TIDMWATR
RNS Number : 1470F
Water Intelligence PLC
14 July 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Water Intelligence plc
("Water Intelligence" or the "Company" or the "Group")
Proposed Fundraising to Accelerate Growth
PDMR Dealing
Water Intelligence, a leading provider of non-invasive leak
detection and remediation services for both potable and non-potable
water, today announces that it proposes to raise approximately $9.5
million (GBP6.9 million) in a placing and subscription through the
issue of an aggregate of up to 749,893 new ordinary shares of one
penny each in the capital of the Company ("Ordinary Shares") at a
price of 920 pence per Ordinary Share (the "Issue Price"), together
the ("Fundraising")
The Fundraising comprises a placing (the "Placing") of up to
526,691 new Ordinary Shares ("Placing Shares") to raise up to $6.7
million (GBP4.8 million) and a subscription (the "Subscription") of
up to 223,202 Ordinary Shares ("Subscription Shares") to raise a
total of approximately $2.8 million (GBP2.1 million). As part of
the Fundraising, certain directors and persons closely associated
with them, as well as certain employees, intend to exercise 250,000
options over Ordinary Shares and to pay up in full Partly Paid
Shares ("Exercise Shares") (the Placing Shares, Subscription Shares
and Exercise Shares, together the "New Ordinary Shares") and,
instead of receiving these shares, have instructed the Company to
sell them into the Subscription at the Issue Price.
Summary of the proposed Fundraising
-- Fundraising of up to approximately $9.5 million at 920 pence per Ordinary Share, comprising:
o Placing of up to 526,691 Ordinary Shares at the Issue Price to
raise $6.7 million with institutional investors; and
o Subscription of up to 223,202 Ordinary Shares worth $2.8
million;
-- Placing by way of accelerated bookbuild ("ABB");
-- Books are open with immediate effect;
-- In addition, the exercise and sale of 200,000 options and
Partly Paid Shares by Patrick Desouza, Executive Chairman of the
Company, and persons closely associated with him, as well as an
additional exercise and sale of 50,000 by other employees of the
Group
Reasons for the Fundraising
The proceeds of the Fundraising will be used to provide working
capital to fuel further momentum in growth for 2021 and beyond
based on the Group's core drivers and five-year growth plan. Since
2016, the Group has grown at a CAGR of 33% in terms of revenues and
53% in terms of profits before tax, with an acceleration of such
growth during the four months to 30 April 2021 (47% for revenues
and 154% for profits before tax). Global market demand for water
and wastewater infrastructure services is growing rapidly due to a
number of factors: need for "essential services" with respect to
water and wastewater during Covid; adverse impact of climate change
on water infrastructure, such as from droughts in the western US
and flash freezes in the southern US; increased government spending
for water infrastructure in various geographies around the world
such as the US, particularly the American Jobs Act, and UK. The
Group intends to accelerate market capture and will use the
proceeds from the Fundraising to:
-- invest in accretive corporate reacquisitions of additional
franchise-operated locations to further accelerate growth of its
American Leak Detection brand; recent franchise re-acquisitions of
Las Vegas, Phoenix and North-East Florida, on a pro forma basis,
add $8 million of revenue and $2 million of profit before tax
annually;
-- expand franchise system and corporate-operated locations
through national business-to-business sales channels such as
insurance and property management;
-- expand the Group's American Leak Detection (residential and
commercial water and wastewater leaks) and Water Intelligence
International (municipal water and wastewater leaks) execution
footprint across existing sales geographies in the US, UK,
Australia and Canada and select new international territories;
-- continue to build-out an expanded organisational
infrastructure, especially hiring and training of additional leak
detection and repair professionals, to meet market demand and
sustain growth throughout Water Intelligence and its
subsidiaries;
-- continue to automate operations for greater efficiencies
through the implementation of technologies such as Salesforce.com's
customer relationship management solutions;
-- develop proprietary technologies such as sewer diagnostic
tools and stormwater and irrigations solutions and provide
follow-through sales of such new products to customers; and
-- for general working capital purposes.
Details of the Placing and Subscription
WH Ireland Limited ("WH Ireland" or "WHI") is acting as
nominated adviser, joint broker and joint bookrunner in connection
with the Placing. Dowgate Capital Limited ("Dowgate") is also
acting as joint broker and joint bookrunner in connection with the
Placing (together the "Bookrunners").
The Placing, by way of an ABB, will be launched immediately upon
the release of this announcement and will be made available to
eligible new and existing institutional investors. The book will
close at the discretion of the Bookrunners. The completion of the
Fundraising will be announced as soon as practicable.
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, such announcement and the Appendix
together being, this "Announcement"). The Placing is not
underwritten.
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety, including the Appendix, and to be
making such offer on the terms and subject to the conditions
contained herein and to be making the representations, warranties,
undertakings and acknowledgements contained in the Appendix to this
Announcement.
The Issue Price of 920 pence per New Ordinary Share represents a
discount of 1.6 per cent. to the closing mid- market price of 935
pence per Ordinary Share on 13 July 2021, being the latest
practicable date prior to the publication of this Announcement.
The 223,202 New Ordinary Shares issued pursuant to the
Subscription will be satisfied by the sale of Exercise Shares.
The total number of New Ordinary Shares issued pursuant to the
Placing and Subscription, when issued, will represent up to
approximately 4.2 per cent. of the Company's existing issued share
capital.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market ("AIM") of London Stock
Exchange plc (the "London Stock Exchange"), ("Admission").
Admission is expected to occur on or around 8.00 a.m. on 19 July
2021.
Settlement for the New Ordinary Shares is expected to take place
on 19 July 2021. The Fundraising is conditional on, among other
things, Admission becoming effective and the placing agreement
between the Company and the Bookrunners (the "Placing Agreement")
being entered into and not being terminated in accordance with its
terms.
The Appendix sets out further information relating to the
Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Director Dealings
As indicated above, Patrick DeSouza and persons closely
associated with him intend (i) to pay up in full for 120,000 Partly
Paid Shares at 85 pence each and to sell the new Ordinary Shares at
a price of 920 pence per share and (ii) to exercise 80,000 options
over Ordinary Shares at an exercise price of $1.05 and to sell
those shares at a price of 920 pence per share. Following such
payment, exercise and sale, Dr. DeSouza's interest in the voting
rights of the Company will be 4,867,110 (split as to 2,787,110
Ordinary Shares and 2,080,000 Partly Paid Shares), equivalent to
27.60% of the enlarged share capital of the Company, as at
Admission.
In addition, Dan Ewell and Laura Hills, directors of the Company
have agreed to acquire 7,865 Ordinary Shares and 1,966 Ordinary
Shares respectively at a price of 920 pence from an employee who
exercised options over Ordinary Shares, subject to regulatory
approvals. Following such acquisitions, Mr. Ewell's interest in the
voting rights of the Company will be 30,524, equivalent to 0.17% of
the enlarged share capital of the Company, as at Admission and Ms
Hills' interest in the voting rights of the Company will be
116,196, equivalent to 0.66% of the enlarged share capital of the
Company, as at Admission.
Enquiries:
Water Intelligence plc
Patrick DeSouza, Executive Chairman
Tel: +1 203 654 5426
WH Ireland Limited - NOMAD & Joint Broker and Bookrunner
Adrian Hadden
James Sinclair-Ford
Matthew Chan
Tel: +44 (0)20 7220 1666
Dowgate Capital Ltd - Joint Broker and Bookrunner
Stephen Norcross
Tel: +44 (0)20 3903 7721
This announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No. 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). In addition,
market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT {INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF EU PROSPECTUS REGULATION
(EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS
REGULATION"), WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"); (3) PERSONS TO WHOM THE
ANNOUNCEMENT MAY OTHERWISE BE LAWFULLY COMMUNICATED.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN WATER INTELLIGENCE PLC.
THE PLACING SHARES 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 IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, WH
Ireland, Dowgate or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company, WH Ireland and Dowgate to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to
exemptions under the Prospectus Regulation or the UK Prospectus
Regulation 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) does not apply.
The Placing Shares 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 in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
WH Ireland and Dowgate are authorised and regulated by the
Financial Conduct Authority (the "FCA") in the United Kingdom and
are acting exclusively for the Company and no one else in
connection with the Placing, and WH Ireland and Dowgate will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to their clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement. Each Placee should
consult with its own advisers as to the legal, tax, business and
other features and consequences of an investment in Placing
Shares.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by WH Ireland, Dowgate or by any of their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected or received from
them may go down as well as up and investors may not get back the
full amount invested upon disposal of the shares. Past performance
is no guide to future performance, and persons needing advice
should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EEA, QUALIFIED INVESTORS AS DEFINED
IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS REGULATION"),
WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
WATER INTELLIGENCE PLC.
THE PLACING SHARES 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 IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, WH
Ireland, Dowgate or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company, WH Ireland and Dowgate to inform
themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (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 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.
All offers of the Placing Shares will be made pursuant to
exemptions under the Prospectus Regulation or the UK Prospectus
Regulation 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.
The Placing Shares 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 in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
2. in the case of:
3. a Relevant Person in a member state of the EEA which has
implemented the Prospectus Directive (each, a "Relevant Member
State") who acquires any Placing Shares pursuant to the
Placing:
a. it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
i. the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of WH Ireland and Dowgate has been given to the offer
or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; and
c. a Relevant Person in the UK who acquires any Placing Shares pursuant to the Placing:
i. it is a Qualified Investor within the meaning of Article 2(e)
of the UK Prospectus Regulation; and
ii. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
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 offer or resale to, persons in the UK other than Qualified
Investors or in circumstances in which the prior consent of WH
Ireland and Dowgate has been given to the offer or resale; or
2. where Placing Shares have been acquired by it on behalf of
persons in the UK other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons; and
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is either:
a. outside the United States acquiring the Placing Shares in
offshore transactions as defined in and in accordance with
Regulation S under the Securities Act; or
b. a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (a "QIB").
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies (the "AIM Rules")) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
contract note to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicity Available Information),
representation, warranty or statement made by or on behalf of WH
Ireland, Dowgate or the Company or any other person and none of WH
Ireland, Dowgate, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement . Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
WH Ireland and Dowgate have today entered into a placing
agreement (the "Placing Agreement") with the Company under which,
on the terms and subject to the conditions set out in the Placing
Agreement, WH Ireland and Dowgate as agents for and on behalf of
the Company, have agreed to use their reasonable endeavours to
procure Placees for the Placing Shares. The Placing is not being
underwritten by WH Ireland, Dowgate or any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild (as defined below) as set out in this
Announcement.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of GBP0.01 each ("Ordinary Shares")
in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Bookbuild
WH Ireland and Dowgate will today commence an accelerated
bookbuilding process (the "Bookbuild") to determine demand for
participation in the Placing by potential Placees at the Placing
Price (as defined below).
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
WH Ireland, Dowgate and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as they
may, in their sole discretion, determine.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or before 8.00
a.m. on 19 July 2021 and that dealings in the Placing Shares on AIM
will commence at the same time.
Principal terms of the Placing
1. WH Ireland and Dowgate are acting as sole bookrunners to the
Placing, as agents for and on behalf of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by WH Ireland and/or
Dowgate to participate. WH Ireland and Dowgate and any of their
respective affiliates are entitled to participate in the Placing as
principal.
3. The Bookbuild will establish the number of Placing Shares to
be issued at the placing price, which price will be agreed between
WH Ireland, Dowgate and the Company following completion of the
Bookbuild (the "Placing Price"). The number of Placing Shares and
the Placing Price will be announced following the close of the
Bookbuild pursuant to paragraph 8 below.
4. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland and/or Dowgate
(as applicable). Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for or purchase at
the Placing Price. Bids may be scaled down by WH Ireland and/or
Dowgate (as applicable) on the basis referred to in paragraph 9
below.
5. The closing of the Bookbuild is intended to be at 2 p.m. on
14 July 2021. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion and WH Ireland and Dowgate reserve the right to
extend the time for closing of the Bookbuild.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland and/or Dowgate (as applicable) following
the close of the Bookbuild and a contract note or electronic trade
confirmation will be dispatched as soon as practicable thereafter.
The terms of this Appendix will be deemed incorporated in that
contract note.
7. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with WH Ireland
and/or Dowgate's consent (as applicable) will not be capable of
variation or revocation after the time at which WH Ireland and/or
Dowgate (as applicable) makes its confirmation by way of contract
note or electronic trade confirmation. It is expected that such
trade confirmation will be despatched on the trade date, which is
expected to be 14 July 2021. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to WH Ireland
and/or Dowgate (as applicable as agent for the Company), to pay to
it (or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire, and the Company has agreed to allot
and issue to that Placee.
8. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued at the Placing Price.
9. Subject to paragraphs 4 and 5 above, WH Ireland and Dowgate
may choose not to accept bids and/or to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion (after consultation with the Company) and may scale down
any bids for this purpose on such basis as it may determine. WH
Ireland and Dowgate may also, notwithstanding paragraphs 4 and 5
above, subject to the prior consent of the Company, allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with WH Ireland
and/or Dowgate's consent (as applicable) will not be capable of
variation or revocation from the time at which it is submitted.
11. Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland, Dowgate or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
13. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
14. By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
15. To the fullest extent permissible by law and applicable FCA
rules, none of:
a. WH Ireland;
b. Dowgate;
c. any of its affiliates, agents, directors, officers, consultants or employees; nor
d. to the extent not contained within (a) or (b), any person
connected with WH Ireland or Dowgate as defined in the FSMA ((b)
and (c) being together "affiliates" and individually an "affiliate"
of WH Ireland or Dowgate); shall have any liability (including to
the extent permissible by law, any fiduciary duties) to Placees or
to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither WH Ireland, Dowgate nor any of
their respective affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of
WH Ireland's and Dowgate's conduct of the Placing or of such
alternative method of effecting the Placing as WH Ireland, Dowgate
and the Company may agree.
Registration and settlement
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic trade confirmation which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to WH Ireland and/or Dowgate (as
applicable). It is expected that such trade confirmation will be
despatched on the trade date, which is expected to be 14 July
2021.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by WH Ireland and/or Dowgate (as applicable) in accordance
with either the standing CREST or certificated settlement
instructions which they have in place with WH Ireland and/or
Dowgate (as applicable).
Settlement of transactions in the Placing Shares (ISIN:
GB00BZ973D04) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+3 basis unless otherwise notified by WH Ireland
and/or Dowgate and is expected to occur on 19 July 2021 (the
"Settlement Date") in accordance with the contract notes.
Settlement will be on a delivery versus payment basis. However, in
the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company WH Ireland and Dowgate may agree that the
Placing Shares should be issued in certificated form. WH Ireland
and Dowgate reserve the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST system or would not be consistent
with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above the prevailing base rate of
Barclays Bank plc as determined by WH Ireland and Dowgate.
Each Placee is deemed to agree that if it does not comply with
these obligations, WH Ireland and/or Dowgate (as applicable) may
sell any or all of their Placing Shares on their behalf and retain
from the proceeds, for WH Ireland's and Dowgate's own account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the Placing Price and for any stamp
duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of its Placing Shares on
its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional contract note is copied and delivered immediately to
the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
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 WH Ireland and Dowgate under the Placing
Agreement are, and the Placing is, conditional upon, inter
alia:
a) none of the representations, warranties and undertakings on
the part of the Company contained in the Placing Agreement (as
defined in the Placing Agreement) being untrue or inaccurate on the
date on which the Placing Agreement is signed or Admission, by
reference to the facts and circumstances then subsisting;
b) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
c) the Company having allotted or transferred, subject only to
Admission, the Placing Shares in accordance with the Placing
Agreement; and
d) Admission having become effective at or before 8.00 a.m. on
19 July 2021 or such later time as WH Ireland and Dowgate may agree
with the Company (being not later than 4 August 2021),
(all conditions to the obligations of WH Ireland and Dowgate
included in the Placing Agreement being together, the
"conditions").
If any of the conditions set out in the Placing Agreement is not
fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company, WH Ireland and Dowgate may agree),
or the Placing Agreement is terminated in accordance with its
terms, the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
WH Ireland and Dowgate may, in their absolute discretion and
upon such terms as they think fit, waive fulfilment of all or any
of the conditions in the Placing Agreement in whole or in part, or
extend the time provided for fulfilment of one or more conditions,
save those certain conditions including the condition relating to
Admission referred to in paragraph (e) above may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Appendix.
WH Ireland and Dowgate may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
Neither WH Ireland, Dowgate nor any of their respective
affiliates, agents, directors, officers or employees nor the
Company shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition to the Placing nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
WH Ireland and Dowgate.
Termination of the Placing
WH Ireland and Dowgate may, in their absolute discretion, by
notice to the Company, terminate the Placing Agreement at any time
up to Admission if, inter alia:
a) there has been a material breach of the warranties given to them;
b) there has been a material adverse change;
c) any statement contained in this Announcement, or any other
document or announcement issued or published by or on behalf of the
Company in connection with the Placing is or has become or has been
discovered to be untrue or inaccurate in any material respect or
misleading in any material respect; or
d) in the opinion of WH Ireland and Dowgate, there has been a force majeure event.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company, WH Ireland and Dowgate that:
a) the exercise by the Company, WH Ireland or Dowgate of any
right of termination or any other right or other discretion under
the Placing Agreement shall be within the absolute discretion of
the Company, WH Ireland or Dowgate or for agreement between the
Company, WH Ireland and Dowgate (as the case may be);
b) none of the Company, WH Ireland nor Dowgate need make any reference to such Placee;
c) none of the Company, WH Ireland, Dowgate nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise; and
d) the Placee has no rights against WH Ireland, Dowgate, the
Company or any of their respective officers, directors or employees
under the Placing Agreement pursuant to the Contract (Rights of
Third Parties) Act 1999.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by WH Ireland and/or Dowgate (as applicable) of a
contract note confirming each Placee's allocation and commitment in
the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where WH Ireland and/or Dowgate (as applicable) expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document:
a. is required under the Prospectus Regulation or the UK Prospectus Regulation; and
b. has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4. it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither WH Ireland, Dowgate nor the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested WH Ireland, Dowgate, the Company, any of their respective
affiliates, agents, directors, employees or officers or any person
acting on behalf of any of them to provide it with any such
information;
5. neither WH Ireland, Dowgate nor any person acting on behalf
of either of them nor any of their affiliates, agents, directors,
officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
6.
a) the only information on which it is entitled to rely on and
on which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
b) neither WH Ireland, Dowgate, nor the Company (nor any of
their respective affiliates, agents, directors, officers and
employees) have made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
c) it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
d) it has not relied on any investigation that WH Ireland,
Dowgate or any person acting on its behalf may have conducted with
respect to the Company, the Placing or the Placing Shares;
7. the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither WH Ireland, Dowgate
nor any persons acting on its behalf is responsible for or has or
shall have any liability for any information, representation,
warranty or statement relating to the Company contained in this
Announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, the Publicly Available Information
or otherwise. Nothing in this Appendix shall exclude any liability
of any person for fraudulent misrepresentation;
8. it is not, and at the time the Placing Shares are acquired
will not be, a resident of Australia, Canada, the Republic of South
Africa or Japan;
9. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
Australia, Canada, the Republic of South Africa or Japan and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within Australia, Canada, Japan or the Republic of South Africa or
in any country or jurisdiction where any such action for that
purpose is required;
10. it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as WH Ireland and Dowgate
determine;
11. it and/or each person on whose behalf it is
participating:
a. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
12. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, Japan or the Republic of South
Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
13.
a) it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act; or
b) it (and any account for which it is purchasing) is a QIB;
14. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
15. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
16. it understands that:
a) the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act;
b) no representation is made as to the availability of the
exemption provided by Rule 144 for resales of Placing Shares;
and
c) it will not deposit the Placing Shares in a depositary
receipt programme in the United States or for US persons (as
defined in the Securities Act);
17. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a) in the United States, to a person it reasonably believes to
be a QIB in a transaction meeting the requirements of Rule
144A;
b) in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
c) pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
18. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
19. it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE
DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN
RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.
EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT
UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
20. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing or the
Placing Shares, in or into or from the United States (including
electronic copies thereof) to any person, or to any other person
whatsoever, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person, and will
not, and has not, duplicated or otherwise copied this Announcement
in any way for any further distribution or redistribution;
21. none of WH Ireland, Dowgate, their respective affiliates and
any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of WH Ireland or Dowgate and that WH
Ireland and Dowgate have no duties or responsibilities to it for
providing the protections afforded to its clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
22. it will make payment to WH Ireland and/or Dowgate (as
applicable) for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times
and dates set out in this Announcement, failing which the relevant
Placing Shares may be placed with others on such terms as WH
Ireland and/or Dowgate (as applicable) determine in their absolute
discretion without WH Ireland or Dowgate owing any liability to the
Placee and the Placee will remain liable for any shortfall below
the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
23. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
24. no action has been or will be taken by any of the Company,
WH Ireland, Dowgate or any person acting on behalf of the Company,
WH Ireland or Dowgate that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
25. the person who it specifies for registration as holder of
the Placing Shares will be:
a) the Placee; or
b) a nominee of the Placee, as the case may be.
WH Ireland, Dowgate and the Company will not be responsible for
any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing
Shares pursuant to the Placing and agrees to indemnify the Company,
WH Ireland and Dowgate in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of WH
Ireland and/or Dowgate (as applicable) or transferred to a CREST
stock account of WH Ireland and/or Dowgate (as applicable) who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
26. the allocation, allotment, issue and delivery or transfer to
it, or the person specified by it for registration as holder, of
Placing Shares will not give rise to a stamp duty or stamp duty
reserve tax liability under (or at a rate determined under) any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue, delivery or transfer of
Placing Shares would give rise to such a liability;
27. it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
28. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in the EEA prior
to the expiry of a period of six months from Admission except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or an offer to the public in any member
state of the EEA within the meaning of the Prospectus Regulation or
the UK Prospectus Regulation (as applicable);
29. if it is within the EEA, it is a Qualified Investor as
defined in Article 2(e) of the Prospectus Regulation;
30. if it is within the UK, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation;
31. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by WH Ireland
and Dowgate in their capacity as authorised persons under section
21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
32. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
33. it represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation (including any relevant implementing measure
in any member state) or in Article 5(1) of the UK Prospectus
Regulation, the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the EEA or the UK which has implemented the
Prospectus Regulation or the UK Prospectus Regulation other than
Qualified Investors, or in circumstances in which the express prior
written consent of WH Ireland and/or Dowgate (as applicable) has
been given to the offer or resale;
34. if it has received any inside information about the Company
in advance of the Placing, it has not:
a) dealt in the securities of the Company;
b) relied on any such information in accepting its invitation to participate in the Placing;
c) encouraged or required another person to deal in the securities of the Company; or
d) disclosed such information to any person, prior to the
information being made publicly available;
35. neither WH Ireland, Dowgate, the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of WH Ireland, Dowgate or their
respective affiliates, agents, directors, officers or employees is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance
of any of WH Ireland's and Dowgate's rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
36. WH Ireland, Dowgate and their respective affiliates, acting
as investors for 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 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, WH Ireland, Dowgate and/or any of their respective
affiliates acting as investors for their own account(s). Neither WH
Ireland, Dowgate 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;
37. (a) it has complied with its obligations: (i) under the
Criminal Justice Act 1993, Part VIII of FSMA, and UK MAR; and (ii)
in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000
(as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the
FCA and (b) it is not a person: (i) with whom transactions are
prohibited under the United States Foreign Corrupt Practices Act of
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the US Department of the Treasury; (ii) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (iii) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations") an d,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and it
has obtained all governmental and other consents (if any) which may
be required for the purpose of, or as a consequence of, such
subscription or purchase;
38. in order to ensure compliance with the Regulations, WH
Ireland, and Dowgate (for themselves and as agents on behalf of the
Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity or location or
legal status or nationality. Pending the provision to WH Ireland,
Dowgate or the Company's registrars, as applicable, of evidence of
identity, location, legal status or nationality (as the case may
be) definitive certificates in respect of the Placing Shares may be
retained at WH Ireland's and Dowgate's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at WH Ireland's, Dowgate's or
the Company's registrars', as the case may be, absolute discretion.
If within a reasonable time after a request for verification of
identity, location, legal status or nationality in the form and
manner requested, WH Ireland and Dowgate (for themselves and as
agents on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either WH Ireland,
Dowgate and/or the Company may, at their absolute discretion,
terminate their commitment in respect of the Placing, in which
event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
39. acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement and in the contract note
will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's, WH Ireland's or Dowgate's
conduct of the Placing;
40. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
41. it irrevocably appoints any duly authorised officer of WH
Ireland and/or Dowgate (as applicable) as its agent for the purpose
of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares for which it agrees to
subscribe for upon the terms of this Announcement;
42. the Company, WH Ireland, Dowgate and others (including each
of their respective affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to WH Ireland and Dowgate on its own behalf and on behalf
of the Company and are irrevocable;
43. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts;
44. time is of the essence as regards its obligations under this
Appendix.
45. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to WH Ireland and/or Dowgate (as
applicable);
46. the Placing Shares will be issued subject to the terms and
conditions of this Appendix, and the obligation to subscribe is
legally binding on the Placee on behalf of which it is made and
except with WH Ireland's and Dowgate's consent will not be capable
of variation or revocation after the time at which it is submitted;
and
47. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Placing will be governed by
and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company, WH Ireland or Dowgate in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, WH Ireland, Dowgate and each of their respective
affiliates, agents, directors, officers and employees (together
"Indemnified Persons") harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by WH Ireland,
Dowgate, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from any breach of
the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive
after the completion of the Placing.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given by the Placee
(and any person acting on such Placee's behalf) to WH Ireland and
Dowgate for themselves and on behalf of the Company and their
respective Indemnified Persons and are irrevocable.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue or transfer to Placees, or such
persons as they nominate as their agents, direct by the Company.
Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance
service. If there are any such arrangements, or the settlement
related to any other dealings in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable. In that event, the Placee
agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company, WH Ireland nor Dowgate
shall be responsible for such stamp duty or stamp duty reserve tax.
If this is the case, each Placee should seek its own advice and
they should notify WH Ireland and/or Dowgate (as applicable)
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company, WH Ireland and Dowgate in the event
that either the Company, WH Ireland and/or Dowgate have incurred
any such liability to such taxes or duties.
WH Ireland and Dowgate are authorised and regulated by the FCA
in the United Kingdom and are acting exclusively for the Company
and no one else in connection with the Placing, and WH Ireland and
Dowgate will not be responsible to anyone (including any Placees
and any person acting on any Placee's behalf) other than the
Company for providing the protections afforded to their clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that WH Ireland and Dowgate do not owe any fiduciary
or other duties to any Placee or to any other person (except the
Company) in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that WH Ireland and Dowgate may (at their
absolute discretion and without any obligation to do the same)
satisfy their obligations to procure Placees by themselves agreeing
to become Placees in respect of some or all of the Placing Shares
or by nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with WH Ireland and/or Dowgate, any money held in an
account with WH Ireland and/or Dowgate (as applicable) on behalf of
the Placee and/or any person acting on behalf of the Placee will
not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the FCA's client money rules: as a consequence, this
money will not be segregated from WH Ireland's and/or Dowgate's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected or received from
them may go down as well as up and investors may not get back the
full amount invested upon disposal of the shares. Past performance
is no guide to future performance, and persons needing advice
should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGPUWWMUPGUUC
(END) Dow Jones Newswires
July 14, 2021 02:00 ET (06:00 GMT)
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