in connection with it or
any other information relating to Boku, whether written, oral or in
a visual or electronic format.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/ 65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any manufacturer (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Boku Shares being the subject of the Placing have been subject
to a product approval process, which has determined that such Boku
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Boku Shares may decline and
investors could lose all or part of their investment; the Boku
Shares offer no guaranteed income and no capital protection; and an
investment in the Boku Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Peel Hunt will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Boku Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Boku Shares and determining
appropriate distribution channels.
APPIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE
COUNCIL OF 14 JUNE 2017, (THE "PROSPECTUS REGULATION") ("QUALIFIED
INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
ARE ALSO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF
ANY SECURITIES IN THE COMPANY.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, pledged, transferred, distributed or delivered, directly or
indirectly, in or into the United States or to persons elsewhere
who are "US persons" within the meaning of that term as it is used
in Regulation S promulgated under the US Securities Act ("US
Persons") except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act, and in compliance with the securities laws of any
state or other jurisdiction of the United States. The Placing
Shares are being offered and sold only: (i) outside of the United
States in accordance with Section 903(b)(3), or Category 3, of
Regulation S promulgated under the US Securities Act ("Regulation
S") and otherwise in accordance with applicable laws; and (ii) in
the United States only to a limited number of investors that are
"qualified institutional buyers" ("QIBs") as defined in Rule 144A
under the US Securities Act, pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act. The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of any proposed offering of the Placing Shares,
or the accuracy or adequacy of this document. Any representation to
the contrary is a criminal offence in the United States. There will
be no public offer of the securities mentioned herein in the United
States. Hedging transactions in the Placing Shares may not be
conducted unless in compliance with the US Securities Act.
The Company has not been and will not be registered under the
Investment Company Act of 1940, as amended (the "Investment Company
Act") and, as such, investors will not be entitled to the benefits
of the Investment Company Act. No offer, purchase, sale or transfer
of the Placing Shares may be made except under circumstances which
will not result in the Company being required to register as an
investment company under the Investment Company Act.
This announcement and the information contained herein is
restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into or from
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which such release publication or distribution
would be unlawful.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a purchase of Placing
Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Peel
Hunt or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Peel Hunt to inform themselves about
and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for any securities in the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction. No public offer of securities of the Company is being
made in the United Kingdom, the United States or elsewhere.
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; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares 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 or the Republic of South Africa or any other
jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement,
including this Appendix, in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix. In particular, each Placee
located outside of the United States represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, that any Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in any member
state of the EEA or the United Kingdom in circumstances which may
give rise to an offer of securities to the public other than an
offer or resale in a member state of the EEA or the United Kingdom
to Qualified Investors (as defined above), or in circumstances in
which the prior consent of Peel Hunt has been given to each such
proposed offer or resale;
3. 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; and
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement; and
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting) is and, at the time the
Placing Shares are subscribed for, will be located outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S,
and is not a U.S. person (as defined in Rule 902(k) of Regulation
S) or purchasing for the account or benefit of a U.S. person (other
than a distributor).
Each Placee located in the United States shall make specific
representations, warranties, acknowledgements and agreements
pursuant to a US investor letter (the "US Investor Letter ") to be
delivered to Peel Hunt. The Company and Peel Hunt will rely upon
the truth and accuracy of representations, warranties,
acknowledgements and agreements made pursuant to the US Investor
Letter.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA or submitted to the
London Stock Exchange plc (the "London Stock Exchange") in relation
to the Placing or the Placing Shares and Placees' commitments will
be made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the information
contained in this Announcement (including this Appendix), the
announcement of the pricing of the Placing (the "Placing Results
Announcement") (together, the "Placing Documents") and any other
information publicly announced through a regulatory information
service ("RIS") by or on behalf of the Company on or prior to the
date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the contract note
sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of Peel
Hunt or the Company or any other person and none of Peel Hunt, the
Company nor any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any responsibility
or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received. 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. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Each Placee should consult its own
attorney, tax advisor, and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraud or fraudulent misrepresentation by that person.
Details of the Placing Agreement and the Placing Shares
Peel Hunt is acting as sole bookrunner in connection with the
Placing and has today entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set
out therein, Peel Hunt, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure placees for
the Placing Shares.
The Placing is not underwritten by Peel Hunt.
The final number of Placing Shares at the Placing Price (as
defined below) will be set out in a share placing supplement agreed
between Peel Hunt and the Company following the Bookbuilding (the
"Placing Supplement").
The Placing Shares will, when issued, be credited as fully paid
up and will be issued subject to the Company's certificate of
incorporation and bylaws and rank pari passu in all respects with
the existing Common Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of the Common Shares after the date of issue of the Placing
Shares, and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange for the
admission of the Placing Shares (as represented by Depositary
Interests) to trading on AIM ("Admission").
It is expected that Admission of the Placing Shares will become
effective at or around 8.00 a.m. (London time) on or around 22 June
2020 (or such later time and/or date as Peel Hunt may agree with
the Company) and that dealings in the Placing Shares will commence
at that time.
Bookbuild
Peel Hunt will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Announcement 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. Peel Hunt shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
it may, in its absolute discretion following consultation with the
Company, determine.
Participation in, and principal terms of, the Placing
1. Peel Hunt is arranging the Placing as sole bookrunner and
placing agent of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by Peel Hunt. Peel Hunt may itself agree to be a
Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.
2. The Bookbuild, if successful, will establish a single price
payable to Peel Hunt by Placees whose bids are successful (the
"Placing Price"). The number of Placing Shares and the Placing
Price will be agreed between Peel Hunt and the Company following
completion of the Bookbuild. Subject to the execution of the
Placing Supplement, the Placing Price and the number of Placing
Shares to be issued will be announced on an RIS following the
completion of the Bookbuild via the Placing Results
Announcement.
3. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Peel Hunt. Each bid should state the number
of Placing Shares which the prospective Placee wishes to subscribe
for at either the Placing Price which is ultimately established by
the Company and Peel Hunt, or at prices up to a price limit
specified in its bid. Bids may be scaled down by Peel Hunt. Peel
Hunt reserves the right not to accept bids or to accept bids in
part rather than in whole. The acceptance of the bids shall be at
Peel Hunt's absolute discretion, subject to agreement with the
Company.
4. The Bookbuild is expected to close no later than 7.00 a.m.
(GMT) on 18 June 2020, but may be closed earlier or later, at Peel
Hunt's discretion. Peel Hunt may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of Peel Hunt) to
reduce the number of shares to be issued pursuant to the Placing,
in its absolute discretion.
5. Allocations of the Placing Shares will be determined by Peel
Hunt after consultation with the Company (the proposed allocations
having been supplied by Peel Hunt to the Company in advance of such
consultation). Subject to the execution of the Placing Supplement,
allocations will be confirmed to Placees orally by Peel Hunt and a
contract note will be despatched as soon as possible thereafter.
Peel Hunt's oral confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of Peel Hunt and the
Company, pursuant to which such Placee agrees to acquire the number
of Placing Shares allocated to it and to pay or procure the payment
of the Placing Price in respect of such shares on the terms and
conditions set out in this Appendix and in accordance with the
Company's bylaws. 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 Peel Hunt's consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
6. Each Placee's allocation and commitment will be evidenced by
a contract note issued to such Placee by Peel Hunt. The terms of
this Appendix will be deemed incorporated in that contract
note.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
8. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
9. 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.
10. To the fullest extent permissible by law, neither Peel Hunt,
nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Peel Hunt,
nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Peel Hunt's conduct of the
Bookbuild or of such alternative method of effecting the Placing as
Peel Hunt and the Company may agree.
11. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Peel Hunt's conduct of the
Placing.
12. All times and dates in this Announcement may be subject to
amendment. Peel Hunt shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Peel Hunt's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions"):
1. certain announcement obligations;
2. the execution of the Placing Supplement;
3. Admission occurring no later than 8.00 a.m. (London time) on
22 June 2020 (or such later time and/or date, not being later than
8.00 a.m. (London time) on 26 June 2020, as Peel Hunt may otherwise
agree with the Company) (the "Closing Date"); and
4. the Company having complied with all of its obligations under
the Placing Agreement which fall to be performed or satisfied on or
prior to Admission.
Peel Hunt may, at its discretion and upon such terms as it
thinks fit, extend the time for satisfaction of, or waive
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the Conditions or extend the
time or date provided for fulfilment of any such Conditions in
respect of all or any part of the performance thereof. The
condition in the Placing Agreement relating to Admission taking
place may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived or extended by Peel Hunt by the relevant time or
date specified (or such later time or date as the Company and Peel
Hunt may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the
Placing Agreement", 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 it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
Neither Peel Hunt nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees 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 Peel Hunt.
Right to terminate under the Placing Agreement
Peel Hunt is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of the
warranties contained in the Placing Agreement;
2. where there has been a breach of any Acquisition Document
where Peel Hunt considers (acting in good faith) that breach to be
material in the context of the Placing and/or Admission and/or any
Acquisition Document is terminated in accordance with its
terms;
3. where there has been, in the good faith opinion of Peel Hunt,
a material adverse change in the condition (financial, operational,
legal or otherwise), earnings, business, management, properties,
assets, rights, results of operations, solvency or credit rating of
the Group and/or Fortumo which would be material and adverse in the
context of the Group or, as applicable after completion of the
Acquisition, the enlarged Group; and
4. in the event of certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by Peel Hunt of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of Peel Hunt (acting in good faith) and that it need not
make any reference to, or consult with, Placees and that it shall
have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by Peel Hunt of the allocation and commitments following the close
of the Bookbuild.
Restrictions
The Company has undertaken to Peel Hunt that, between the date
of the Placing Agreement and 90 days after Admission, it will not,
without the prior written consent of Peel Hunt directly or
indirectly offer, issue, lend, sell or contract to sell, issue
options in respect of or otherwise dispose of or announce an
offering or issue of any Common Shares (or any interest therein or
in respect thereof) or any other securities exchangeable for or
convertible into, or substantially similar to, Common Shares or
enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or
contractually obliged to do so), subject to certain customary
exceptions agreed between Peel Hunt and the Company and provided
that the foregoing lock-up arrangements shall not prevent or
restrict the allotment and issue of (i) Placing Shares to Placees
pursuant to the Placing; (ii)(a) the granting or exercise of
options or other rights related to Common Shares and any
transactions relating to such options; (ii)(b) Common Shares issued
pursuant to the exercise of options, in the case of (ii)(a) and/or
(ii)(b) where such share option schemes or options are in existence
on Admission and have been publicly disclosed by the Company.
By participating in the Placing, Placees agree that the exercise
by Peel Hunt of any power to grant consent to the undertaking by
the Company of a transaction which would otherwise be subject to
the lock-up provisions under the Placing Agreement shall be within
the absolute discretion of Peel Hunt and that it need not make any
reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the depositary interests
representing the Placing Shares (ISIN: USU7744C1063 with the marker
"REG S Cat 3/144A") following Admission will take place within the
system administered by CREST, subject to certain exceptions. Peel
Hunt reserves the right to require settlement for, and delivery of,
the Placing Shares (or any part thereof) to Placees by such other
means that it may deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with
Peel Hunt stating the number of Placing Shares allocated to them at
the Placing Price, the aggregate amount owed by such Placee to Peel
Hunt and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it
has in place with Peel Hunt.
The Company will deliver the Placing Shares to a CREST account
operated by Peel Hunt as agent for the Company and Peel Hunt will
enter its delivery instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
It is expected that settlement in respect of the Placing Shares
will take place on 22 June 2020 on a delivery versus payment
basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Peel Hunt.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Peel Hunt may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Peel Hunt's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and will be
required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed
in any jurisdiction 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, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are issued in a Placee's
name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither Peel Hunt nor the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Peel Hunt (in its capacity as bookrunner and placing agent of
the Company in respect of the Placing) and the Company, in each
case as a fundamental term of their application for Placing Shares,
the following:
General
1. it has read and understood this Announcement, including this
Appendix, in its entirety and its subscription for Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and it has not
relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any
person in connection with the Placing, the Company, the Placing
Shares or otherwise other than the information contained in the
Placing Documents and the Publicly Available Information;
2. the Common Shares are admitted to trading on AIM and that the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Peel Hunt nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and Peel Hunt on an after-tax basis in
respect of any Indemnified Taxes;
4. neither Peel Hunt nor any of its affiliates agents,
directors, officers and employees accepts any responsibility for
any acts or omissions of the Company or any of the directors of the
Company or any other person (other than Peel Hunt) in connection
with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Peel Hunt;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
Purchases by Peel Hunt for its own account
9. in connection with the Placing, Peel Hunt and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Peel Hunt or any of
its affiliates acting in such capacity;
10. Peel Hunt and its affiliates may enter into financing
arrangements and swaps with investors in connection with which Peel
Hunt and its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares;
11. Peel Hunt does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of Peel Hunt
12. Peel Hunt does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of Peel Hunt in connection with its
participation in the Placing and that Peel Hunt does not have any
duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
No responsibility of Peel Hunt for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Peel Hunt nor its
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information,
representation or statement contained in, or omission from, the
Placing Documents, the Publicly Available Information or otherwise
nor will they be liable for any Placee's decision to participate in
the Placing based on any information, representation, warranty or
statement contained in the Placing Documents, the Publicly
Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraud or
fraudulent misrepresentation made by such person;
Reliance on information regarding the Placing
a. the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
b. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Peel Hunt or the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
c. neither Peel Hunt nor 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, nor will
provide, it with any material or information regarding the Placing
Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available
Information; nor has it requested any of Peel Hunt, the Company,
any of their respective affiliates or any person acting on behalf
of any of them to provide it with any such material or information;
and
d. neither Peel Hunt nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement,
provided that nothing in this paragraph 15 excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
Conducted own investigation and due diligence
15. it may not rely, and has not relied, on any investigation
that Peel Hunt, any of its affiliates or any person acting on their
behalf, may have conducted with respect to the Placing Shares, the
terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in the Placing
Documents, the Publicly Available Information or any other
information;
16. in making any decision to subscribe for Placing Shares it:
a. has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
b. will not look to Peel Hunt for all or part of any such loss it may suffer;
c. is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
d. is able to sustain a complete loss of an investment in the Placing Shares;
e. has no need for liquidity with respect to its investment in the Placing Shares;
f. has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
g. has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
Capacity and authority
17. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
18. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
a. duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
b. will remain liable to the Company and/or Peel Hunt for the
performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another
person);
19. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in Peel Hunt, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
20. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
21. it irrevocably appoints any duly authorised officer of Peel
Hunt as its agent for the purpose 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 for which it agrees to subscribe for upon the terms
of this Announcement;
Excluded territories
22. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, New Zealand, Canada,
Japan or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
23. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Peel Hunt or any person acting
on behalf of the Company or Peel Hunt that would, or is intended
to, permit a public offer of the Placing Shares in the United
States, Australia, New Zealand, Canada, Japan or the Republic of
South Africa or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action
for that purpose is required;
24. unless otherwise specifically agreed with Peel Hunt, it is
not and at the time the Placing Shares are subscribed for, neither
it nor the beneficial owner of the Placing Shares will be, a
resident of, nor have an address in, Australia, New Zealand, Japan,
the Republic of South Africa or any province or territory of
Canada;
25. it may be asked to disclose in writing or orally to Peel Hunt:
a. if he or she is an individual, his or her nationality; or
b. if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
26. (i)(1) it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are
subscribed for will be, outside the United States and is acquiring
the Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the US Securities Act, and
(2) it is not and the prospective beneficial owner of the Placing
Shares is not, and at the time the Placing Shares are subscribed
for will not be, a U.S. person (as defined in Rule 902(k) of
Regulation S) and is not, and will not be, purchasing the Placing
Shares for the account or benefit of a U.S. person, or (ii) it is,
and will at the time the Placing Shares are subscribed for will be,
a QIB and will duly execute a US Investor Letter and deliver the
same to Peel Hunt;
27. it understands that the Placing Shares are subject to the
restrictions of Category 3 of Regulation set forth in Rule
903(b)(3) of Regulation S and accordingly the Placing Shares are
subject to a one-year distribution compliance period during which
they may be resold only in accordance with Regulation S or pursuant
to an available exemption from registration under the US Securities
Act, and it agrees not to engage in any hedging transactions with
regard to the Placing Shares unless in compliance with the US
Securities Act;
28. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the US Securities Act,
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in
accordance with applicable state securities laws;
29. the Placing Shares have not been offered to it by means of
(i) any "directed selling efforts" as defined in Regulation S under
the US Securities Act; or (ii) any "general solicitation" or
"general advertising" as such terms are defined in Regulation D
under the US Securities Act;
30. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
31. the Company has not been, and will not be, registered under
the Investment Company Act;
Compliance with EEA selling restrictions and the Prospectus
Regulation
32. if in a member state of the EEA, unless otherwise
specifically agreed with Peel Hunt in writing, it is a Qualified
Investor;
33. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
34. if a financial intermediary, as that term is used in the
Prospectus Regulation, the Placing Shares subscribed for by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a member state other than Qualified
Investors, or in circumstances in which the prior consent of Peel
Hunt has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and
MAR
35. if in the United Kingdom, that it is: (i) a Qualified
Investor; and (ii) a person (a) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Order, or (b)
who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (c)
to whom it may otherwise lawfully be communicated;
36. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
37. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Peel Hunt in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
38. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse ("MAR")) in respect of
anything done in, from or otherwise involving, the United
Kingdom);
Compliance with laws
39. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
40. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
41. in order to ensure compliance with the Regulations, Peel
Hunt (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to Peel Hunt or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at Peel Hunt's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at Peel Hunt's or the Company's registrars', as the case
may be, absolute discretion. If within a reasonable time after a
request for verification of identify Peel Hunt (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Peel Hunt and/or
the Company may, at its absolute discretion, terminate its
commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be
returned without interest to the account of the drawee's bank from
which they were originally debited;
Depositary receipts and clearance services
42. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
43. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as Peel Hunt may in its sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number
of Placing Shares allocated to it and will be required to bear any
stamp duty, stamp duty reserve tax or other taxes or duties
(together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
Money held on account
44. any money held in an account with Peel Hunt on behalf of the
Placee and/or any person acting on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the
client money rules: as a consequence this money will not be
segregated from Peel Hunt's money in accordance with the client
money rules and will be held by it under a banking relationship and
not as trustee;
Allocation
45. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Peel Hunt or the Company may
call upon it to subscribe for a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
No recommendation
46. neither Peel Hunt, nor any of its affiliates, nor any person
acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing;
Inside information
47. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
a. used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
b. used that inside information to encourage, require, recommend
or induce another person to deal in the securities of the Company
or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial
instruments; or
c. disclosed such information to any person, prior to the
information being made publicly available;
Rights and remedies
48. the rights and remedies of the Company and Peel Hunt under
the terms and conditions in this Announcement 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; and
Governing law and jurisdiction
49. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England and 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with 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 either the Company
or Peel Hunt in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as Peel Hunt and are irrevocable.
Peel Hunt, the Company and their respective affiliates and others
will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any
person acting on behalf of such Placee, irrevocably authorises the
Company and Peel Hunt to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Peel Hunt and their respective
affiliates, agents, directors, officers and employees 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 given by the Placee (and any person
acting on such Placee's behalf) in this Announcement or incurred by
Peel Hunt, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor Peel Hunt
will be responsible and the Placees shall indemnify the Company and
Peel Hunt on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or Peel Hunt in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own
advice and notify Peel Hunt accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and Peel Hunt are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of the United Kingdom. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify Peel Hunt and the Company accordingly.
Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold each of Peel Hunt and/or the Company and
their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes in any jurisdiction to
the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
Further information
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company. The price of shares and any income expected from them may
go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
Definitions
Acquisition the agreement to acquire the entire issued
and to be issued share capital of Fortumo Holdings
Inc. and its subsidiaries by way of a statutory
merger
Acquisition Agreement the conditional merger agreement dated 17 June
2020 relating to the Acquisition entered into
between, inter alia, the Company and Fortumo
Acquisition Finance the credit agreement dated 17 June 2020 entered
Agreement into between, among others, the Company (as
guarantor), Boku Network Solutions, Inc. (as
borrower) and Citibank, N.A. (as lender)
Acquisition Documents the Acquisition Agreement and the Acquisition
Finance Agreement and any ancillary documents
(other than the Placing Agreement) (each an
"Acquisition Document")
Admission the admission of the Placing Shares (as represented
by Depositary Interests) to trading on AIM
and such admission becoming effective in accordance
with the AIM Rules
AIM a market operated by the LSE
AIM Rules the rules for AIM companies and their nominated
advisers issued by the LSE
Bookrunner Peel Hunt LLP
Common Shares shares of common stock of the Company with
par value of $0.0001 per share
Company Boku, Inc.
CREST the electronic system for the holding and transferring
of shares and other securities in paperless
form operated by Euroclear UK & Ireland Limited
Depositary Interests dematerialised depositary interests representing
underlying Common Shares that can be settled
electronically through and held in CREST
Fortumo Fortumo Holdings Inc. and its subsidiaries
Group the Company and its subsidiary undertakings
LSE London Stock Exchange plc
Placees the persons who agree conditionally to acquire
the Placing Shares pursuant to the Placing
Placing the proposed conditional placing by Peel Hunt,
as agent of the Company, of the Placing Shares
at the Placing Price pursuant to the terms
and conditions set out in this announcement
Placing Agreement the placing agreement dated 17 June 2020 entered
into between the Company and the Bookrunner
in connection with the Placing
Placing Shares the new Common Shares to be allotted and issued
by the Company pursuant to the Placing
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
IOEFRMATMTIBBRM
(END) Dow Jones Newswires
June 17, 2020 11:51 ET (15:51 GMT)
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