TIDMARE
RNS Number : 6394H
Arena Events Group PLC
26 March 2020
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
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
26 March 2020
Arena Events Group plc
Proposed Subscription and Placing to raise gross proceeds of
GBP9.5 million
Arena Events Group plc (AIM: ARE) ("Arena", the "Company" and
together with its subsidiaries and subsidiary undertakings, the
"Group"), is pleased to announce that it has conditionally raised
GBP9.5 million (before expenses) by way of a subscription for
60,000,000 new Ordinary Shares (the "Subscription") and a placing
of 35,000,000 new Ordinary Shares (the "Placing" and together with
the Subscription, the "Capital Raising" ), in each case at a price
of 10 pence per share . The net proceeds of the Capital Raising
will be used to fund the Group's working capital requirements.
Highlights:
-- Conditionally raised GBP9.5 million (before expenses) through the Capital Raising.
-- Issue Price of 10 pence per New Ordinary Share, representing
a 71 per cent. premium to the VWAP of an Ordinary Share for the
five business days preceding the date of this announcement of 5.8
pence.
-- The Company's lender, HSBC, has approved the additional
drawdown from the existing loan facilities of GBP4.75 million.
-- The Directors believe, on the basis of the facts currently
available to them, that the net proceeds from the Capital Raising,
in conjunction with the additional credit facilities made available
to the Company, should provide sufficient working capital for the
Company for the foreseeable future.
-- The Subscription and the Placing are inter-conditional and
conditional, inter alia, on the passing by Shareholders of certain
Resolutions at the General Meeting to be held on 14 April 2020.
-- The Group has been actively involved in the provision of
disaster relief solutions, in all regions, with a view to assisting
the relevant authorities in controlling the impact of the COVID-19
pandemic.
Further information about the Capital Raising is set out in the
Appendix to this announcement.
The person responsible for arranging the release of this
announcement on behalf of the Company is Greg Lawless, Chief
Executive Officer of the Company.
Greg Lawless, Chief Executive Officer of Arena commented:
"We are delighted with the support we have received from our
shareholders and lending bank. The funds raised will allow the
Group to continue operating as it navigates its way through this
difficult period.
"We have been working tirelessly to implement plans to limit the
human, financial and commercial consequences of this terrible
health disaster on all Arena stakeholders. We have initiated
significant cash conservation initiatives across all divisions of
the Group, whilst ensuring the health and safety of all our
employees to secure the long term future of the Group.
"These initiatives have significantly reduced the Group's future
monthly cash outflows which together with the additional financial
support from our shareholders and our lending bank puts the Group
in a strong financial position to weather the very difficult
current market environment.
"We continue to work with all our customers in relation to
events scheduled to take place after May in order to mitigate the
possible financial and operational impacts in the case further
events are cancelled.
"I would like to thank, all of our employees and all
stakeholders for the incredible support we have received during
these unprecedented and extraordinary times."
Enquiries:
Arena Events Group plc Via Alma PR
Greg Lawless (CEO) +44(0)207 397 8900
Steve Trowbridge (CFO)
Cenkos Securities (Nomad and Broker)
Max Hartley (Corporate Finance)
Julian Morse (Sales)
Alma PR (Financial PR) +44(0)208 004 4217
Josh Royston / John Coles / Helena
Bogle
Shore Capital (Financial Adviser
to TasHeel)
Mark Percy / Toby Gibbs +44(0)207 408 4090
About Arena Events Group
Arena Events Group plc (www.arenagroup.com) is a provider of
temporary physical structures, seating, ice rinks, furniture and
interiors. The Group has operations across Europe, the US, the
Middle East and Asia, and current clients include Wimbledon Tennis,
The Open, PGA European Tour and Ryder Cup.
The Group services major sporting, outdoor and leisure events,
providing a managed solution from concept and design through to the
construction and integration of the final structure and interior.
Contracts range in size and complexity from a simple equipment
rental for a local outdoor event, to an integrated solution of
multiple structures and interiors for a major international
sporting event.
Appendix
Background to and reasons for the proposed Capital Raising
The Company announced on 16 March 2020 that trading in the two
months to the end of February 2020 was in line with management
expectations, supported by the largest confirmed pipeline of future
events and projects in the Company's history. The announcement also
referenced the impact of the COVID-19 virus outbreak on the Group's
business.
Since late February, the COVID-19 virus outbreak has spread
extensively across the world, impacting all regions in which the
Group operates. The situation has affected many of the Group's
operations and has placed doubt about the delivery of the Group's
key events over the next two to three months, and potentially
longer. Initially, customer events were postponed to a date later
in the calendar year, with the impact of cancellations limited to
smaller events and the tableware parts of the business. Almost all
of the larger events serviced by the Group in February and March
have been delivered successfully, such as The Cheltenham Festival,
Vice Music Festival in Saudi Arabia and the NFL Super Bowl.
Therefore, the impact on the results for the 15 month period to the
end of March 2020 will not be significant and the Company expects
to report underlying results broadly in line with the Board's
expectations.
However, as the global COVID-19 situation has changed
significantly over the last few weeks, there is now widespread
cancellation or postponement of large events, such as the recently
announced postponement of the Olympics to 2021, coupled with
uncertainty over the likely duration of the disruption. As a result
of this ever changing environment, the Company is now working under
the assumption that all of its contracted events scheduled for
April and May this year will be cancelled and that a number of June
events may also be postponed or cancelled. Given the type of large
event infrastructure that Arena typically delivers, the preparation
and build start dates are typically two to three months ahead of
the event. The Company is therefore working with those customers
whose events are not scheduled until June or later, with a view to
making decisions on whether to commence activity on these venues in
the preceding months.
Separately, the Group received an indicative offer for a
take-private transaction from a consortium of investors in
mid-February. Despite the completion of early-stage due diligence,
given the level of market uncertainty as a result of the COVID-19
virus, transaction discussions were terminated on 13 March
2020.
Given the continuing nature of the global disruption, the
Company has implemented measures throughout its Group to conserve
cash including permanent and temporary lay-offs, reduced working
weeks, partial or full salary reductions and unpaid leave.
Discretionary expenditure has also been cancelled, rent deferrals
have been achieved on a number of Arena's leases and capital
expenditure has been extensively scaled back except for those sales
contracts already underway.
The Company has been in discussions with its lender, HSBC, which
has confirmed the ability to draw down an additional amount of
GBP4.75 million from its existing facilities, conditional on
completion of the Capital Raising. Assuming these funding lines
remain in place, this will provide significantly more cash
resources to assist the Company in getting through this period of
global uncertainty.
In November 2019, the Company agreed a short-term financing
facility of GBP2 million with Lombard Odier Investment Managers
Group (LOIM) to support the delivery of a number of contracts
across the Group's US, UK and MEA divisions. The terms of the
facility were announced by the Company on 11 November 2019. In
order to conserve existing cash resources of the Company, LOIM has
agreed to extend the repayment date of this facility from 8 May
2020 to 25 March 2021. With effect from 8 May 2020, all amounts
drawn under the short-term financing facility will bear interest at
previously agreed rates for the relevant periods, which will be
compounded quarterly and rolled on the principal amount repayable
on expiry. All other terms of the facility remain as announced on
11 November 2019.
The Company has prepared detailed cash flow projections for the
next 13 weeks that, based on the assumptions set out therein, show
only a limited level of cash consumption (up to approximately
GBP2.6 million) in that period. This includes assumptions in light
of the recent postponement of the Olympics to 2021.
At this stage, the Company is assuming that major events proceed
as scheduled in the late summer and early autumn. There is a risk,
however, that these events may also be cancelled and the Company
will then work with any affected customers to ensure that an
acceptable mutually agreeable outcome can be achieved to mitigate
any financial or operational impact on either party. The Company
has also been advised by certain customers that some events due to
take place earlier in the calendar, such as The Championships at
Wimbledon and the Open, are still scheduled to take place. However,
the Company will closely monitor the position with respect to these
events in order to limit the financial consequences if they were
cancelled. The 13-week cash flow projections are not dependent on
The Championships at Wimbledon or the Open going ahead on
schedule.
Furthermore, several events such as the Hong Kong Sevens, motor
racing fixtures, golf competitions and tennis championships,
previously scheduled for the first six calendar months of 2020, are
now scheduled to take place in the second half of the year. The
Company would expect to support these events as before, to the
extent that there is available equipment and resources. If any of
the events listed immediately above are further postponed, the
Company will need to revisit its current cash flow assumptions and
this would almost certainly lead to an extension of the cost
reduction measures undertaken thus far in order to further preserve
the Company's cash resources.
Following the expiry of the 13 week cash flow projection period,
and on the basis of the facts and assumptions above, the Directors
believe that volume of work may slowly begin to recover and return
the Company to its regular cash flow level. In the meantime, the
Company will continue to service a number of long term rental and
sales customers, as well as delivering a number of unplanned
disaster relief work situations across a number of markets, with
over GBP1.1 million of revenue already secured from temporary
health facilities.
The Directors believe, on the basis of the facts currently
available to them, that the proceeds from the Capital Raising, in
conjunction with additional credit facilities made available to the
Company, should provide sufficient working capital for the Company
for the foreseeable future.
Given the rapidly changing global situation, and the current
uncertainty over the duration of the disruption caused by the
COVID-19 pandemic, it is impossible to predict, with any certainty,
the continuing impact on global sporting events and the Group's
business. As such, this announcement should be considered against
this backdrop and Shareholders and potential investors should
understand that there is a very high level of uncertainty
surrounding any forward looking statements and assumptions stated
in connection with the Capital Raising.
Details of the Subscription
TasHeel has conditionally agreed to subscribe for the
Subscription Shares at the Issue Price. The Subscription Shares
will, when issued, be credited as fully paid and will rank pari
passu with the Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of Ordinary Shares after Admission. The
Subscription Shares will represent approximately 24.2 per cent. of
the Enlarged Share Capital. Completion of the Subscription is
inter-conditional with the Placing and conditional upon the passing
of the Resolutions, the Placing Agreement becoming unconditional in
all respects (save in relation to any condition relating to the
Subscription Agreement becoming unconditional) and Admission.
Information on TasHeel
The TasHeel Group was founded in 2003 in the Kingdom of Saudi
Arabia, and TasHeel Holding Group LLC was incorporated in 2016. The
TasHeel Group is a broad based international group with more than
1,000 employees across a number of business operations which
provide visa, travel, concierge and business process services to
individuals, ministries, government departments and large
enterprises.
TasHeel's investment philosophy is one founded on disciplined
value investment seeking long term capital appreciation. TasHeel
seeks to identify and invest in innovative businesses that are
unique and attractively valued with solid base cash flows, asset
values and rapid growth potential where TasHeel can establish a
close working relationship with the management team to align the
interests for superior performance.
TasHeel's investment strategy involves seeking a management team
that demonstrates passion and the appetite to create a world class
enterprise underpinned by a proven track record and strong
execution skills that would give the company a sustainable
competitive advantage. Any such investment should offer a well
differentiated market positioning and the potential to achieve a
leadership position in a well-defined, large and growth market.
Details of the Placing
The Company has conditionally raised gross proceeds of GBP3.5
million (before expenses) through the placing of the Placing Shares
at the Issue Price. The Placing Shares will represent approximately
14.1 per cent. of the Enlarged Share Capital of the Company. The
Issue Price represents a premium of 71 per cent. to the 5 day VWAP
of 5.8 pence per Ordinary Share.
Greg Lawless, Chief Executive Officer, has agreed to subscribe
for 2,500,000 Placing Shares.
Related party transaction
LOIM has agreed to subscribe for 18,800,000 Placing Shares. LOIM
has agreed to extend the repayment date of the short term financing
facility provided to the Company (as announced on 11 November 2019
and described above) from 8 May 2020 to 25 March 2021. With effect
from 8 May 2020, all amounts drawn under the short-term financing
facility will bear interest at previously agreed rates for the
relevant periods which will be compounded quarterly and rolled on
the principal amount repayable on expiry. All other terms of the
facility remain as announced on 11 November 2019.
LOIM currently holds approximately 25.1 per cent. of the
Existing Ordinary Shares and is therefore a "substantial
shareholder" under the AIM Rules. As such the subscription for
shares in the Placing and the amendment of the terms of the short
term financing facility constitute a related party transaction
under the AIM Rules.
In addition, as Greg Lawless is a director of the Company and is
participating in the Placing therefore his participation in the
Placing will be a related party transaction.
The Directors, having consulted with Cenkos as the Company's
nominated adviser, consider the terms of LOIM and Greg Lawless'
subscriptions and the change to the terms of the short term
financing facility to be fair and reasonable insofar as the
independent Shareholders are concerned.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos has
conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. Cenkos has
conditionally placed the Placing Shares with certain institutional
and other investors at the Issue Price. The Placing has not been
underwritten by Cenkos.
The Placing is conditional, inter alia, on:
-- the passing of the Resolutions;
-- the conditions in the Placing Agreement being satisfied or
(if applicable) waived and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission of the
Placing Shares;
-- the Subscription Agreement having become unconditional in all
respects (save in respect of any condition under the Placing
Agreement becoming unconditional and Admission) and the net
proceeds of the Subscription having been received in cleared funds
by the Company by no later than the Business Day (as defined in the
Placing Agreement) prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 15
April 2020 or such later time and/or date as the Company and Cenkos
may agree (being no later than 8.00 a.m. on 28 April 2020).
The Placing Agreement contains customary warranties given by the
Company to Cenkos as to matters in relation to, inter alia, the
accuracy of the information in the Circular and other matters
relating to the Group and its business. In addition, the Company
has provided a customary indemnity to Cenkos in respect of
liabilities arising out of or in connection with the Placing.
Cenkos is entitled to terminate the Placing Agreement in certain
circumstances prior to Admission including circumstances where any
of the warranties are found not to be true or accurate or were
misleading in any respect, the failure of the Company to comply in
any material respect with any of its obligations under the Placing
Agreement, the occurrence of certain force majeure events or a
material adverse change affecting the condition, or the earnings or
business affairs or prospects of the Group as a whole, whether or
not arising in the ordinary course of business.
Settlement and dealings
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of Ordinary Shares
after Admission. The New Ordinary Shares are not being made
available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. On the
assumption that, inter alia, the Resolutions are duly passed, it is
expected that Admission will become effective on or around 8.00
a.m. 15 April 2020.
Summary of the Relationship Agreement
Earlier today, the Company entered into the Relationship
Agreement with TasHeel. The purpose of the Relationship Agreement
is to ensure that the Company is capable of carrying on its
business independently of TasHeel. The Relationship Agreement is
conditional upon and will take effect on Admission and will
continue in force for so long as TasHeel holds not less than 17.5
per cent. of the Ordinary Shares. The Relationship Agreement
contains undertakings by TasHeel in favour the Company,
including:
-- to exercise its rights as a shareholder of the Company to
ensure that the Group is managed for the benefit of the
Shareholders as a whole and not solely for the benefit of
TasHeel;
-- to ensure that any business between TasHeel and the Group is
conducted on an arm's length basis;
-- not to exercise its voting rights to change the Articles in
any way that would be inconsistent with the AIM Rules or the
Company's independence from TasHeel;
-- not to take any action that would have the effect of
preventing, or which is reasonably expected to prevent, any member
of the Group from complying with its obligations under applicable
laws, including Rule 13 (Related party transactions) of the AIM
Rules;
-- not to take any action, or omit to take any action, which
TasHeel is aware would be likely to result in the cancellation of
the admission of the Ordinary Shares to trading on AIM, unless such
cancellation is as a result of making or accepting a takeover offer
or is otherwise caused by a transaction such as a scheme of
arrangement or reconstruction; and
-- to take no action that would result in the Board having fewer
than two independent directors and not to propose a resolution to
shareholders to remove an independent director from the Board.
Under the Relationship Agreement, and for so long as TasHeel
holds not less than 17.5 per cent. of the Ordinary Shares, TasHeel
has the right to appoint one director to the Board as a
non-executive director. A Nominated Director has not yet been
appointed to the Board and the Company will make an announcement in
due course when the first Nominated Director is so appointed.
The Nominated Director will not initially be a member of any
committee of the Board and will not initially be paid a fee for
their services but will be entitled to have expenses reimbursed in
accordance with the Company's expenses policy for directors. The
Nominated Director will be subject to future re-election by
shareholders in the first annual general meeting following their
appointment and, in any event it is the Company's current policy
that all directors stand for re-election at each annual general
meeting.
Use of proceeds
The Directors intend that the net proceeds of the Capital
Raising of GBP9.5 million will be used to fund general working
capital requirements of the Group and the ongoing cash requirements
of the Group during the period of uncertainty caused by the
COVID-19 virus pandemic.
Effect of the Capital Raising
Upon Admission, the Enlarged Share Capital is expected to be
247,710,883 Ordinary Shares. On this basis, the New Ordinary Shares
will represent approximately 38.4 per cent. of the Enlarged Share
Capital.
Following the completion of the Capital Raising, two
Shareholders (TasHeel and LOIM) will hold in aggregate 47.3 per
cent. of the Enlarged Share Capital. The interests of these
Shareholders may not, in all cases, be aligned with the interests
of other Shareholders. TasHeel has agreed to separate independence
provisions in the Relationship Agreement which is summarised in
paragraph 7 above.
While these Shareholders have a shareholding in aggregate above
25 per cent. of the Ordinary Shares, they will (if they were to act
together) have the ability to block special resolutions proposed at
general meetings of the Shareholders. In order to voluntarily
terminate trading on AIM, Shareholders would need to pass a special
resolution. Therefore, while these Shareholders (acting together)
could block such a resolution, they do not have the unilateral
power to cause trading on AIM to be terminated.
TasHeel and LOIM will each have holdings individually in excess
of 23 per cent. of the Enlarged Share Capital. If any one of these
Shareholders (together with anyone with whom they were acting in
concert) was, through purchases of further Ordinary Shares, to
increase their shareholding to or above 30 per cent of the Ordinary
Shares, they would be required under Rule 9 of the Takeover Code to
make a general offer to all the remaining Shareholders to acquire
their Ordinary Shares. Such an offer must be made in cash (or with
a full cash alternative) at a price not less than the highest price
paid by the person required to make the offer, or any person acting
in concert with him, for any interest in Ordinary Shares during the
12 months prior to the announcement of the offer. Alternatively,
either of these Shareholders could make a general offer (not under
Rule 9 of the Takeover Code) to all the remaining Shareholders to
acquire their Ordinary Shares. Given their significant existing
shareholdings, the number of Ordinary Shares they would have to
acquire to successfully complete a takeover and take the company
private is lower than would be the case for a third party
offeror.
The table below sets out, so far as is known to the Company,
those persons who are interested in Ordinary Shares carrying 3 per
cent. or more of the voting rights in the Company as at the Latest
Practicable Date and as they are expected to be on Admission:
Substantial shareholders before and after Admission
Existing % holding Ordinary % holding
Ordinary of Existing Shares on of Ordinary
Shares Ordinary Admission Shares on
Shares Admission
--------------------------- ----------- ------------- ------------ -------------
TasHeel Nil Nil 60,000,000 24.2%
LOIM 38,332,090 25.1% 57,132,090 23.1%
Oryx International Growth
Fund Limited 12,500,000 8.2% 18,000,000 7.3%
Telworth Investments 14,163,155 9.3% 14,163,155 5.7%
GAM Holding AG 7,988,607 5.2% 9,988,607 4.0%
Canaccord Genuity Wealth
Management 7,655,000 5.0% 9,655,000 3.9%
Greg Lawless 7,024,088 4.6% 9,524,088 3.8%
--------------------------- ----------- ------------- ------------ -------------
SUMMARY OF THE CAPITAL RAISING STATISTICS
Issue Price 10 pence
Number of Existing Ordinary Shares in issue at
the Latest Practicable Date 152,710,883
Number of Subscription Shares 60,000,000
Subscription Shares as a percentage of the Enlarged 24.2 per cent.
Share Capital
Number of Placing Shares 35,000,000
Placing Shares as a percentage of the Enlarged 14.1 per cent.
Share Capital
Enlarged Share Capital 247,710,883
Percentage of the Existing Ordinary Shares being 62.2 per cent.
issued pursuant to the Capital Raising
Estimated expenses of the Capital Raising GBP0.25 million
Estimated net proceeds of the Capital Raising receivable GBP9.25 million
by the Company
Market capitalisation on Admission at the Issue GBP24.8 million
Price
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular 26 March 2020
Latest time and date for receipt of Forms 10.00 a.m. on
of Proxy and CREST voting instructions 8 April 2020
General Meeting 10.00 a.m. on
14 April 2020
Results of General Meeting announced 14 April 2020
Admission and dealings in the New Ordinary 8.00 a.m. on 15
Shares expected to commence on AIM April 2020
Where applicable, expected date for CREST 15 April 2020
accounts to be credited in respect of New
Ordinary Shares in uncertificated form
Where applicable, expected date for dispatch within 10 business
of definitive share certificates for New Ordinary days of Admission
Shares in certificated form
DEFINITIONS
The following definitions apply throughout this
announcement:
"Act" the Companies Act 2006 (as amended)
"Admission" means admission to trading on AIM of the New
Ordinary Shares becoming effective in accordance
with the AIM Rules
"AIM" the AIM Market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
"Articles" the existing articles of association of the
Company as at the date of this announcement
"Capital Raising" together, the Subscription and the Placing
"Cenkos" Cenkos Securities plc, the Company's nominated
adviser and broker
"certificated form" an Ordinary Share recorded on a company's share
or "in certificated register as being held in certificated form
form" (namely, not in CREST)
"Circular" the shareholder circular of the Company expected
to be published on or around 26 March 2020
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(S.I. 2001 No. 3755)
"Directors" or "Board" the directors of the Company or any duly authorised
committee thereof
" Enlarged Share the 247,710,883 Ordinary Shares immediately
Capital" following Admission comprising the Existing
Ordinary Shares and the New Ordinary Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the 152,710,883 Ordinary Shares in issue at
Shares" the date of this announcement, all of which
are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"General Meeting" the general meeting of the Company to be held
at 4 Deer Park Road, London SW19 3GY at 10.00
a.m. on 14 April
2020
"HSBC" HSBC UK Bank PLC
"Issue Price" 10
pence per New Ordinary Share
"Latest Practicable 24 March 2020
Date"
"LOIM" Lombard Odier Investment Managers Group, in
respect of funds or accounts managed by its
entities
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" means together, the Subscription Shares and
the Placing Shares
"Nominated Director" a non-executive director appointed to the Board
by TasHeel pursuant to the terms of the Relationship
Agreement
"Notice of General the notice convening the General Meeting which
Meeting" will be set out at the end of the Circular
"Ordinary Shares" ordinary shares of 1 penny each in the capital
of the Company
"Placing" the proposed placing by Cenkos, as agent on
behalf of the Company, of the Placing Shares
pursuant to the Placing Agreement
"Placing Shares" the 35,000,000 new Ordinary Shares conditionally
placed with investors pursuant to the Placing
that will be allotted and issued subject to,
inter alia, the passing of the Resolutions
and Admission
"Placing Agreement" the conditional agreement made between the
Company and Cenkos and dated 26 March 2020
relating to the Placing
"Relationship Agreement" the conditional relationship agreement dated
26 March 2020 and made between the Company
and TasHeel to take effect from Admission
"Resolutions" the resolutions to be set out in the Notice
of General Meeting for the purposes of implementing
the Capital Raising
"Shareholders" holders of Ordinary Shares from time to time
"Subscription" the conditional subscription by TasHeel for
the Subscription Shares
"Subscription Agreement" the subscription agreement dated 26 March 2020
and made between the Company and TasHeel in
relation to the Subscription
"Subscription Shares" the 60,000,000 new Ordinary Shares conditionally
subscribed for by TasHeel that will be allotted
and issued to TasHeel subject to, inter alia,
the passing of the Resolutions and Admission
"Takeover Code" the City Code on Takeovers and Mergers published
by the Panel on Takeovers and Mergers from
time to time.
"TasHeel" TasHeel Holdings Group, a company incorporated
and operating in the Kingdom of Saudi Arabia
"TasHeel Group" TasHeel, its subsidiaries and its subsidiary
undertakings
"UK" the United Kingdom of Great Britain and Northern
Ireland
"US" or "United the United States of America, each State thereof,
States" its territories and possessions (including
the District of Columbia) and all other areas
subject to its jurisdiction
"uncertificated" an Ordinary Share recorded on a company's share
or "in uncertificated register as being held in uncertificated form
form" in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of CREST
"VWAP" volume weighted average price
Important notices
The distribution of this announcement and any other
documentation associated with the Capital Raising into
jurisdictions other than the United Kingdom may be restricted by
law. Persons into whose possession these documents come should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of any such
jurisdiction. In particular, such documents should not be
distributed, forwarded to or transmitted, directly or indirectly,
in whole or in part, in, into or from the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the
securities laws or regulations of any such jurisdiction (each a
"Restricted Jurisdiction").
The New Ordinary Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States.
There will be no public offer of the New Ordinary Shares in the
United States. The New Ordinary Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The New Ordinary Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the New Ordinary Shares or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the US.
The New Ordinary Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of New Ordinary Shares in Australia, Canada, Japan, or the
Republic of South Africa.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or Cenkos. Subject to the AIM Rules for
Companies, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this announcement
or that the information contained in it is correct at any
subsequent date.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the Capital Raising and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Capital Raising
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Capital Raising or any matters referred
to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cenkos by the Financial Services and Markets Act
2000 or the regulatory regime established thereunder, Cenkos does
not accept any responsibility whatsoever for the contents of this
announcement, 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 its behalf, in connection
with the Company or the New Ordinary Shares or the Capital Raising,
and nothing in this announcement is or shall be relied upon as, a
promise or representation in this respect whether as to the past or
future. Cenkos accordingly disclaims to the fullest extent
permitted by law all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such
statement.
No statement in this announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share of the Company.
This announcement may include 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", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or by the AIM Rules for Companies, the
Company undertakes no obligation to release publicly the results of
any revisions to any forward-looking statements in this
announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date
of this announcement.
This announcement should not be considered a recommendation by
the Company, Cenkos or any of their respective directors, officers,
employees, advisers or any of their respective affiliates, parent
undertakings, subsidiary undertakings or subsidiaries of their
parent undertakings in relation to any purchase of or subscription
for the New Ordinary Shares. Price and volumes of, and income from,
securities may go down as well as up and an investor may not get
back the amount invested. It should be noted that past performance
is no guide to future performance. Persons needing advice should
consult an independent financial adviser.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Capital Raising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, Cenkos
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
All references to time in this announcement are to London time,
unless otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEKKPBNBBKBDNB
(END) Dow Jones Newswires
March 26, 2020 03:00 ET (07:00 GMT)
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