TIDMIQG
RNS Number : 7884V
IQGeo Group PLC
12 August 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
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VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE ACQUISITION AND FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF IQGEO GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 (WHICH FORMS
PART OF DOMESTIC UK LAW PURSUANT TO 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. THE
PERSON RESPONSIBLE FOR ARRANGING FOR THE RELEASE OF THIS
ANNOUNCEMENT ON BEHALF OF THE COMPANY IS HAYWOOD CHAPMAN.
IQGEO GROUP PLC
("IQGeo", the "Company" or the "Group")
Acquisition of COMSOF
Proposed Placing and Subscription to raise approximately GBP3.5
million
The board of directors of IQGeo Group plc (the "Board"), a
provider of geospatial collaboration and productivity software to
the telecommunications and utilities industries, is pleased to
announce that the Group has acquired COMSOF N.V. ("COMSOF") for a
total consideration of up to EUR13.0 million (the
"Acquisition").
The Board is also pleased to announce the intention to raise
approximately GBP3.5 million, before expenses, by way of a placing
(the "Placing") of ordinary shares of two pence each in the Company
(the "Ordinary Shares") (the "Placing Shares") and a direct
subscription (the "Subscription") of Ordinary Shares (the
"Subscription Shares") by the directors of the Company and those
associated with them (conditional upon on the Placing) each at a
price of 125 pence per new ordinary share (the "Issue Price") (the
Placing and the Subscription together the "Fundraising"). The net
proceeds of the Fundraising will be used in part to fund the
Acquisition and related transaction expenses, as well as provide
further working capital for the Group going forward.
The Placing is being conducted through an accelerated bookbuild
(the "Bookbuild") to be undertaken by finnCap Ltd ("finnCap"). The
Bookbuild will commence immediately following the release of this
announcement. The Placing is subject to the terms and conditions
set out in the appendix to this announcement (the appendix forms
part of this announcement, such announcement and its appendix
together being this "Announcement"). The Subscription is not being
made subject to the terms and conditions set out in the appendix to
this Announcement and instead will be made on the terms set out in
subscription letters to be entered into with the Company.
Acquisition Highlights
-- Acquisition of COMSOF, a Belgian geospatial software company
that builds and licenses market-leading fibre optic network
planning and design software for a total consideration of up to
EUR13 million.
-- Enterprise value of the business is c.EUR10.0 million as the
business had c EUR3.0 million of cash on the balance sheet as at
closing.
-- The consideration comprised of initial consideration of EUR10
million consisting of EUR8.85 million in cash and EUR1.15 million
in new Ordinary Shares ("Consideration Shares") on completion of
the Acquisition, with the remainder as earn-out consideration and
to be settled in cash (as further explained below); the Acquisition
brings complementary technology in the form of market-leading fibre
optic planning and design software that expands IQGeo's addressable
market. COMSOF has a substantial customer base in the European
telecommunications market and will create a continental European
operations hub for the Company from its main office in Ghent,
Belgium.
-- Application has been made to the London Stock Exchange plc
(the " London Stock Exchange ") for the Consideration Shares to be
issued pursuant to the Acquisition to be admitted to trading on
AIM. It is expected that such admission will become effective and
that dealings on AIM will commence in the Consideration Shares on
or around 8.00 a.m. on 16 August 2022.
-- Following such admission of the Consideration Shares, the
Company's issued share capital will consist of 58,553,619 Ordinary
Shares with one voting right each. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total number of
Ordinary Shares and voting rights in the Company will be
58,553,619. With effect from admission of the Consideration Shares
to trading on AIM, this figure may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
-- The Acquisition is expected to accelerate Company sales in
fibre optic design planning and design tools in high value markets
where nation-wide fibre optic networks are being rolled out in such
as North America, UK and Germany among others. Additionally, the
Acquisition adds a global customer base of c.100 active customers
providing IQGeo a materially enlarged and loyal user base with
potential to increase cross-selling of IQGeo software products.
-- The Acquisition expands IQGeo's product capabilities
seamlessly. Fibre optic planning and design requires specialised
high-volume capabilities which to date IQGeo has provided via a
third-party licensing model. With the acquisition of COMSOF, IQGeo
will be able to provide a market leading planning and design
software natively within its award-winning IQGeo product.
-- For the 12 months ending 30 April 2022, COMSOF achieved total
revenue of EUR7.0 million including recurring revenue of
approximately 25 per cent. of total revenue for the period and
adjusted EBITDA of approximately EUR1.3 million.
-- Given that COMSOF has a predominantly license-based revenue
model, the Acquisition presents an opportunity to convert COMSOF's
business to a higher level of recurring revenues which will be more
in-line with IQGeo's current business. Additionally, the Company
believes there is strong potential to expand the sales of the
COMSOF product globally thanks to market-leading planning and
design capabilities and strong brand recognition. This strategy is
expected to be underpinned by further investments in sales,
marketing and channel capabilities.
-- The Board believes the financial benefits of the Acquisition
will be realised by the Company immediately and the Acquisition is
expected to be earnings enhancing in its first full year of
ownership.
Fundraising Highlights
-- Proposed Placing and Subscription to raise gross proceeds of
approximately GBP3.5 million at the Issue Price.
-- The Placing is expected to be supported by existing and new
institutional shareholders, and Kestrel Partners (an existing
substantial shareholder as defined by the AIM Rules) has indicated
that it intends to participate in the Placing.
-- A number of the directors of the Company (other than the
Director representing Kestrel Partners on the Board) intend to
participate by way of the Subscription (which is conditional on the
Placing) and this would raise an aggregate amount of approximately
GBP0.4 million.
-- The Placing Shares and Subscription Shares (collectively, the
"New Ordinary Shares") will be issued at the Issue Price .
-- The 777, 657 Consideration Shares have been conditionally
issued at a price of 125 pence each.
-- The net proceeds of the Fundraising will be used in part to
fund the Acquisition and related transaction expenses, as well as
to provide further working capital for the Group going forward.
Richard Petti, CEO of IQGeo,
"There is very significant demand for fibre planning and design
solutions globally and the acquisition of COMSOF allows us to
satisfy this demand with a world class product. In addition to
accelerating IQGeo telecoms software sales, COMSOF has a
significant European customer base and its headquarters in Ghent
will act as a European hub for the combined business presenting
further expansion opportunities for IQGeo.
The COMSOF team brings increased depth to our product and our
organisation that further strengthens our position as a
market-leading system of record with the functional depth and
cloud-based scalability to significantly increase our market share
in both our Enterprise and SMB markets.
With the complementary technology and enlarged customer base,
the COMSOF acquisition will strengthen our competitive
differentiation and increase our market share and, following a
short period of transition, will increase our recurring revenue
base. We look forward to welcoming COMSOF to the IQGeo Group."
Background to the Fundraising and Acquisition
Acquisition of COMSOF
On 11 August 2022, IQGeo acquired COMSOF, a Belgian company that
builds and licenses fibre optic network planning and design
software, for an initial consideration of EUR10 million, in
addition to earn-out consideration of up to EUR3.0 million.
The initial consideration of EUR10 million was satisfied through
the issue of 777,657 consideration shares (the "Consideration
Shares") with the balance of EUR8.85 million paid in cash by IQGeo.
The Consideration Shares are to be issued by no later than 18
August 2022 at a price equal to 125 pence per share. The
Consideration Shares will be issued to COMSOF's current CEO who
will be retained as General Manager for Europe. The Consideration
Shares will be subject to a three (3) year lock-in arrangement.
The earn out consideration of up to EUR3.0 million will become
due in two equal tranches, the first on or before 31st March 2023
and the second on or before 31 December 2023 (the "Earn-Out
Consideration"), subject to the achievement of certain agreed
financial performance criteria.
The Earn-Out Consideration of up to EUR3.0 million is split into
two equal tranches of EUR1.5 million each and is subject to COMSOF
securing separate software licence agreements with two parties. In
the case of the first agreement (the "First Earn-Out Licence
Agreement"), by no later than 31 December 2022 (the "First Earn-Out
Period") and in the case of the second agreement (the "Second
Earn-Out Licence Agreement") by no later than 31 December 2023 (the
"Second Earn-Out Period"). Each tranche of EUR1.5 million will be
due when cash relating to each licence agreement is received, for
the first tranche by 31(st) March 2023 and for the 2(nd) tranche by
31(st) December 2023.
The amount payable of up to EUR1.5 million under the First
Earn-Out Licence Agreement, will be contingent on COMSOF signing a
licence a minimum value of US $0.8 million per annum (the "First
Expected Value"). Should the revenue generated per annum under this
licence agreement be less than the First Expected Value, the
consideration payable under the First Earn-Out Licence Agreement
will be reduced accordingly, pursuant to the terms of the share
purchase agreement.
The amount payable of up to EUR1.5 million under the Second
Earn-Out Licence Agreement, will be contingent on COMSOF signing a
second licence with a minimum value of $0.4 million per annum (the
"Second Expected Value"). Should the revenue generated per annum
under this licence agreement be less than the Second Expected
Value, the consideration payable under the Second Earn-Out Licence
Agreement will be reduced accordingly, pursuant to the terms of the
share purchase agreement.
The Earn-Out Consideration payable in respect of each of the
First Earn-Out Licence Agreement and the Second Earn-Out Licence
Agreement shall in each case be satisfied by the payment by IQGeo
of up to two separate cash amounts, each of up to EUR1.5m. COMSOF's
current CEO who will be retained as General Manager for Europe,
will receive 50 per cent. of the Earn-Out Consideration and will
lead the integration efforts between the two companies.
Strategic priorities
As set out in the Company's full year results for 2021, the
Company continues to focus on the following strategic
priorities:
1. Successful global growth
2. Increased recurring revenue
3. Outstanding product innovation
Despite the Covid-19 related market downturn these objectives
have been successfully pursued with both organic and M&A
related growth. Growth of recurring revenue has continued in 2022
with interim results for the 6 months ending 30(th) June 2022
pointing to a 39 per cent. increase in total revenue compared to
the first half of FY21 and a 26 per cent. increases in exit ACV
over the year ended December 2021 thanks to investments in product
innovation and investments in sales, marketing and channel
capabilities.
During these two financial reporting periods, the performance of
the SMB division, born from the acquisition of OSPI, has been a
particular highlight. Sales of ACV have more than doubled from
GBP0.5 million to GBP1.1 million in its first full year of
integration with IQGeo and the two organisations having merged
successfully into a single organisation with minimal staff
turnover.
Significant demand
The Company continues to see strong demand for design, planning
and system of record for fibre networks with recent studies putting
the global growth rate of fibre optic cable at CAGR 14.5 per cent.
([1]) for the period 2021-2026 and the American Fiber Broadband
association confirming the US market is entering the 'largest
investment cycle ever' ([2]) . This growth has been reflected in
the Company's recent announcements of its two largest software wins
in its history with Brightspeed and a second US telecoms operator
currently ranked in the top 5 globally.
Competitive Positioning
The Directors believe that none of IQGeo's global competitors
offer automated design and planning capabilities natively within
their geospatial suites for telecoms or utilities. Typically, these
capabilities are offered via partnerships or white labelling. The
most successful third-party partnership with these vendors is
COMSOF, in particular within the GE and ESRI customer bases.
Rationale for the Acquisition
The Directors believe that the Acquisition will further increase
the Company's competitive positioning, accelerate sales and expand
its European market share. In particular, the Acquisition is
expected to add c.100 logos with minimal overlap with the Company's
existing client base. The Acquisition is expected to be earnings
enhancing in FY23 following investments in its global sales and
marketing capabilities.
The key points underlying the rationale for the Acquisition are
outlined below:
1) Accelerate scale by adding enlarged customer base of c.100
logos with minimal overlap, consisting of:
i) c. 80 customers, predominately in Europe but also in the
Middle East and Asia, including several Tier 1 customers such as
Deutsche Telecom, Proximus and Telenet, as well as Tier 2 and Tier
3 customers
ii) c.20 North American customers including Tier 1 customer Crown Castle
2) The Tier 1 and Tier 2 logos will offer IQGeo the opportunity
to upsell its extensive Enterprise software product line in the
areas of commercial sales, system of record, construction
management and mobility. The Tier 3 logos will present upsell
opportunities for its SMB product line.
3) COMSOF is headquartered in Ghent, Belgium and has over 50
staff making it an ideal base of operations for Continental Europe
where COMSOF has a significant customer base in the Benelux region,
Germany, UK and Scandinavia. By investing in its European sales and
marketing capabilities IQGeo anticipates it will further accelerate
sales of an integrated product suite throughout the region.
4) COMSOF already has a successful channel model where
approximately 35 per cent. of 2021 revenues were achieved via
partners. IQGeo will look to expand channel capabilities in all of
its key markets.
5) COMSOF's current revenue model will be transitioned from a
primarily license-based model, to more of a subscription model
which is expected to improve recurring cashflows and forecast
predictability.
The Directors have identified a number of areas in which they
consider the Acquisition complementary to the Company's product and
organisational strategy, including the following synergies:
-- integration of the organisations into a single group, led by the UK-based Plc Board
-- broadened sales organisation to ensure most efficient distribution, particularly in Europe
-- the ability to consolidate sales, support and delivery in Europe
-- the ability to consolidate product management and development
-- focused channel management and cloud functions
-- maximised staff retention by increasing technical scope of
the IQGeo product lines and relocation opportunities within the
group
-- seamless integration with the IQGeo product lines offering
increased competitive differentiation that should accelerate
sales
-- improved access to qualified graduates from the highly respected University of Ghent
Taken together, the Acquisition and the Fundraising are expected
to be modestly earnings enhancing in IQGeo's first financial year
following Completion (FY23) as the business is transitioned to
subscription and investments in sales and marketing capabilities
expand the pipeline and crystallise new wins.
About COMSOF
COMSOF is a world leader in creating intelligent network
planning and design software. With more than 20 years of experience
in GIS-based optimisation, COMSOF's team of world-class engineers
has deployed its solutions in over 50 countries. Founded in 1998 as
a spin-off company of the renowned Intec information technology
department of Ghent University, COMSOF serves over 120 clients from
offices in Ghent, Belgium and Toronto, Canada.
Its flagship product is COMSOF Fiber, which has been used to
design fibre networks covering more than 100 million homes. The
software is used by customers to aid in the design, construction,
and maintenance of fibre optic networks. The software allows
customers to combine their network data with third-party Geographic
Information System (GIS) technology to provide location-based
insights to customers. More recently COMSOF has expanded into the
utilities market with COMSOF Heat, planning and design software for
district heating and cooling networks.
Financial information on COMSOF
COMSOF does not have readily available audited stand-alone
accounts, and as a result the latest available financial
information that most accurately reflects the contribution of the
stand-alone COMSOF business is based on internal management
reported figures, as set out below. These are presented on a
non-GAAP basis.
12 months ended
30 April 2022*
EUR' million
Recurring revenues 1.8
Home linked licence fees 4.2
Services revenue 1.0
Recurring revenue % 1.8 (25%)
Non-recurring revenues 5.2 (75%)
Total COMSOF revenues 7.0
Adjusted EBITDA 1.3
*this represents the last trailing 12 month performance
Current Trading and Outlook
The Company reported full year results to 31 December 2021 in
March 2022. It reported total revenue growth from IQGeo products of
51 per cent., recurring IQGeo product revenue growth of 80 per
cent. and an improvement in gross margins to 64 per cent.
Since reporting its FY21 results, the Company has continued to
trade well and reported in July 2022 that it expects to report
strong performance for the six months ending 30 June 2022 in line
with expectations.
Revenue for the six months ended 30 June 2022 is expected to
have grown by over 39 per cent. half-on-half on an all-organic
basis and exceed GBP8.9 million (H1 2021: GBP6.4 million). Total
order intake has grown by over 100 per cent. to approximately
GBP14.6 million (H1 2021: GBP7.1 million) with a number of new and
significant customers signing up for multi-year subscriptions,
along with an increase in consultancy services orders obtained both
from new and legacy customers.
The Group has achieved continued success in increasing its
recurring revenue base with Exit ARR* as at 30 June 2022 increasing
by c.50 per cent. to approximately GBP10.3 million (H1 2021: GBP6.8
million). ARR intake during the period includes a subscription
contract for an initial deployment to a Global top 5 telecom
operator who selected IQGeo for fibre network planning and
design.
Gross margins are expected to be approximately 60 per cent. (H1
2021: 63 per cent.) with adjusted EBITDA** expected to be
approximately GBP0.2 million (H1 2021: loss of GBP0.4 million). The
Group expects to report net cash as at 30 June 2022 of GBP10.9
million (H1 2021: GBP12.1 million).
* Exit ARR is defined as the current go forward run rate of
annually renewable subscription and M&S agreements
**Adjusted EBITDA excludes amortisation, depreciation, share
option expense, foreign exchange gains/losses on intercompany
trading balances and non-recurring items and is reported as it
reflects the performance of the Group
Use of Proceeds
The net proceeds of the Fundraising will be used to in part fund
the Acquisition and related transaction expenses as well as to
provide further working capital for the Group going forward .
Enquiries:
IQGeo Group plc +44(0) 1223 606655
Richard Petti, CEO www.iqgeo.com
Haywood Chapman, CFO
finnCap Ltd - NOMAD and Broker +44(0)20 7220 0500
Henrik Persson, Seamus Fricker - Corporate
Finance
Tim Redfern, Richard Chambers - ECM
Oakley Advisory Limited - Financial
Advisor
Chris Godsmark, Marc Jones, Arno Reynders,
Kate Washington +44(0)20 7766 6900
Notes to editors
About IQGeo
IQGeo(TM) (AIM: IQG) a leading developer of geospatial software
that improves productivity and collaboration across enterprise
planning, design, construction, maintenance and sales processes for
telecoms and utility network operators. Our mobile-first enterprise
solutions create and maintain, an accurate view of complex network
assets that is easily accessible by anyone, wherever and whenever
needed. Specialized applications combined with our open IQGeo
Platform help network operators create a single source of network
truth to meet their digital transformation ambitions and
operational KPIs. Our award-winning, cloud-enabled solutions save
time and money, and improve safety and productivity, while
enhancing customer satisfaction. Headquartered in Cambridge, with
offices in Denver, Frankfurt and Tokyo, we work with some of the
largest network infrastructure operators in the world. For more
information visit: https://www.iqgeo.com/ .
Important notices
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor finnCap nor any of their respective
associates, directors, officers or advisers shall be obliged to
update such statements. Comparisons of results for current and any
prior periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and
should only be viewed as historical data.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as broker and bookrunner exclusively for the
Company and no one else in connection with the contents of this
document and the Fundraising and will not regard any other person
(whether or not a recipient of this document) as its client in
relation to Fundraising or the 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 document. Apart from the
responsibilities and liabilities, if any, which may be imposed on
finnCap by the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") or the regulatory regime established thereunder,
finnCap accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, for 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 document,
whether as to the past or the future. finnCap 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 document or any such
statement.
Oakley Advisory Limited ("Oakley"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
advisor exclusively for the Company and no one else in connection
with the contents of this document and the Fundraising and will not
regard any other person (whether or not a recipient of this
document) as its client in relation to Fundraising 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
document. Apart from the responsibilities and liabilities, if any,
which may be imposed on Oakley by the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") or the regulatory regime
established thereunder, Oakley accepts no responsibility
whatsoever, and makes no representation or warranty, express or
implied, for 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 document, whether as to the past or the future.
Oakley 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
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The New Ordinary Shares have not been and will not be registered
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UK version of Regulation (EU) no 2017/1129 of the European
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defined in article 2(e) of Prospectus Regulation (EU) 2017/1129;
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Relevant Persons ").
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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 and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with Relevant Persons.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward
looking statements involve known and unknown risks, uncertainties
and other important factors beyond the control of the Company
(including but not limited to future market conditions, legislative
and regulatory changes, the actions of governmental regulators and
changes in the political, social or economic framework in which the
Company operates) that could cause the actual performance or
achievements of the Company to be materially different from such
forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. 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. Recipients of this Announcement
should exercise caution in relation to the Placing if they are in
any doubt as to the contents of this Announcement and seek
independent professional advice. 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.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the, finnCap or Oakley or by any of their
respective directors, employees, affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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 New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market operated by London Stock Exchange plc ("AIM")
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 ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT,
REFERRED TO AS "EEA QUALIFIED INVESTORS") WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 (THE "PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
(FOR THE PURPOSES OF THIS ANNOUNCEMENT, REFERRED TO AS "UK
QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK
VERISON OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND
OF THE COUNCIL OF 14 JUNE 2017 WHICH IS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED FROM TIME TO TIME
("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
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER, AND (B) ARE A "PROFESSIONAL
CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER
3 OF THE CONDUCT OF BUSINESS SOURCEBOOK PUBLISHED BY THE FINANCIAL
CONDUCT AUTHORITY (the "FCA") FROM TIME TO TIME (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 IQGEO GROUP PLC (THE "COMPANY"). PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND
FINNCAP TO INFORMS THEMSELVES ABOUT AND OBSERVE ANY SUCH
RESTRICTIONS.
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 OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA (THE "UNITED STATES" OR "US"),, 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. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. 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, NEW
ZEALAND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
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, finnCap
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and finnCap to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Australia, Canada, Japan, New Zealand 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 in the United Kingdom or the
EEA will be made pursuant to an exemption under the Prospectus
Regulation or the UK Prospectus Regulation, as appropriate, 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 FSMA does not require
the approval of the relevant communication by an authorised
person.
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. No action has been taken to obtain
clearances in respect of or otherwise facilitate the participation
in the Placing by persons in 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, New Zealand or the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. 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 including the
information provided in the "Important Notice" section of this
Announcement.
By participating in the Bookbuild and the Placing, each person
participating in the Placing (each a "Placee") will be deemed to
have read and understood this Announcement (and this Appendix) in
its entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Announcement
(and this Appendix).
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to the
Company and finnCap 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 a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
a. it is a Qualified Investor within the meaning of Article 2(e)
of the UK Prospectus Regulation;
b. 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:
i. the Placing Shares acquired by and/or subscribed for by it in
the Placing have not been acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor have they been acquired
or subscribed for with a view to their offer or resale to, persons
in the United Kingdom other than UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale, in the United Kingdom, to UK
Qualified Investors, or in circumstances in which the prior consent
of finnCap has been given to each such proposed offer or resale;
or
ii. where Placing Shares have been acquired by it on behalf of
persons in in the United Kingdom other than UK 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;
3. in the case of a Relevant Person in any member state of the
EEA (each, a "Relevant State") who acquires any Placing Shares
pursuant to the Placing:
a. it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
i. the Placing Shares acquired by and/or subscribed for by it in
the Placing have not been acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor have they been acquired
or subscribed for with a view to their offer or resale to, persons
in the United Kingdom other than EEA Qualified Investors or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale, in a Relevant State, to EEA
Qualified Investors, or in circumstances in which the prior consent
of finnCap has been given to each such proposed offer or resale;
or
ii. where Placing Shares have been acquired by it on behalf of
persons in in the United Kingdom or any member state of the EEA
other than Qualified Investors, the offer of those Placing Shares
to it is not treated under the Prospectus Regulation or the UK
Prospects Regulation, as the case may be, as having been made to
such persons;
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 this Appendix);
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;
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 3 above) is outside the United
States and is acquiring the Placing Shares in offshore transactions
as defined in and in accordance with Regulation S under the
Securities Act; and
7. the Company and finnCap will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements.
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 Publicly Available Information and subject
to any further terms set out in the contract note to be sent to
individual Placees. For the purpose of this Announcement, "Publicly
Available Information" means the information contained in this
Announcement together with any other 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.
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 Publicly Available Information),
representation, warranty or statement made by or on behalf of
finnCap or the Company or any other person and none of finnCap, 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 the Publicly Available
Information 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
On 12 August 2022, finnCap and the Company entered into a
placing agreement (the "Placing Agreement") under which, on the
terms and subject to the conditions set out in the Placing
Agreement, finnCap, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure Placees for the
Placing Shares. The Placing is not being underwritten by
finnCap.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the issued ordinary shares of
2 pence each in the capital of the Company (the "Ordinary Shares"),
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.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM (" Admission
").
It is expected that Admission will take place on or before 8:00
a.m. on or around 18 August 2022 and that dealings in the Placing
Shares on AIM will commence at the same time.
Principal terms of the Placing:
1. finnCap is acting as agent to the Company in connection with the Placing.
2. participation in the Placing will only be available to
persons who may lawfully be, and are, invited by finnCap to
participate. finnCap and any of its affiliates are entitled to
participate in the Placing as principal.
3. the price per Placing Share (the "Placing Price") is fixed at
125 pence and is payable to finnCap (as agent for the Company) by
all Placees.
4. each Placee's allocation of Placing Shares will be determined
by finnCap in its discretion following consultation with the
Company and will be confirmed orally over a recorded telephone line
or in writing by finnCap as agent of the Company ("Confirmation").
The Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix (a copy of the terms and conditions having been provided
to the Placee prior to or at the same time as such Confirmation)
and in accordance with the Company's articles of association. For
the avoidance of doubt, the Confirmation constitutes each Placee's
irrevocable legally binding agreement, subject to the Placing
Agreement not having been terminated (described and under the
"Conditions of the Placing" Section below), to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s) and, except with the
consent of finnCap, the Confirmation will not be capable of
variation or revocation after the time at which it is made;
5. each Placee's allocation and commitment will be subsequently
evidenced by a contract note or electronic confirmation ("contract
note") issued to such Placee by finnCap. The terms of this Appendix
will be deemed incorporated in that contract note;
6. 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 finnCap's
consent will not be capable of variation or revocation after the
time at which it is made. Each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to finnCap (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.
7. except as required by law or regulation, no press release or
other announcement will be made by finnCap 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.
8. 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 and on the basis explained
below under "Registration and settlement";
9. all obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing";
10. 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; and
11. to the fullest extent permissible by law and applicable FCA
rules, neither:
a. finnCap;
b. any of its affiliates, agents, directors, officers, consultants or employees; nor
c. to the extent not contained within (a) or (b), any person
connected with finnCap as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
finnCap);
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 finnCap nor any of its affiliates shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of finnCap's conduct of the Placing or of such
alternative method of effecting the Placing as finnCap and the
Company may agree.
Registration and settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note which will confirm the number of
Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to finnCap.
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 finnCap in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
finnCap.
Settlement of transactions in the Placing Shares (ISIN:
GB00B3NCXX73) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a T+2 basis unless otherwise notified by finnCap and is
expected to occur on 18 August 2022 (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
and finnCap may agree that the Placing Shares should be issued in
certificated form. finnCap reserves 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. If a Placee wishes to receive its Placing Shares in
certificated form, it should contact Carly Cella at finnCap on 020
7220 0505 as soon as possible after receipt of its contract
note.
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 finnCap.
Each Placee is deemed to agree that if it does not comply with
these obligations, finnCap may sell any or all of their Placing
Shares on their behalf and retain from the proceeds, for finnCap'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
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 obligations of finnCap under the Placing Agreement are and
the Placing is, conditional upon, inter alia:
1. the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
2. the Company having allotted, conditional only upon Admission,
the Placing Shares in accordance with the Placing Agreement;
and
3. Admission occurring by not later than 8:00 a.m. on 18
August2022 or such later time as finnCap may agree with the Company
(being not later than 26 August 2022),
(all conditions to the obligations of finnCap included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
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 and finnCap 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.
finnCap may, in its absolute discretion and upon such terms as
it thinks fit, waive fulfilment of certain of the conditions in the
Placing Agreement in whole or in part, or extend the time provided
for fulfilment of one or more conditions. Any such extension or
waiver will not affect Placees' commitments as set out in this
Appendix.
finnCap may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither finnCap nor any of its Representatives 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
finnCap.
Termination of the Placing
finnCap may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
1. the Company fails to comply with any of its obligations under the Placing Agreement;
2. 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 was or has been discovered
to be untrue, inaccurate or misleading; or
3. any of the warranties given by the Company in the Placing
Agreement were not true and accurate, or were misleading: (i) when
given or deemed given; or (ii) at any time they are repeated or
deemed repeated (by reference to the facts or circumstances in each
case then subsisting) would no longer be true and accurate, or
would be misleading.
In addition, finnCap may by notice in writing to the Company
prior to Admission terminate the Placing Agreement if there has
been a force majeure event.
By participating in the Placing, each Placee agrees with the
Company and finnCap that the exercise by the Company or finnCap 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 or finnCap or for agreement between the Company and
finnCap (as the case may be) and that neither the Company nor
finnCap need make any reference to such Placee and that none of the
Company, finnCap nor any of their respective Representatives 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.
Information for distributors
UK product governance
Solely for the purposes of Paragraph 3.2.7R regarding the
responsibilities of UK Manufacturers under the product governance
requirements contained within Chapter 3 of the FCA Handbook
Production Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors, investors who meet the criteria of professional clients
and eligible counterparties, each as defined in the UK Product
Governance Requirements; and (ii) eligible for distribution through
all distribution channels as are permitted by UK Product Governance
Requirements (the "UK Target Market Assessment"). Notwithstanding
the UK Target Market Assessment, distributors (for the purposes of
UK Product Governance Requirements) should note that: (a) the price
of the Placing Shares may decline and investors could lose all or
part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment
in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK 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 UK Target Market
Assessment, finnCap will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) are commendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EEA product governance
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 in the European
Economic Area (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 (a) retail investors, (b)investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in the MiFID II Product Governance Requirements; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EEA Target Market Assessment").
Notwithstanding the EEA Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the
Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The EEA
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 EEA Target Market Assessment, finnCap will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EEA Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) are
commendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the
Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares determining
appropriate distribution channels.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, undertakes,
acknowledges and agrees to the Company and finnCap (for itself and
for any such prospective Placee) that (save where finnCap expressly
agrees in writing to the contrary):
1. it has read and understood this Announcement (including this
appendix) in its entirety and that its subscription for 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 (including in any investor presentation) 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 UK Prospectus Regulation; nor
b. has been or will be prepared in connection with the Placing;
3. the New 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 finnCap 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 finnCap,
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 finnCap nor any person acting on behalf of it nor any
of its 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. 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 the Publicly Available Information;
7. neither finnCap 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;
8. 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;
9. it has not relied on any investigation that finnCap or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
10. 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 finnCap 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;
11. it is not, and at the time the Placing Shares are acquired
will not be, a resident of the United States, Australia, Canada,
Japan, New Zealand, the Republic of South Africa or Russia;
12. 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
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan, New Zealand or the Republic of
South Africa and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or in
any country or jurisdiction where any such action for that purpose
is required;
13. 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 finnCap determines;
14. it and/or each person on whose behalf it is participating in
the Placing:
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 and that it is in full
compliance with all applicable laws and regulations with respect to
its subscription for Placing Shares;
15. 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, New Zealand 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, New Zealand
or the Republic of South Africa and may not be offered, sold, or
acquired, directly or indirectly, within those jurisdictions;
16. 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;
17. 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;
18. 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;
19. 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);
20. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
a. in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
b. 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;
21. 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
may, 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";
22. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
23. none of finnCap, its 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 finnCap and that finnCap has 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;
24. it will make payment to finnCap 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 finnCap determines in its
absolute discretion without liability to the Placee and it 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;
25. 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;
26. no action has been or will be taken by any of the Company,
finnCap or any person acting on behalf of the Company or finnCap
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;
27. 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;
28. finnCap 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 subscribe for Placing
Shares pursuant to the Placing and agrees to indemnify the Company
and finnCap in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of finnCap or
transferred to a CREST stock account of finnCap who will hold them
as nominee on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
29. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (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 or delivery of Placing Shares would
give rise to such a liability;
30. 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
is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
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;
31. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in any member
state of 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 UK Prospectus
Regulation;
32. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
a. it is a UK Qualified Investor; and
b. 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:
i. the Placing Shares acquired by and/or subscribed for by it in
the Placing have not been acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor have they been acquired
or subscribed for with a view to their offer or resale to, persons
in the United Kingdom other than UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale, in the United Kingdom, to UK
Qualified Investors, or in circumstances in which the prior consent
of finnCap has been given to each such proposed offer or
resale;
ii. where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK 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;
33. in the case of a Relevant Person in a member state of the
EEA (each, a "Relevant State") who acquires any Placing Shares
pursuant to the Placing:
a. it is a EEA Qualified Investor; and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
i. the Placing Shares acquired by and/or subscribed for by it in
the Placing have not been acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor have they been acquired
or subscribed for with a view to their offer or resale to, persons
in the United Kingdom other than EEA Qualified Investors or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale, in a Relevant State, to EEA
Qualified Investors, or in circumstances in which the prior consent
of finnCap has been given to each such proposed offer or
resale;
ii. where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than EEA Qualified Investors,
the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;
34. 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 finnCap in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
35. 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);
36. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not:
a. dealt in the securities of the Company;
b. encouraged or required another person to deal in the securities of the Company; or
c. disclosed such information to any person, prior to the
information being made publicly available;
37. neither finnCap, nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of finnCap or its affiliates, agents, directors,
officers or employees is making any recommendations to it, nor
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 finnCap's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
38. finnCap and its affiliates, 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, finnCap and/or any of its affiliates acting as an
investor for its or their own account(s). Neither finnCap 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;
39. (i) it has complied with and will continue to comply with
its obligations under the Uk version of the Market Abuse Regulation
(EU) No. 596/2014 (which forms part of domestic UK law pursuant to
The European Union (Withdrawal) Act 2018), Criminal Justice Act
1993 and Part VIII of the FSMA; (ii) it has complied with its
obligations 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, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) 2017 Regulations and the Criminal Finances Act 2017
and any other applicable law (together, the "AML Regulations"); and
(iii) it is not a person: (1) with whom transactions are prohibited
under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (2) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (3)
subject to financial sanctions imposed pursuant to a regulation of
the EU or a regulation adopted by the United Nations which forms
part of domestic UK law (together the "Regulations"); and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and
pursuant to the AML Regulations and has obtained all governmental
and other consents (if any) which may be required for the purpose
of, or as a consequence of, such purchase, and it will provide
promptly to finnCap or the Company such evidence, if any, as to the
identity or location or legal status of any person (including in
relation to the beneficial ownership of any underlying investor)
which finnCap or the Company may request from it in connection with
the Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise or any other
information as may be required to comply with legal or regulatory
requirements (including in particular under the AML Regulations))
in the form and manner requested by finnCap or the Company on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be purchased by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
finnCap may decide at its sole discretion;
40. in order to ensure compliance with the Regulations including
the AML Regulations, finnCap (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to finnCap or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at finnCap's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at finnCap'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
finnCap (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, either finnCap and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
41. it 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 or
finnCap's conduct of the Placing;
42. 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;
43. it irrevocably appoints any duly authorised officer of
finnCap 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;
44. the Company, finnCap 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 finnCap on its own behalf and on behalf of the Company
and are irrevocable;
45. 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, undertakings and
indemnities on behalf of each such accounts;
46. time is of the essence as regards its obligations under this
Appendix;
47. 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 finnCap;
48. the Placing Shares will be issued subject to the terms and
conditions of this Appendix and the articles of association of the
Company; and
49. 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 or finnCap 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, finnCap and each of their respective affiliates, agents,
directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by finnCap, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance 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 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 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 nor finnCap 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 finnCap
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 and finnCap in the event that either
the Company and/or finnCap have incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements, undertakings
and indemnities contained in this Appendix are given to finnCap for
itself and on behalf of the Company and are irrevocable.
finnCap is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and finnCap will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its 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 finnCap does not owe any fiduciary or other
duties to any Placee 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 finnCap may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee 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 finnCap, any money held in an account with finnCap on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence
this money will not be segregated from finnCap's money 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 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.
[1]
https://www.mordorintelligence.com/industry-reports/fiber-optic-cable-market
[2]
https://www.lightreading.com/optical-ip/fiber-broadband-reaches-largest-investment-cycle-on-record---study-/d/d-id/774428
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END
MSCXFLLFLVLFBBX
(END) Dow Jones Newswires
August 12, 2022 02:00 ET (06:00 GMT)
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