TIDMWSG
RNS Number : 3600H
Westminster Group PLC
03 December 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS
"ANNOUNCEMENT") 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, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
("RESTRICTED JURISDICTION"). 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 OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR
AN EXEMPTION FROM REGISTRATION UNDER 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, THE REPUBLIC OF SOUTH AFRICA OR NEW
ZEALAND. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
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 SHARES IN WESTMINSTER
GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH, OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to
publication, certain information contained within this Announcement
was deemed to constitute inside information for the purposes of
Article 7 of MAR. In addition, market soundings (as defined in MAR)
were taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. Due to the publication of this Announcement,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
3 December 2020
Westminster Group plc
("Westminster" or the "Company")
Proposed Placing to raise approximately GBP5.0 million
Westminster Group plc (AIM: WSG), a leading supplier of managed
services and technology-based security solutions worldwide,
announces a proposed placing (the "Placing"), via an accelerated
bookbuild, of new ordinary shares ("New Ordinary Shares") in the
capital of the Company.
The Placing will be conducted at a price of 4 pence per share
(the "Issue Price") in order to raise, in aggregate, approximately
GBP5.0 million (before expenses). The Placing will, on the basis of
a GBP5.0 million placing, comprise approximately 125,000,000 New
Ordinary Shares, representing approximately 44 per cent of the
Enlarged Share Capital. Subscribers in the Placing shall be granted
warrants to subscribe for New Ordinary Shares on a 1 warrant for
each 5 Placing Shares basis (the "Placing Warrants"). The Placing
Warrants will be exercisable at 7p per New Ordinary Share for a
period of 24 months from Admission (as defined below). The Placing
Warrants shall not be admitted to trading on AIM or any other stock
market, and will not be transferable.
Key highlights
Proposed Placing of New Ordinary Shares at the Issue Price,
raising approximately GBP5.0 million (before expenses).
The gross proceeds of the Placing will be used as follows:
- Up to GBP2.6 million: to fully redeem the Company's
outstanding Convertible Loan Notes and Convertible Unsecured Loan
Stock, and to repay the outstanding balance on the Mezzanine Loan
Facility.
- Balance of the gross proceeds: to be used as working capital
to support the initial deployment of long-term multi-million GBP
annual recurring revenue prospects in advanced stages of
negotiation, the Company's recently secured Palace of Westminster
contract, and to pay the expenses in connection with the Placing
and the other Proposals referred to in this Announcement.
The Placing will be conducted by way of an accelerated bookbuild
process (the "Bookbuild ") by Arden Partners plc ("Arden"), sole
Broker, which will open with immediate effect following this
Announcement. The timing for the close of the Bookbuild and
allocation of the Placing Shares shall be at the discretion of
Arden, in consultation with the Company. The Placing is not
underwritten. The final number of Placing Shares will be agreed by
Arden and the Company at the close of the Bookbuild and the result
will be announced as soon as practicable thereafter.
As also announced today, the Company has appointed Arden as sole
Broker and Strand Hanson Limited ("Strand Hanson") as Financial and
Nominated Adviser, in each case with immediate effect.
The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, this announcement and the Appendix
together being this "Announcement").
Completion of the Placing will be conditional upon, inter alia,
the approval by Shareholders of certain resolutions ("Resolutions")
to be proposed at a general meeting of the Company ("General
Meeting") and Admission. In particular, the Placing is conditional
upon the passing of certain Resolutions to approve the Share
Capital Reorganisation. The General Meeting will be held as a
closed meeting with the minimum number of Shareholders legally
required to be present and is expected to take place at 8.00 a.m.
on 21 December 2020.
A circular containing, amongst other things, the notice of the
General Meeting is expected to be published by the Company shortly
following the closure of the Bookbuild (the "Circular").
The Issue Price represents a discount of approximately 36.5% per
cent. to the closing middle market price of 6.3 pence per Existing
Ordinary Share on 2 December 2020, being the latest practicable
date prior to the publication of this Announcement.
The Placing Shares, on the basis of a GBP5.0 million placing,
will represent approximately 44 per cent. of the Enlarged Share
Capital.
For further information please contact:
Westminster Group Plc Media enquiries via Walbrook PR
Rt. Hon. Sir Tony Baldry - Chairman
Peter Fowler - Chief Executive Officer
Mark Hughes - Chief Financial Officer
Strand Hanson Limited (Financial &
Nominated Adviser)
James Harris 020 7409 3494
Ritchie Balmer
Rob Patrick
Arden Partners plc (Broker)
Richard Johnson (Corporate) 020 7614 5900
Tim Dainton/Simon Johnson (Broking)
Walbrook (Investor Relations)
Tom Cooper 020 7933 8780
Paul Vann
Nick Rome Westminster@walbrookpr.com
About Westminster Group plc
Westminster Group plc is a specialist security and services
group operating worldwide via an extensive international network of
agents and offices in over 50 countries.
Westminster 's principal activity is the design, supply and
ongoing support of advanced technology security solutions,
encompassing a wide range of surveillance, detection (including
Fever Detection), tracking and interception technologies and the
provision of long-term managed services contracts such as the
management and running of complete security services and solutions
in airports, ports and other such facilities together with the
provision of manpower, consultancy and training services. The
majority of its customer base, by value, comprises governments and
government agencies, non-governmental organisations (NGO's) and
blue-chip commercial organisations.
The Westminster Group Foundation was formed in 2014 as an
initiative of Westminster Group plc. during the West African Ebola
Crisis.
The Foundation's goal is to support the communities in which the
Group operates by working with local partners and other established
charities to provide goods or services for the relief of poverty
and the advancement of education and healthcare particularly in the
developing world.
The Westminster Group Foundation is a Charitable Incorporated
Organisation, CIO, registered with the Charities Commission number
1158653.
1. Introduction
The Company announces today that it proposes to raise gross
proceeds of approximately GBP5.0 million (before expenses) by way
of a placing with new institutional, other and existing investors
of New Ordinary Shares at the Issue Price of 4 pence per share.
The Issue Price represents a discount of approximately 36.5 per
cent. to the closing mid-market price of an Existing Ordinary Share
of 6.3 pence on 2 December 2020 (being the last practicable date
prior to the date of this Announcement).
Subscribers in the Placing shall be granted warrants to
subscribe for New Ordinary Shares on a 1 warrant for each 5 Placing
Shares basis. The Placing Warrants will be exercisable at 7p per
New Ordinary Share for a period of 24 months from Admission. The
Placing Warrants shall not be admitted to trading on AIM or any
other stock market, and will not be transferable.
The Placing is conditional, amongst other things, on the passing
of certain Resolutions to be proposed at the General Meeting.
In addition, the Board is also proposing to reorganise the share
capital of the Company in order to reduce the nominal value of the
Company's Existing Ordinary Shares and thereby allow the Company to
raise additional capital (subject to the approval of the
shareholders of the Company).
Despite the Company's positive momentum, the market price of its
Existing Ordinary Share has, for much of the last 9 months since
share prices generally fell due to Covid-19 fears, been less than
10 pence, which is the nominal value of such shares. The issue of
shares at less than nominal value of the Existing Ordinary Shares
is prohibited by the Companies Act 2006 and so the nominal value of
the Company's ordinary share capital must be reduced to a level
below market price before new ordinary shares can be issued.
Accordingly, without the Share Capital Reorganisation, the Placing
which is being made at 4 pence could not take place. It is
therefore proposed to undertake the Share Capital Reorganisation
which will have the effect of reducing the nominal value of each
ordinary share in the Company to 0.1 pence and therefore at a level
considerably below market price. The Share Capital Reorganisation
will not, of itself, affect the value or trading price of the
shares held by Shareholders. After the Share Capital Reorganisation
has taken place, there will be the same number of New Ordinary
Shares in issue as there are Existing Ordinary Shares in issue,
save for the additional New Ordinary Shares being issued as part of
the Placing. The Share Capital Reorganisation is described more
fully further below.
Application will be made for the Placing Shares and the New
Ordinary Shares arising from the Share Capital Reorganisation to be
admitted to trading on AIM. Subject to shareholder approval at the
General Meeting of the Resolutions, it is expected that Admission
will become effective and dealings in the Placing Shares and the
New Ordinary Shares arising from the Share Capital Reorganisation
will commence at 8.00 a.m. on or around 22 December 2020.
A Circular is expected to be posted to shareholders following
the close of the Bookbuild with information about the background to
and the reasons for the Proposals, to explain why the Board
considers the Proposals to be in the best interests of the Company
and its shareholders as a whole, and why the Board unanimously
recommends that shareholders vote in favour of the Resolutions to
be proposed at the General Meeting as they irrevocably intend to do
in respect of the 7,659,412 Existing Ordinary Shares held, directly
or indirectly, by them representing approximately 4.7% per cent. of
the total voting rights of the Company. The Company has also
received further irrevocable commitments from certain Shareholders
to vote in favour of the Resolutions in respect of 7,162,186
Existing Ordinary Shares. In total, the Company therefore has
received irrevocable commitments to vote in favour of the
Resolutions in respect of 14,821,598 Existing Ordinary Shares,
representing approximately 9.2% per cent. of the total voting
rights of the Company.
2. Background to and reasons for the Proposals
The Company is a global integrated security services company
delivering niche security products, solutions and long-term managed
services, predominantly to high growth and emerging markets around
the world. The Company's customer base is primarily governments and
governmental agencies, critical infrastructure, and large-scale
commercial organisations worldwide. Legislation, security and
safety concerns are all drivers for the business.
The Company operates through two divisions, Technology and
Services, and its business model involves multiple revenue streams
from multiple sources around the world. It has developed a global
footprint and a sizeable pipeline of opportunities, including a
number of long-term, multi-million GBP annual recurring revenue
contracts, some of which are now at advanced stages of
negotiation.
Having spent a number of years investing in, and building its
international presence and opportunity pipeline the Directors
believe that the Company is now at an inflection point in its
growth trajectory.
The Company has recently delivered a number of important new
contracts, such as the prestigious and high profile 5-year contract
to provide and maintain new screening equipment and other services
for the Palace of Westminster (Houses of Parliament), and fever
screening solutions to 85 offices in 37 countries for a leading
global investment management company.
In addition, the Company has a current pipeline of large-scale
opportunities, examples of which are shown below:
Project Location Division
5 x Airports Managed Services Africa Services
2 x Airports Managed Services South East Africa Services
1 x Airport Managed Services West Africa Services
3 x Airports Managed Services West Africa Services
2 x Airports Managed Services South West Africa Services
1 x Airport Managed Services East Africa Services
1 x Airport Managed Services Middle East Services
1 x Airport Managed Services Europe Services
Port Screening Project West Africa Services
Take-over & run a national Civil Middle East Services
Aviation Training Centre
2 x Border Crossings - Security Africa Technology
Port Screening Project Asia Technology
Container Screening Solution Caribbean Technology
Port Security Africa Technology
Underwater Security - Royal Palace Middle East Technology
Border Crossing - screening equipment Europe Technology
Financial Institution UK Technology
International Organisation - Airport Worldwide Technology
Sanitisation
The above pipeline of opportunities is an example of the scale
of opportunities the Company is pursuing and whilst there is no
guarantee of outcome, value or timing with any of these prospects
some, such as the 5 x Airport Managed Services prospect in Africa,
are at advanced stage.
The Proposals will therefore put the Company in a stronger
position for the next stage of its development by providing working
capital to support the growth and delivery of the pipeline of
near-term potential major projects, if won, together with recently
secured contracts, whilst also strengthening its balance sheet by
the removal of debt, saving approximately GBP0.3 million in annual
interest and fees.
On 23 January 2020, the Company entered into a GBP3 million
Mezzanine Loan Facility and a GBP1.75m equity placing and sharing
agreement ("ESPA") (together the "Financing Facility") with
RiverFort Global Opportunities PCC and YA II PN Ltd (together, the
"Facility Investors") and has drawn down GBP1.5 million under the
Mezzanine Loan Facility with the intention of commencing repayment
of its then existing GBP2.245m Convertible Secured Loan Notes
("CLNs") and to provide additional financing if required. The CLNs
are repayable on or before 1 May 2021 and have a conversion price
of 10p and an annual coupon of 15%. On the 24 February 2020 the
Company redeemed GBP555,000 CLNs and converted GBP6,250. However
due to the worsening Covid-19 pandemic creating global uncertainty
the Company decided it would be prudent to suspend further
repayments and utilise available funds to increase inventory and
put measures in place to successfully navigate the pandemic. Since
24 February 2020 certain CLN holders have converted a further
GBP206,250 of CLNs at 10p, resulting in the issue of 2,062,500
Existing Ordinary Shares. As at the date of this Announcement,
GBP1,477,500 CLNs remain outstanding. In addition, GBP0.191 million
of convertible unsecured loan stock ("CULS") is due for repayment
on 31 July 2021. The balance principal due on the Mezzanine Loan
Facility stands at approximately GBP0.880 million. The Company
wishes to repay early in full the Mezzanine Loan Facility and all
of the amounts outstanding under the CLNs and the CULS, to the
extent not already converted by the point of redemption.
Accordingly, the Company is now seeking to raise funds under the
Placing to, inter alia, repay the amounts due under these
arrangements.
3. Use of proceeds
The gross proceeds of the Placing are expected to be used as
follows:
- Up to GBP2.6 million to fully redeem the Company's outstanding
CLNs and CULS, and to repay the outstanding balance on the
Mezzanine Loan Facility in full; and
- Balance of the gross proceeds: to be utilised as working
capital to support the initial deployment of long-term
multi-million GBP annual recurring revenue prospects in advanced
stages of negotiation, the Company's recently secured Palace of
Westminster contract and to pay the expenses in connection with the
Placing and the other Proposals referred to in this
Announcement.
a. CLNs redemption
The Company will, following the completion of the Bookbuild,
serve notice of redemption on the holders of the outstanding
GBP1,477,500 CLNs. CLN holders may elect, by not later than 31
December 2020, to redeem their CLN principal in return for a cash
payment or to exercise their conversion rights at 10 pence per
ordinary share. In the event that no election is received, a cash
payment shall be the default redemption option. Interest accrued
since 1 October to 31 December 2020 shall also be paid in January
2021. The CLN redemption offer will be subject to completion of the
Placing and Admission. To the extent any CLN holders elect to
exercise their conversion rights, such placing proceeds shall be
used by the Company to augment its working capital and the
furtherance of the pipeline of opportunities.
b. CULS redemption
The Company will serve notice on the holder of the GBP190,961
CULS, in the same manner as the CLNs, of the intended cash
redemption of the CULS, together with all fees accrued since 1
October 2020. The CULS redemption offer is, once again, subject to
completion of the Placing and Admission.
c. Mezzanine Loan Facility repayment and Deed of Amendment
The Company has entered into a Deed of Amendment to the
Financing Facility announced on 23 January 2020 with the Facility
Investors, pursuant to which, subject to completion of the Placing,
the Company shall make early repayment of the GBP880,311 principal
amount outstanding under the Mezzanine Loan Agreement, plus
associated accrued interest and early redemption costs. The
repayment of the Mezzanine Loan Facility will be subject to
completion of the Placing and Admission. In addition, the balance
of the Equity Sharing and Placing Agreement ("ESPA") under the
Financing Facility, comprising 4,961,668 Existing Ordinary Shares,
has been extended, at the Company's request, until 31 December
2021. Any gains or losses on the EPSA will not have crystallised
prior to 31 December 2021, therefore these will be treated as
contingent assets or contingent liabilities in the 2020 accounts.
Subject to Admission, the Facility Investors' existing 3,499,222
warrants shall be repriced to 5.2 pence.
4. Current trading and outlook
On 14 August 2020 the Company reported its interim results for
the six months to 30 June 2020. Following four years of double
digit % revenue growth, the Group continued to perform well,
successfully navigating the Covid-19 pandemic and delivering
healthy results. Key statistics were as follows:
-- Group revenues up 24% to GBP7.0 million (H1 2019: GBP5.6 million).
-- EBITDA moved from loss to a profit of GBP0.89 million (H1 2019: loss of GBP0.05 million).
-- Profit before tax of GBP0.24 million (H1 2019: Loss before tax of GBP0.79 million).
-- Earnings per share: 0.16p profit (H1 2019: Loss of 0.58p).
-- The Group was operationally cash positive in H1 2020.
-- Cash balance of GBP1.6 million at 30 June 2020 (and c. GBP0.7
million as at 16 November 2020).
A surge in product sales, as well as delivery of the 2(nd) Asian
Port scanner from the Company's 2019 contract and 3 months of
record revenues from the West African airport operations before
Covid-19 led to its closure for several months at end of March
2020, all contributed to a successful first half of the year.
Covid-19 has had a greater impact on H2 20 due to prolonged
lockdowns and travel restrictions delaying and preventing delivery
of certain projects. The Company's guarding, training and airport
operations have also been impacted. However, the Company has
continued to positively navigate the pandemic and its Ghana managed
services operation has seen increasing revenues. In addition, the
Company has secured a number of notable contract awards in the
period, including the Palace of Westminster (Houses of Parliament)
along with converting other contracts from our pipeline, although
current travel restrictions are likely to mean much of the revenues
and earnings will be pushed into 2021.
The outlook for 2021 is looking positive. Revenues from existing
contracts, including long-term managed services and any slippage
from 2020, together with an ongoing recovery from Covid-19 in the
guarding, training and airport services and expected new contract
wins, are expected to put the Company back on course for double
digit % revenue growth, although the Directors recognise that the
global outlook remains uncertain and subject to change which may
impact the Company's future performance.
The Company is in the advanced stages of securing a long-term
contract with the Government of an African country for the
provision of airport security services relating to five airports in
the country. This contract, should it be secured (of which there is
no guarantee nor as to the timing or ultimate value of the
contract) would involve a capital investment by the Company, which
may utilise part of the net proceeds of the placing.
5. The Placing
The Company proposes to raise approximately GBP5.0 million
(before expenses) through the Placing at the Issue Price. The Issue
Price represents a discount of approximately 36.5 per cent to the
closing mid-market price of an Existing Ordinary Share of 6.3 pence
on 2 December 2020 (being the last practicable date prior to this
Announcement). The Placing is not being underwritten.
Subscribers in the Placing shall be granted warrants to
subscribe for New Ordinary Shares on a 1 warrant for each 5 Placing
Shares basis. The Placing Warrants will be exercisable at 7p per
New Ordinary Share for a period of 24 months from Admission. The
Placing Warrants shall not be admitted to trading on AIM or any
other stock market, and will not be transferable.
The Placing is conditional, amongst other things, on:
- the passing of the Resolutions at the General Meeting;
- the Placing Agreement becoming unconditional in all respects
save for Admission and not having been terminated in accordance
with its terms; and
- Admission occurring by no later than 8.00 a.m. on 22 December
2020 (or such later date as Arden and the Company may agree, not
being later than 8.00 a.m. on 31 December 2020).
The Company has entered into a Placing Agreement with Arden,
pursuant to which Arden as agent for the Company has agreed to use
its reasonable endeavours to procure Placees for the Placing at the
Issue Price. The Placing Agreement contains warranties from the
Company in favour of Arden in relation to, inter alia, the accuracy
of the information contained in the documents relating to the
Placing and also certain other matters relating to the Company and
its affairs. In addition, the Company has agreed to indemnify Arden
in relation to certain liabilities that it may incur in respect of
the Placing.
Arden may terminate the Placing Agreement in certain
circumstances (including for breach of warranty at any time prior
to Admission, if such breach is reasonably considered by Arden to
be material in the context of the Placing) and in the event of a
force majeure event or material adverse change occurring at any
time prior to Admission.
If Admission of the Placing Shares does not occur, then the
Company will not receive the net proceeds in respect of Admission
of the Placing Shares and the Company will likely not be able to
implement the debt repayment and other matters referred to in this
Announcement within the same timeframe.
It is for this reason that the Board unanimously recommends that
Shareholders vote in favour of the Resolutions to be proposed at
the General Meeting as they intend to do in respect of the
7,659,412 Existing Ordinary Shares held, directly or indirectly, by
them representing approximately 4.7 per cent. of the total voting
rights of the Company.
6. Admission and settlement
Application will be made for the Placing Shares and the New
Ordinary Shares arising from the Share Capital Reorganisation to be
admitted to trading on AIM. Subject to shareholder approval at the
General Meeting of the Resolutions, it is expected that Admission
will become effective and dealings in the Placing Shares and the
New Ordinary Shares arising from the Share Capital Reorganisation
will commence at 8.00 a.m. on or around 22 December 2020. These
dates and times may change.
The Company will apply for the Placing Shares and the New
Ordinary Shares arising from the Share Capital Reorganisation to be
admitted to CREST with effect from Admission. Accordingly,
settlement of transactions in New Ordinary Shares held in
uncertificated form following their issue will take place within
the CREST system. CREST is a voluntary system and holders of
Ordinary Shares who wish to receive and retain share certificates
will be able to do so.
All Placing Shares will be issued fully paid at the Placing
Price. The Placing Shares will be allotted and credited as fully
paid and will rank pari passu in all respects with the other New
Ordinary Shares in issue following the Share Capital
Reorganisation, including the right to receive all dividends and
other distributions declared, made or paid on or after the date on
which they are issued.
It is intended that, if applicable, definitive share
certificates in respect of the Placing Shares will be distributed
on 22 December 2020 or as soon as practicable thereafter. No
temporary documents of title will be issued.
7. Share Capital Reorganisation
The Company is not permitted under the Companies Act 2006 to
issue shares with an issue price which is below their nominal
value. The Company's Existing Ordinary Shares have a nominal value
of 10 pence at present and are currently trading at around 6.3
pence. In order to enable the Company to issue shares pursuant to
the Placing at 4 pence per share and also going forwards in the
future at an issue price which exceeds their nominal value, the
Company is proposing to undertake a reorganisation of the ordinary
share capital of the Company. Each of the Existing Ordinary Shares
that are currently in issue will be subdivided into 1 new ordinary
share of 0.1 pence each and 1 deferred share of 9.9 pence each.
The Share Capital Reorganisation will also not, of itself,
affect the value or trading price of the shares held by
Shareholders. After the Share Capital Reorganisation has taken
place, there will be the same number of New Ordinary Shares in
issue as there are Existing Ordinary Shares in issue, save for the
additional New Ordinary Shares being issued as part of the Placing.
There are currently 161,527,511 Existing Ordinary Shares in issue
as at the date of this Announcement and as expected to be prior to
the Share Capital Reorganisation taking effect. Accordingly,
immediately following the Share Capital Reorganisation and before
completion of the Placing, 161,527,511 New Ordinary Shares and
161,527,511 Deferred Shares will be in issue. The Share Capital
Reorganisation will not, of itself, affect the value of your
shareholding.
The New Ordinary Shares in issue on Admission will have the same
rights as those currently accruing to the Existing Ordinary Shares
currently in issue under the articles of association of the
Company, including those relating to voting and entitlement to
dividends. New share certificates for New Ordinary Shares will not
be issued and the existing certificates will remain valid.
Holders of options or warrants over Existing Ordinary Shares
will maintain the same rights as currently accruing to them.
The Deferred Shares will have no substantive rights attached to
them and, accordingly, will not carry the right to vote or to
participate in any distribution of surplus assets. Furthermore,
they will not be admitted to trading on AIM. The Deferred Shares
will effectively carry no value.
The holders of the Deferred Shares shall be deemed to have
conferred an irrevocable authority on the Company at any time to:
(i) appoint any person, for and on behalf of such holder, to, inter
alia, transfer some or all of the Deferred Shares (without making
any payment therefor) to such person(s) as the Company may
determine (including without limitation the Company itself); and
(ii) repurchase or cancel such Deferred Shares without obtaining
the consent of the holders thereof. In addition, the Company may
repurchase all of the Deferred Shares, at a price not exceeding 1
pence in aggregate.
As part of this process, the Company's articles of association
will need to be amended to set out the rights and restrictions
attaching to the Deferred Shares. A special resolution in the
Notice of General Meeting will propose the necessary amendments to
the Company's articles of association and sets out the rights
attaching to the Deferred Shares, details of which are set out in
the Notice of General Meeting.
A copy of the amended articles of association, marked up to show
the changes being proposed against the existing articles of
association, may be requested in writing from the Company
Secretary, Westminster House, Blacklocks Hill, Banbury,
Oxfordshire, OX17 2BS from the date of this Announcement until the
time of the General Meeting.
8. General Meeting
A Circular explaining the background to and reasons for the
Proposals and containing the Notice of General Meeting is expected
to be posted to Shareholders following the close of the Bookbuild.
A copy of the Circular and the Notice of General Meeting will
thereafter be made available on the Company's website:
www.wsg-corporate.com/investor-relations/publications.
THE MOST RECENT "STAY AT HOME" MEASURES ADOPTED BY THE
GOVERNMENT PROHIBIT, UNLESS ESSENTIAL FOR WORK PURPOSES, PUBLIC
GATHERINGS OF MORE THAN TWO PEOPLE. THE COMPANY'S VIEW, WHICH IS
SUPPORTED BY THE CHARTERED GOVERNANCE INSTITUTE (ICSA) IS THAT
ATTANCE AT A GENERAL MEETING BY A SHAREHOLDER, OTHER THAN ONE
SPECIFICALLY REQUIRED TO FORM THE QUORUM FOR THAT MEETING, IS NOT
ESSENTIAL FOR WORK PURPOSES. THE COMPANY WILL ARRANGE FOR A QUORUM
TO BE PRESENT IN PERSON AT THE MEETING. ACCORDINGLY, SHAREHOLDERS
ARE ADVISED NOT TO ATT THE GENERAL MEETING IN PERSON AND THEREFORE
ANYONE SEEKING TO ATT THE MEETING IN PERSON WILL BE REFUSED
ENTRY.
SHAREHOLDERS ARE ASKED INSTEAD TO VOTE BY PROXY COMPLETING THEIR
FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE
NOTICE OF GENERAL MEETING.
The Notice of General Meeting will convene the General Meeting
of the Company for 8.00 a.m. on 21 December 2020 to consider and,
if thought appropriate, pass the following resolutions:
1. an Ordinary Resolution to approve the sub-division and
reclassification of each of the Company's Existing Ordinary Shares
into one New Ordinary Share and one Deferred Share pursuant to the
Share Capital Reorganisation;
2. an Ordinary Resolution to seek additional authority for the
board to allot New Ordinary Shares or grant rights to subscribe for
or convert any securities into New Ordinary Shares in connection
with the Placing and with such authority to expire on the earlier
of 15 months from the date on which the Resolution is passed and
the date on which the Company's 2021 annual general meeting is
held;
3. a Special Resolution to amend the Articles to reflect the
rights attaching to the Deferred Shares and to remove a reference
to an authorised share capital;
4. a Special Resolution to seek additional authority to allot
New Ordinary Shares or grant rights to subscribe for or convert any
securities into New Ordinary Shares for cash free of the statutory
pre-emption rights which would otherwise apply specifically in
connection with the Placing, and with such authority to expire on
the earlier of 15 months from the date on which the Resolution is
passed and the date on which the Company's 2021 annual general
meeting is held.
As at the date of the notice of this Announcement, the Company
does not hold any treasury shares.
Shareholders should note that, if all of the Resolutions are not
passed by Shareholders at the General Meeting, the Placing will not
be implemented.
9. Expected timetable of principal events
2020
Announcement of the Placing, Bookbuild 3 December
commences
Announcement of the result of the Bookbuild 3 December
Posting of the Circular 4 December
Latest time and date for receipt of proxy 8.00 a.m. on 18 December
votes
General Meeting 8.00 a.m. on 21 December
Announcement of result of General Meeting 21 December
Record date and time for the Share Capital 6.00 p.m. on 21 December
Reorganisation
Admission to trading on AIM of the Placing 8.00 a.m. on 22 December
Shares and the New Ordinary Shares arising
from the Share Capital Reorganisation and
enablement in CREST
CREST accounts expected to be credited 22 December
for the Placing Shares in uncertificated
form
Repayment of Mezzanine Loan Facility and on or around 22 December
redemption of Convertible Unsecured Loan
Stock
Despatch of definitive share certificates 22 December (or as
for the Placing Shares in certificated soon as practical
form (where applicable) and for the Placing thereafter)
Warrants
Final elections for redemption of Convertible 31 December
Loan Stock
Redemption of Convertible Loan Stock By 31 December
Certain of the events in the above timetable are conditional
upon, inter alia, the approval of the Resolutions to be proposed at
the General Meeting.
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. References to time in
this document are to London time.
Definitions
"Act" the Companies Act 2006 (as amended from time
to time)
"Admission" the admission of the Placing Shares and the New
Ordinary Shares arising from the Share Capital
Reorganisation to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London
Stock Exchange plc from time to time
"Appendix" the appendix to this announcement containing
the Terms and Conditions
"Arden" Arden Partners plc (registered in England and
Wales with registered number 04427253) whose
registered office is at 5 George Road, Edgbaston,
Birmingham, England, B15 1NP, the Company's broker
"Articles" the articles of association of the Company for
the time being
"Board" or the directors of the Company, or any duly authorised
"Directors" committee thereof
"Bookbuild" the offering of Placing Shares and attached placing
Warrants to Placees by way of an accelerated
bookbuild by Arden as agent for the Company,
details of which are more particularly set out
in the Appendix
"Business Day" a day not being a Saturday or a Sunday or a bank
or public holiday in England on which clearing
banks are open for business in the City of London
"Circular" the circular in relation to the Proposals to
be dispatched to Shareholders following completion
of the Bookbuild
"Company" Westminster Group plc (incorporated and registered
in England and Wales with registered number 03967650)
whose registered office is at Westminster House,
Blacklocks Hill, Banbury, Oxfordshire, OX17 2BS
"Convertible the Westminster Group plc and Westminster Operating
Loan Stock" Limited Fixed Rate Secured Convertible Loan Notes
or "CLNs" 2020 issued pursuant to the Loan Note Instrument
dated 18 June 2013 (as amended)
"Convertible the Company's Convertible Redeemable Unsecured
Unsecured Loan Loan Notes 2021 issued pursuant to the terms
Stock" or "CULS" of a Subscription Agreement dated 30 July 2018
"CREST" the Relevant System (as defined by the CREST
Regulations) for the paperless settlement of
share transfers and the holding of shares in
uncertificated form in respect of which Euroclear
is the Operator (as defined by the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(as amended) (SI 2001/3755)
"Deferred Shares" the deferred shares of 9.9 pence each in the
capital of the Company to be created as part
of the Share Capital Reorganisation
"Enlarged Share the New Ordinary Shares in issue on Admission,
Capital" including the Placing Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the 161,527,511 ordinary shares of 10 pence each
Shares" in the capital of the Company in issue as at
the date of this announcement
"FCA" the Financial Conduct Authority
"FPO" the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, (as amended)
"FSMA" the UK Financial Services and Markets Act 2000,
as may be amended from time to time
"General Meeting" the general meeting of the Company to be held
at Westminster House, Blacklocks Hill, Banbury
Lane, Banbury, Oxfordshire, OX17 2BS on 21 December
at 8.00 a.m.
"Group" the Company and its subsidiary undertakings
"London Stock London Stock Exchange plc
Exchange"
"MAR" Regulation (EU) No 596/2014 (the Market Abuse
Regulation)
"Mezzanine the mezzanine loan facility made available to
Loan Facility" the Company by RiverFort Global Opportunities
PCC and YA II PN Ltd pursuant to the terms of
an investment agreement entered into between
the parties dated 22 January 2020
"New Ordinary the ordinary shares of 0.1 pence each in the
Shares" capital of the Company in issue following completion
of the Share Capital Reorganisation
"Notice of the notice of the General Meeting, to be set
General Meeting" out at the end of the Circular
"Ordinary Shares" prior to the Share Capital Reorganisation, the
Existing Ordinary Shares and after the Share
Capital Reorganisation, the New Ordinary Shares.
"Placees" or an eligible investor procured by Arden who agrees
"Investors" to subscribe for Placing Shares and attached
Placing Warrants in the Placing
"Placing" the conditional placing of the Placing Shares
and attached Placing Warrants at the Placing
Price pursuant to the Placing Agreement
"Placing Agreement" the agreement dated 3 December 2020 between the
Company and Arden relating to the Placing
"Placing Price" 4 pence per Placing Share
or "Issue Price"
"Placing Shares" the New Ordinary Shares to be issued in connection
with the Placing
"Placing Warrants" the warrants to subscribe for New Ordinary Shares
at 7p per New Ordinary Share, to be granted to
Placees on the basis of 1 warrant for each 5
Placing Shares
"Proposals" the Placing, the Share Capital Reorganisation
and the proposed amendments to the Articles
"Prospectus Regulation (EU) No 2017/1129
Regulations"
"Prospectus the Prospectus Regulation Rules made by the FCA
Regulations under Part VI of FSMA
Rules"
"Regulation Regulation S under the Securities Act
S"
"Resolutions" the resolutions to be set out in the Notice of
General Meeting
"Securities United States Securities Act of 1933
Act"
"Share Capital the sub-division of each Existing Ordinary Share
Reorganisation" into one New Ordinary Share and one Deferred
Share to be effected pursuant to the passing
of the Resolutions
"Shareholders" holders of Existing Ordinary Shares and, following
the Share Capital Reorganisation, of New Ordinary
Shares
"Terms and the terms and conditions of the Bookbuild set
Conditions" out in the Appendix
"uncertificated" recorded on the relevant register of the share
or security concerned as being held in uncertificated
form in CREST and title to which, by virtue of
the CREST Regulations may be transferred by means
of CREST
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"US" or "United the United States of America, its territories
States" and possessions, any state of the United States
of America and the district of Columbia and all
other areas subject to its jurisdiction
"GBP" British pounds
IMPORTANT NOTICE
This Announcement should be read in its entirety.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of FSMA. This Announcement has
been issued by and is the sole responsibility of the Company. The
information in this Announcement is subject to change.
This Announcement is not an offer of securities for sale in or
into the United States. The securities referred to herein have not
been and will not be registered under the Securities Act, or with
any securities regulatory authority of any state or jurisdiction of
the United States. Subject to certain exceptions, the securities
referred to herein are being offered only outside of the United
States pursuant to Regulation S of the Securities Act and may not
be reoffered, resold, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and, in each case,
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
No public offering of securities is being made in the United
States. This Announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan, New Zealand
or any jurisdiction where to do so might constitute a violation of
local securities laws or regulations (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
release, publication or distribution, directly or indirectly, to
persons in a Prohibited Jurisdiction unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
Strand Hanson, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Financial Adviser and Nominated
Adviser to the Company in connection with the Placing. Strand
Hanson has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Strand
Hanson for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material information.
The responsibilities of Strand Hanson as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
Arden is authorised and regulated by the FCA in the United
Kingdom. Arden is acting solely as broker and bookrunner
exclusively for the Company and no one else in connection with the
Bookbuild and the contents of this Announcement and will not regard
any other person (whether or not a recipient of this Announcement)
as its client in relation to the Bookbuild or the contents of this
Announcement nor will it be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Arden by FSMA or the regulatory regime
established thereunder, Arden accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, for
the Bookbuild or the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the
future. Arden accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save
as
referred to above), which it might otherwise have in respect of
the contents of this Announcement or any such statement.
In connection with the Placing, Arden and its affiliates, acting
as investors for their own accounts, may subscribe for or purchase
ordinary shares in the Company ("Ordinary Shares") and in that
capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such Ordinary Shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to the Ordinary
Shares being offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any offer to, or subscription,
acquisition, placing or dealing by Arden and any of its affiliates
acting as investors for their own accounts. In addition, Arden or
its affiliates may enter into financing arrangements and swaps in
connection with which it or its affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. Arden has no intention
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Forward-looking Statements
This Announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. Many of these risks, uncertainties and assumptions
relate to factors that are beyond the Company's ability to control
or estimate precisely and include, but are not limited to, general
economic climate and market conditions as well as specific factors,
including the success of the Company and its subsidiaries' research
and development and commercialisation strategies, uncertainties
regarding regulatory clearance and acceptance of products by
customers. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
the AIM Rules.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Arden 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX
Terms and Conditions of the Placing
("TERMS AND CONDITIONS")
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO
THE PLACING
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS, (TOGETHER
REFERRED TO HEREIN AS THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN, OR ANY JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, STRAND HANSON
AND ARDEN TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA ("EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129
("QUALIFIED INVESTORS"). IN ADDITION IN THE UNITED KINGDOM THESE
TERMS AND CONDITIONS ARE ONLY ADDRESSED TO AND DIRECTED AT
QUALIFIED INVESTORS WHO ARE: (I) PERSONS WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATED TO INVESTMENTS AND WHO ARE INVESTMENT
PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMED) (THE "FPO"); (II) PERSONS WHO FALL WITHIN ARTICLES 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS
ETC.") OF THE FPO; AND (III) ANY OTHER PERSONS TO WHOM THIS
INFORMATION MAY OTHERWISE LAWFULLY BE DIRECTED (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
THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE
PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN
INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.
EACH INVESTOR SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE
OF THE PLACING SHARES.
THE PLACING SHARES AND ATTACHED PLACING WARRANTS HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES AND
ATTACHED PLACING WARRANTS IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
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 (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa, New Zealand 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.
Neither the Placing Shares nor the attached Placing Warrants
have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United
States. 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
or New Zealand in relation to the Placing Shares and attached
Placing Warrants, and the Placing Shares and attached Placing
Warrants 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, the Republic of
South Africa or New Zealand. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or New Zealand or any other jurisdiction outside the
United Kingdom in which the same would be unlawful.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any such action.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation 2017/1129 from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not apply.
By participating in the Placing, each Investor will be deemed to
have read and understood this Announcement in its entirety; to be
acquiring Placing Shares and attached Placing Warrants on the terms
and conditions contained herein and a warrant instrument to
constitute the Placing Warrants; and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in these Terms and Conditions.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. References to time in this
Announcement are to London time, unless otherwise stated.
It is expected that the Placing Shares will be allotted,
conditionally upon Admission, on 22 December 2020, or, in any case,
by such later time and/or date as the Company and Arden may agree,
being not later than 31 December 2020 ("Long Stop Date").
(a) Introduction
These Terms and Conditions apply to Relevant Persons making an
offer to acquire Placing Shares and attached Placing Warrants under
the Placing. Each such Relevant Person, who confirms its agreement
to Arden and the Company (whether orally or in writing) to acquire
Placing Shares and attached Placing Warrants under the Placing (an
"Investor"), hereby agrees with Arden and the Company to be bound
by the form of acceptance issued by Arden to such Investor and
these Terms and Conditions, being the terms and conditions upon
which Placing Shares will be sold under the Placing. An Investor
shall, without limitation, become so bound if Arden confirms to
such Investor its allocation of Placing Shares under the
Placing.
Upon being notified of its allocation of Placing Shares and
attached Placing Warrants in the Placing, an Investor shall be
contractually committed to acquire the number of Placing Shares and
attached Placing Warrants allocated to it at the Placing Price and,
to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
(b) Details of the Placing Agreement, the Placing Shares and the Placing Warrants
The Company has today entered into the Placing Agreement with
Arden. Pursuant to the Placing Agreement, Arden has, subject to the
terms and conditions set out in the Placing Agreement, agreed to
use reasonable endeavours, as agent of the Company, to procure
subscribers for the Placing Shares and attached Placing
Warrants.
The Placing is conditional on the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms.
The Placing is not being underwritten.
The Placing Shares and any New Ordinary Shares issued upon
exercise of the Placing Warrants will, when issued, be subject to
the Articles (as amended by the passing of the Resolutions), be
credited as fully paid and rank pari passu in all respects with
each other and with the New Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the New Ordinary Shares after Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Subscribers in the Placing shall be granted warrants to
subscribe for New Ordinary Shares on a 1 warrant for 5 Placing
Shares basis. The Placing Warrants will be exercisable at 7p per
New Ordinary Share for a period of 24 months from Admission. The
Placing Warrants shall not be admitted to trading on AIM or any
other stock market, and will not be transferable. The Placing
Warrants will be issued to Placees pursuant to the terms of a
warrant instrument constituting the Placing Warrants.
(c) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 22 December 2020. The Placing Warrants will not
be admitted to trading on AIM or any other stock exchange.
(d) Bookbuild
Commencing today, Arden will be conducting an accelerated
bookbuilding process to determine demand for participation in the
Placing (the "Bookbuild"). This Announcement gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing through the Bookbuild. However, Arden will be entitled to
effect the Placing by such alternative method to the Bookbuild as
it may, after consultation with the Company, determine. No
commissions will be paid by or to Investors in respect of any
participation in the Placing or subscription for Placing
Shares.
(e) Participation in, and principal terms of, the Bookbuild
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Arden. Arden and Arden Affiliates (as defined below)
are entitled to participate as Investors in the Bookbuild.
The Bookbuild will establish the number of Placing Shares to be
issued pursuant to the Placing at the Placing Price.
The book will open with immediate effect. The Bookbuild is
expected to close not later than 4.30 p.m. on 3 December 2020, but
may be closed at such earlier or later time as Arden may, in its
absolute discretion (after consultation with the Company),
determine. A further announcement will be made following the close
of the Bookbuild detailing the number of Placing Shares to be
subscribed for by the Investors at the Placing Price (the "Placing
Results Announcement").
A bid in the Bookbuild will be made on these Terms and
Conditions and will be legally binding on the Investor on behalf of
which it is made and, except with Arden's consent, will not be
capable of variation or revocation after the close of the
Bookbuild.
A Investor who wishes to participate in the Bookbuild should
communicate its bid by telephone to its usual sales contact at
Arden. Each bid should state the number of Placing Shares which the
prospective Investor wishes to subscribe for at the Placing Price.
If successful, Arden will re-contact and confirm orally to
Investors following the close of the Bookbuild the size of their
respective allocations and a form of acceptance will be despatched
as soon as possible thereafter. Arden's oral confirmation of the
size of allocations and each Investor's oral commitments to accept
the same will constitute an irrevocable legally binding agreement
in favour of the Company and Arden pursuant to which each such
Investor will be required to accept the number of Placing Shares
allocated to such Investor at the Placing Price and otherwise on
these Terms and Conditions and in accordance with the Articles.
Each Investor's allocation and commitment will be evidenced by a
form of acceptance issued by Arden to such Investor. These Terms
and Conditions will be deemed incorporated in that form of
acceptance.
Arden reserves the right to scale back the number of Placing
Shares and attached Placing Warrants to be subscribed by any
Investor in the event that the Placing is oversubscribed. Arden
also reserves the right not to accept offers to subscribe for
Placing Shares and attached Placing Warrants or to accept such
offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of Arden.
Each Investor's obligations will be owed to the Company and to
Arden. Following the oral confirmation referred to above, each
Investor will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Arden, as agent of the
Company, to pay to Arden (or as Arden may direct) in cleared funds
an amount equal to the product of the Placing Price and the number
of Placing Shares allocated to such Investor.
To the fullest extent permissible by law, none of Arden, any
subsidiary of Arden, any branch, affiliate or associated
undertaking of Arden or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Arden Affiliate") nor any person acting on their behalf shall
have any liability to Investors (or to any other person whether
acting on behalf of an Investor or otherwise). In particular, none
of Arden, any Arden Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuild or of such alternative method of effecting the
Placing as Arden may determine.
All obligations of Arden under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement
including without limitation those referred to below under
"Conditions of the Placing".
(f) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Arden under the Placing Agreement are
conditional, among other things, upon:
(i) the passing of each of the Resolutions at the General Meeting;
(ii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in all material respects
and not misleading in the context of the Placing on and as of the
date of the Placing Agreement and at Admission;
(iii) the obligations of Arden not having been terminated (as
described below under "Right to terminate under the Placing
Agreement"); and
(iv) Admission of the Placing Shares occurring not later than
8.00 a.m. on 22 December 2020 or such later time and/or date as
Arden and the Company may agree (but in any event not later than 31
December 2020).
If (a) the Conditions of the Placing are not fulfilled (or to
the extent permitted under the Placing Agreement waived by Arden),
or (b) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Investor's rights
and obligations hereunder shall cease and determine at such time
and no claim may be made by an Investor in respect thereof. None of
Arden, any Arden Affiliate, the Company, nor any subsidiary of the
Company, nor any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each a "Westminster Affiliate") shall have any liability
to any Investor (or to any other person whether acting on behalf of
an Investor or otherwise) in respect of any decision it may make as
to whether or not to waive or to extend the time and/or date for
the satisfaction of any condition in the Placing Agreement or in
respect of the Placing generally.
By participating in the Placing, each Investor agrees that
Arden's rights and obligations in respect of the Placing terminate,
inter alia, in the circumstances described below under "Right to
terminate under the Placing Agreement".
(g) Right to terminate under the Placing Agreement
Arden has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event of a breach of the warranties given to Arden in the Placing
Agreement (in a manner which is material in the context of the
Placing), the failure of the Company to comply with certain of its
obligations under the Placing Agreement, the occurrence of a force
majeure event or a material adverse change in the financial or
trading position or prospects of any member of the Group.
By participating in the Placing, each Investor agrees with Arden
that the exercise by Arden of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Arden and that Arden need not make any reference to
the Investors in this regard and that, to the fullest extent
permitted by law, neither the Company, Arden, any Arden Affiliate
nor any Westminster Affiliate shall have any liability whatsoever
to the Investors in connection with any such exercise or failure to
so exercise.
(h) No Prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required to be
prepared in accordance with the Prospectus Regulation Rules to be
published or submitted to be approved by the FCA and Investors'
commitments will be made solely on the basis of the information
contained in this Announcement.
Each Investor, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Arden and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of Arden
(other than the amount of the relevant Placing participation in the
oral confirmation given to Investors and the form of acceptance
referred to below), any Arden Affiliate, any persons acting on its
or their behalf or the Company or any Westminster Affiliate and
none of Arden, any Arden Affiliate, any persons acting on their
behalf, the Company, any Westminster Affiliate nor any persons
acting on their behalf will be liable for the decision of any
Investor to participate in the Placing based on any other
information, representation, warranty or statement which the
Investor may have obtained or received (regardless of whether or
not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). By
participating in the Placing, each Investor acknowledges to and
agrees with Arden for itself and as agent for the Company that,
except in relation to the information contained in this
Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding
whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
(i) Lock-up
The Company has undertaken to Arden that, between the date of
the Placing Agreement and six months after the date of Admission,
it will not, enter into any further equity fund raising
transactions without the prior consent of Arden (such consent not
to be unreasonably withheld or delayed).
By participating in the Placing, Investors agree that the
exercise by Arden of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of Arden and that Arden need not
make any reference to, or consultation with, Investors and that
Arden shall have no liability to Investors whatsoever in connection
with any such exercise of the power to grant consent.
(i) Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Arden reserves the right to require settlement for and delivery of
the Placing Shares to Investors by such other means as Arden may
deem necessary, including, without limitation, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Investor's
jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 18 December 2020
Settlement Date 22 December 2020
ISIN Code GB00B1XLC220
SEDOL B1XLC22
Deadline for input instruction into CREST 5.00 p.m. on 18 December 2020
CREST ID for Arden 601
Each Investor allocated Placing Shares and attached Placing
Warrants in the Placing will be sent a form of acceptance stating
the number of Placing Shares and attached Placing Warrants
allocated to it, the Placing Price, the aggregate amount owed by
such Investor to Arden and settlement instructions. Investors
should settle against the Arden CREST ID shown above. It is
expected that such form of acceptance will be despatched shortly
following the close of the Bookbuild. Each Investor agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which it has in place with
Arden.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the form of acceptance unless
otherwise notified by Arden.
Interest is chargeable daily on payments not received from
Investors on the due date in accordance with the arrangements set
out above at the rate of two percentage points above the base rate
of HSBC Bank Plc.
Each Investor is deemed to agree that if it does not comply with
these obligations, Arden may sell any or all of the Placing Shares
allocated to the Investor on such Investor's behalf and retain from
the proceeds, for Arden's own account and profit, an amount equal
to the aggregate amount owed by the Investor plus any interest due.
The Investor will, however, remain liable for any shortfall below
the aggregate amount owed by such Investor and it may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Investor's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Investor should ensure that the form of
acceptance is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Investor's name
or that of its nominee or in the name of any person for whom the
Investor is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Arden nor the Company shall be
responsible for the payment thereof. Investors will not be entitled
to receive any fee or commission in connection with the
Placing.
(j) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 22 December 2020 (or such later time
and/or date as the Company and Arden may agree) and on the Placing
Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before
Admission; and (ii) the confirmation mentioned under paragraph (e)
above, an Investor agrees to become a member of the Company and
agrees to acquire Placing Shares at the Placing Price and to be
granted Placing Warrants on the basis of 1 Placing Warrant for
every 5 Placing Shares being subscribed for in the Placing. The
number of Placing Shares and attached Placing Warrants acquired by
such Investor under the Placing shall be in accordance with the
arrangements described above.
(k) Payment for Placing Shares
Each Investor undertakes to pay the Placing Price for the
Placing Shares acquired by such Investor in such manner as shall be
directed by Arden. In the event of any failure by an Investor to
pay as so directed by Arden, the relevant Investor shall be deemed
hereby to have appointed Arden or its nominee to sell (in one or
more transactions) any or all of the Placing Shares in respect of
which payment has not been made as so directed by Arden and to have
agreed to indemnify on demand Arden in respect of any liability for
stamp duty and/or stamp duty reserve tax arising in respect of any
such sale or sales.
(l) Representations and warranties
By participating in the Placing, each Investor and, to the
extent applicable, any person confirming its agreement to acquire
Placing Shares on behalf of an Investor, will irrevocably
acknowledge, confirm, agree, undertake, represent and warrant to
each of Arden and the Company that:
(i) the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
Terms and Conditions, the Placing Agreement and the Articles. Such
Investor agrees that these Terms and Conditions and the form of
acceptance issued by Arden to such Investor represent the whole and
only agreement between the Investor, Arden and the Company in
relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these Terms and Conditions. Such Investor agrees that none
of the Company, Arden nor any of their respective officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
Arden nor any person affiliated with Arden or acting on its behalf
is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously published by or on behalf of the Company or
any member of the Group and will not be liable for any decision by
an Investor to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise;
(iii) the Investor has not relied on Arden or any person
affiliated with Arden in connection with any investigation of the
accuracy of any information contained in this announcement or its
investment decision;
(iv) in agreeing to acquire Placing Shares and attached Placing
Warrants under the Placing, the Investor is relying on this
Announcement and not on any draft thereof or other information or
representation concerning the Group, the Placing or the Placing
Shares or attached Placing Warrants. Such Investor agrees that
neither the Company nor Arden nor their respective officers,
directors or employees will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
(v) Arden is not making any recommendations to Investors or
advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing and
each Investor acknowledges that participation in the Placing is on
the basis that it is not and will not be a client of Arden; that
Arden is acting for the Company and no one else; that Arden will
not be responsible to anyone else for the protections afforded to
its clients; that Arden will not be responsible for anyone other
than the Company for providing advice in relation to the Placing,
the contents of this Announcement or any transaction, arrangements
or other matters referred to herein; and that Arden will not be
responsible for anyone other than the Company in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of
Arden's rights and obligations thereunder, including any right to
waive or vary any condition or exercise any termination right
contained therein;
(vi) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), neither Arden nor any of its
directors or employees shall be liable to an Investor for any
matter arising out of the role of Arden as the Company's broker or
otherwise, and that where any such liability nevertheless arises as
a matter of law each Investor will immediately waive any claim
against Arden and any of its respective directors and employees
which an Investor may have in respect thereof;
(vii) the Investor has complied with all applicable laws and
such Investor will not infringe any applicable law as a result of
such Investor's agreement to acquire Placing Shares and attached
Placing Warrants under the Placing and/or acceptance thereof or any
actions arising from such Investor's rights and obligations under
the Investor's agreement to acquire Placing Shares and attached
Placing Warrants under the Placing and/or acceptance thereof or
under the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares and attached Placing Warrants under the
Placing; and (ii) to ensure that those obligations are legally
binding and enforceable, have been taken, fulfilled and done. The
Investor's entry into, exercise of its rights and/or performance
under, or compliance with its obligations under the Placing, does
not and will not violate: (a) its constitutional documents; or (b)
any agreement to which the Investor is a party or which is binding
on the Investor or its assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, Arden or any other person that
would permit a public offering of the Placing Shares, or possession
or distribution of this Announcement, in any country or
jurisdiction where action for that purpose is required;
(x) the Investor is a Relevant Person and in all cases is
capable of being categorised as a Professional Client or Eligible
Counterparty for the purposes of the FCA Conduct of Business
Rules;
(xi) if the Investor is in a relevant EEA member state, it is a
Qualified Investor within the meaning of Article 2(e) of EU
Prospectus Regulation 2017/1129 and otherwise permitted by law to
be offered and sold Placing Shares in circumstances which do not
require the publication by the Company of a prospectus in
accordance with the Prospectus Regulations Rules or other
applicable laws;
(xii) if the Investor is in the United Kingdom it: (i) has
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the FPO; or (ii) falls within Article 49(2) (a) to
(d) ("High Net Worth Companies, Unincorporated Associations, etc")
of the FPO; or (iii) is a person to whom this Announcement may
otherwise lawfully be communicated;
(xiii) in the case of any Placing Shares acquired by an Investor
as a financial intermediary, either:
1. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their placing or resale to, persons in any relevant member state
other than Qualified Investors, or in circumstances in which the
prior consent of Arden has been given to the placing or resale;
or
2. where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than Qualified
Investors, the placing of those Placing Shares to it is not treated
under the Prospectus Regulation Rules as having been made to such
persons;
(xiv) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xv) the Placing Shares and attached Placing Warrants have not
been and will not be registered under the Securities Act or under
the securities legislation of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States
or under the applicable securities laws of Australia, Canada,
Japan, the Republic of South Africa or New Zealand or where to do
so may contravene local securities laws or regulations;
(xvi) the Investor is, and at the time the Placing Shares and
attached Placing Warrants are acquired will be, located outside the
United States and eligible to participate in an "offshore
transaction" as defined in and in accordance with Regulation S;
(xvii) the Investor is not acquiring the Placing Shares and
attached Placing Warrants as a result of any "directed selling
efforts" as defined in Regulation S or as a result of any form of
general solicitation or general advertising (within the meaning of
Rule 502(c) of Regulation D under the Securities Act);
(xviii) if it is acquiring the Placing Shares and attached
Placing Warrants for the account of one or more other persons, it
has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of
each such account;
(xix) the Investor is acquiring the Placing Shares and attached
Placing Warrants for investment purposes only and not with a view
to any resale, distribution or other disposition of the Placing
Shares in violation of the Securities Act or any other United
States federal or applicable state securities laws;
(xx) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares and attached
Placing Warrants in the United States with the US Securities and
Exchange Commission or with any state securities administrator;
(xxi) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xxii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xxiii) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deems necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xxiv) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxv) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxvi) the Investor is not a resident of the United States,
Australia, Canada, Japan, the Republic of South Africa or New
Zealand or any other jurisdiction where an offer to acquire the
Placing Shares would be unlawful and acknowledges that the Placing
Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the
securities legislation of the United States, Australia, Canada,
Japan, or the Republic of South Africa or New Zealand or any other
jurisdiction where an offer to acquire Placing Shares would be
unlawful and, subject to certain exceptions, the Placing Shares may
not be offered or sold, directly or indirectly, in or into those
jurisdictions;
(xxvii) the Investor is liable for any capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxviii) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to acquire Placing Shares and attached
Placing Warrants under the Placing and/or who authorises Arden to
notify such Investor's name to the Registrars, that person
represents that he has authority to do so on behalf of the
Investor;
(xxix) the Investor has complied with its obligations under the
Criminal Justice Act 1993, MAR, Section 118 of FSMA and, in
connection with money laundering and terrorist financing, under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (as amended) ("Money Laundering
Regulations 2017") and any other applicable law concerning the
prevention of money laundering and, if it is making payment on
behalf of a third party, that: (i) satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party; and (ii) arrangements have been entered into with the third
party to obtain from the third party copies of any identification
and verification data immediately on request as required by the
Money Laundering Regulations 2017 and, in each case, agrees that
pending satisfaction of such obligations, definitive certificates
(or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at
Arden's discretion;
(xxx) the Investor agrees that, due to anti-money laundering and
the countering of terrorist financing requirements, Arden and/or
the Company may require proof of identity of the Investor and
related parties and verification of the source of the payment
before the application can be processed and that, in the event of
delay or failure by the Investor to produce any information
required for verification purposes, Arden and/or the Company may
refuse to accept the application and the moneys relating thereto.
The Investor holds harmless and will indemnify Arden and/or the
Company against any liability, loss or cost ensuing due to the
failure to process this application, if such information as has
been required has not been provided by it or has not been provided
on a timely basis;
(xxxi) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxxii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxxiii) 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 FSMA;
(xxxiv) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
(xxxv) 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:
(i) 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;
(ii) 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
disclosed such information to any person, prior to the
information being made publicly available;
(xxxvi) in the case of a person who confirms to Arden on behalf
of an Investor an agreement to acquire Placing Shares and attached
Placing Warrants under the Placing and who is acting on behalf of a
third party, that the terms on which the Investor (or any person
acting on its behalf) are engaged enable it to make investment
decisions in relation to securities on that third party's behalf
without reference to that third party;
(xxxvii) the exercise by Arden of any rights or discretions
under the Placing Agreement shall be within its absolute discretion
and Arden need not have any reference to any Investor and shall
have no liability to any Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right
and each Investor agrees that it shall have no rights against Arden
or any of its directors or employees under the Placing
Agreement;
(xxxviii) it irrevocably appoints any director of Arden as its
agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing
Shares and attached Placing Warrants agreed to be taken up by it
under the Placing and otherwise to do all acts, matters and things
as may be necessary for, or incidental to, its acquisition of any
Placing Shares and attached Placing Warrants in the event of its
failure so to do;
(xxxix) it will indemnify and hold the Company, Arden and its
respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph (l)_and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xl) Arden may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the
Placing Shares and/or related instruments for its own account and,
except as required by applicable law or regulation, Arden will not
make any public disclosure in relation to such transactions;
and
(xli) Arden and each of its respective affiliates, each acting
as an investor for its or their own account(s), may bid or
subscribe for and/or purchase Placing Shares and, in that capacity,
may retain, purchase, offer to sell or otherwise deal for its or
their own account(s) in the Placing Shares, any other securities of
the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by Arden and/or any Arden
Affiliates, acting as an investor for its or their own account(s).
Neither Arden nor the Company intend to disclose the extent of any
such investment or transaction otherwise than in accordance with
any legal or regulatory obligation to do so.
The Company and Arden will rely upon the truth and accuracy of
each of the foregoing representations, warranties and
undertakings.
(m) Supply and disclosure of information
If any of Arden or the Company or any of their respective agents
request any information about an Investor's agreement to acquire
Placing Shares and attached Placing Warrants, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
(n) Miscellaneous
The rights and remedies of Arden and the Company under these
Terms and Conditions are in addition to any rights and remedies
which would otherwise be available to each of them, and the
exercise or partial exercise of one will not prevent the exercise
of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to Arden:
1. if he/she is an individual, his/her nationality; or
2. if he/she is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned.
3. such other "know your client" information as Arden may reasonably request.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to
Arden.
(iii) Each Investor agrees to be bound by the Articles once the
Placing Shares which such Investor has agreed to acquire have been
acquired by such Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by Arden.
(v) The contract to acquire Placing Shares and attached Placing
Warrants and the appointments and authorities mentioned herein will
be governed by, and construed in accordance with, the laws of
England and Wales. For the exclusive benefit of Arden, the Company
and the Registrars, each Investor irrevocably submits to the
exclusive jurisdiction of the English courts in respect of these
matters. This does not prevent an action being taken against an
Investor in any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares
and attached Placing Warrants, references to an "Investor" in these
Terms and Conditions are to each of such Investors and such joint
Investors' liability is joint and several.
(vii) Arden and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares
and attached Placing Warrants under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
(ix) 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.
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.
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and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEKKBBDNBDBQBK
(END) Dow Jones Newswires
December 03, 2020 02:01 ET (07:01 GMT)
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