TIDMCNIC
RNS Number : 9472C
CentralNic Group PLC
28 February 2022
This announcement, and the information contained herein, is not
for publication, release or distribution, directly or indirectly,
in whole or in part, in or into or from the United States of
America, Australia, Canada, Japan or the Republic of South Africa
or any other jurisdiction in which it would be unlawful to do
so.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU ) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ( "MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR. Upon the
publication of this announcement via the regulatory information
service, this inside information is now considered to be in the
public domain.
28 February 2022
CentralNic Group plc
("CentralNic" or "the Company", or "the Group")
Proposed Acquisition of VGL Verlagsgesellschaft mbH
Proposed Fixed Price Placing to raise up to GBP42 million
and
Proposed Open Offer to raise up to GBP3 million
CentralNic Group plc (AIM: CNIC), the global internet platform
company that derives recurring revenues selling online presence and
marketing services, is pleased to announce that it has agreed terms
to acquire the entire issued share capital of a leading online
marketing business VGL Verlagsgesellschaft mbH, Berlin, Germany and
its subsidiaries (together "VGL") from its current shareholders
(the "Acquisition"). VGL is being acquired for an enterprise value
of EUR 60 million, with initial consideration of EUR 67 million
(approx. US$75 million), payable in cash on completion, inclusive
of customary adjustments for cash and working capital. The
Acquisition is expected to be double digit earnings enhancing for
the financial year ending 31 December 2022, prior to any synergies
being realised.
The Company today also announces its intention to conduct a
placing of new ordinary shares of GBP0.001 each (the "Ordinary
Shares") in the capital of the Company (the "Placing Shares") to
institutional investors (the "Placing"). The Placing is being
undertaken at a fixed price of 120 pence per share (the "Issue
Price") and is expected to raise up to GBP42 million (before
expenses).
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following the release of this announcement. Zeus
Capital Limited ("Zeus") and Joh. Berenberg, Gossler & Co. KG
("Berenberg") are each acting as the Company's joint bookrunners
(Zeus and Berenberg together, the "Bookrunners") in connection with
the Placing. No element of the Placing is being underwritten.
In addition to the Placing, Qualifying Shareholders will be
given the opportunity to subscribe for an aggregate of up to
2,500,000 new Ordinary Shares through an open offer at the Issue
Price (the "Open Offer Shares" and, together with the Placing
Shares, the "New Ordinary Shares") to raise up to GBP3 million
(before expenses) (the "Open Offer").
The Company is also carrying out an issue of additional senior
secured callable bonds for a nominal value of EUR 21 million under
its existing senior secured bond, listed on Oslo Børs, at a price
of 100.8% of par value (the "Bond Issue"). The Bond Issue is being
subscribed for by Macquarie Principal Finance Pty Ltd, UK Branch,
on the same terms and conditions as CentralNic's existing bond
issue (together, the Placing, the Open Offer and the Bond Issue are
the "Fundraising").
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (which forms part of this
announcement, with such announcement and its Appendices together
being this "Announcement").
Acquisition highlights:
-- Acquisition of VGL, a leading online marketing business used
by the world's leading German e-commerce companies to acquire
customers via high quality content websites and using media buying
technology.
-- VGL provides comparisons for 150k+ product listings, which
attract more than a quarter of a billion website visits helping
undecided online shoppers make the best purchase decisions in a
convenient, transparent and trustworthy way.
-- VGL is being acquired for an enterprise value of EUR 60
million, with initial consideration of EUR 67 million (approx.
US$75 million), payable in cash on completion, inclusive of
customary adjustments for cash and working capital.
-- The Company will fund the Acquisition from the proceeds of
the Placing and the Bond Issue in addition to its existing cash
reserves.
-- VGL generated US$55.3 million of revenue (unaudited) and
US$10.9 million of Adjusted EBITDA (unaudited) in the 12 months to
31 December 2021.
-- The Acquisition increases the Group's unaudited pro forma
revenue and EBITDA to US$470.5 million and US$57.9 million
respectively for the financial year ended 31 December 2021*.
-- An earn out arrangement has also been agreed, under which
additional consideration of up to EUR 38 million may be paid over
the next three years if the growth of VGL materially exceeds
expectations. In the event that amounts become due under the earn
out arrangement, these are expected to be funded by the incremental
operating cash flow generated by VGL.
-- VGL is expected to grow at least in line with the latest
market expectations for CentralNic Group as a whole. **
Strategic and financial rationale for the Acquisition:
-- Additional scale and capabilities added to CentralNic's
Online Marketing division, contributing traffic-generating
websites, content expertise and new partner relationships to
enhance the Group's AI-driven business, which delivered 65% organic
growth in 2021.
-- Benefits to the enlarged Group from the offline to online
commerce shift by partnering with sizeable, strongly growing
e-commerce platforms.
-- Reduces revenue concentration with Google by adding
large-scale monetisation partners that could buy traffic.
-- CentralNic's existing customer and traffic acquisition
capabilities could be leveraged to increase VGL's margins.
-- Provides significant growth and cost synergy opportunities, including inter alia:
o leveraging CentralNic's global footprint to facilitate VGL's
international expansion;
o expanding VGL's platform by offering growth into new products
and verticals;
o benefitting from CentralNic's media buying capabilities to
lower VGL's cost of traffic acquisition;
o utilising CentralNic's domain name network that matches
relevant product terms, to build product specific websites; and
o joint procurement and shared resources with CentralNic.
-- The Acquisition is expected to be double digit earnings
enhancing for the financial year ending 31 December 2022, prior to
any synergies being realised. Full consolidation is expected as of
Q2 2022.
-- Post-acquisition leverage will reduce from 1.6x to 1.5x
pro-forma EBITDA (FY21), from where it will diminish to around 1x
by the end of the year.
* Based on the analysis within the Group's full year results
statement announced on 28 February 2022 and the unaudited IFRS
adjusted accounts of VGL for FY21
** Current consensus indicates a FY21-FY23 CAGR of 10% for
revenue and 10% for EBITDA
Fundraising highlights:
-- Placing to raise up to GBP42 million (before expenses)
through the issue of up to 35,000,000 Placing Shares.
-- Placing Shares are to be placed at 120 pence per Placing Share.
-- The Issue Price represents a discount of approximately 10% to
the closing mid-market share price per Ordinary Share on 25
February 2022, being the last practicable date prior to the
publication of this Announcement.
-- In order to provide Shareholders who have not taken part in
the Placing with an opportunity to participate in the proposed
issue of New Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 2,500,000 Open Offer Shares, to raise up to GBP3
million (before expenses), on the basis of 1 Open Offer Share for
every 100.46403360 Existing Ordinary Shares held by the Shareholder
at the Record Date. Any Open Offer Shares not subscribed for by
Qualifying Shareholders will be available to Qualifying
Shareholders under the Excess Application Facility.
-- Zeus and Berenberg are acting as the Company's joint
bookrunners. Neither the Placing nor the Open Offer is being
underwritten.
Appointment of Joint Broker:
The Company is also pleased to announce it has appointed Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg") as the
Company's Joint Broker with immediate effect.
Ben Crawford, CEO of CentralNic, said:
"The acquisition of VGL is a natural extension of CentralNic's
online marketing business and a major step in adding content-based
marketing solutions to its comprehensive suite of services.
Millions of customers rely on the value-added content provided by
VGL to make informed decisions when purchasing online, leading the
world's foremost e-commerce companies to use VGL for customer
acquisition."
Valentin Dushe, co-founder of VGL, said:
"We are very pleased to welcome CentralNic as our new
shareholder and partner. CentralNic is a highly experienced player
in the market as well as the perfect fit for VGL Group, and will
support us in executing our envisaged growth strategy on both a
national and an international level. We share the same vision and
values and strongly believe that not only our users, but also the
Company itself stand to significantly benefit from this new
partnership."
Details of the Acquisition:
-- The Company is effecting the Acquisition via CentralNic
Holding GmbH (the "Buyer"), a wholly owned subsidiary of the
Company. The Buyer will enter into a share purchase agreement ("the
Acquisition Agreement") with the sellers of VGL comprising Dushe
Beteiligungsgesellschaft mbH, Somerset Ventures GmbH, Mr. Alexander
Schneider and Mr. Kenny Schmahl (each a "Seller" and together the
"Sellers").
-- The Acquisition Agreement provides that the Buyer will pay an
initial consideration to the Sellers of EUR 67 million (approx.
US$75 million), payable in cash on completion of the Acquisition
subject to customary adjustments for cash, debt and working capital
following the determination of financial statements post-completion
of the Acquisition. The consideration for the Acquisition will be
funded via the net proceeds of the Placing and the Bond Issue
together with utilising the existing cash reserves of the
Group.
-- The Buyer may pay additional consideration of up to EUR 38
million to the Sellers in connection with the Acquisition over the
next three years following completion if the growth of VGL
materially exceeds the expectations and earn-out targets set out in
the Acquisition Agreement.
-- Save in relation to the Sellers subscribing for additional
shares in VGL and such increase in share capital being registered
by the German commercial trade registry (which is a formality under
applicable German company law) and the exercise of an option to
purchase domain names between a Seller and a group member of VGL,
in each case, to be carried out prior to completion, the
Acquisition Agreement does not include any conditions nor does
completion of the Acquisition require the sanction and/or approval
of any third party. Whilst the Acquisition Agreement is in agreed
form and has been entered into by the Sellers, the Acquisition
Agreement has not been entered into by the Buyer and, therefore,
there is currently no legal obligation on the Buyer to buy VGL. The
Company has granted an undertaking in favour of the Bookrunners in
the Placing Agreement to procure that the Buyer enters into the
Acquisition Agreement as soon as reasonably practicable following
the completion of the Bookbuild and the entry by the Buyer into the
Acquisition Agreement is expected to be announced together with the
results of the Bookbuild. The Sellers will be only entitled to
rescind the Acquisition Agreement following execution thereof if
the Buyer does not pay the consideration on completion in
accordance with the terms of the Acquisition Agreement.
-- The Acquisition will complete within five Business Days of
the closing conditions, as set out above, being satisfied. Placees
(as defined below) should note that there will be a short period of
time between subscribing for, and Admission (as defined below) of,
the Placing Shares on 2 March 2022 and the completion of the
Acquisition. Given that, upon signing the Acquisition Agreement,
completion of the Acquisition will be entirely under the control of
the Buyer and the Sellers, the Company does not foresee any risks
in Admission of the Placing Shares occurring and the Acquisition
not subsequently completing.
Details of the Fundraising:
-- The Company announces a proposed placing of the Placing
Shares with existing and new institutional investors ("Placees"),
to raise gross proceeds via the Placing of up to GBP42 million to
part-fund the Acquisition and associated costs.
-- The Placing is being conducted through the Bookbuild which
will commence immediately following this Announcement. The Placing
is subject to the terms and conditions set out in the Appendix to
this Announcement.
-- Zeus and Berenberg are acting as Joint Bookrunners in
connection with the Placing in accordance with the Placing
Agreement and the terms and conditions set out in the Appendix. The
Placing is not being underwritten by the Joint Bookrunners.
-- The final number of Placing Shares to be issued pursuant to
the Placing will be agreed by the Joint Bookrunners and the Company
at the close of the Bookbuild, and the results of the Placing will
be announced as soon as practicable thereafter. The timing for the
close of the Bookbuild and the allocation of Placing Shares shall
be at the absolute discretion of the Joint Bookrunners, in
consultation with the Company. The Company and the Joint
Bookrunners reserve the right to issue and sell a greater or lesser
number of shares through the Placing.
-- Pursuant to the terms of the Placing Agreement the Company
has irrevocably undertaken to procure the Buyer to enter into the
Acquisition Agreement following completion of the Bookbuild.
-- The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
-- The Company intends to issue the Placing Shares by way of a
non pre-emptive cashbox placing. This structure has been chosen as
it minimises time to completion, which was critical to ensuring the
Company was the preferred buyer and to secure the Acquisition. The
Board has also chosen to launch the Open Offer to enable any
current shareholder to participate in the Fundraising, should they
not be able to participate in the accelerated bookbuild.
-- The Company and Zeus have agreed to subscribe for ordinary
shares in Project Billboard Funding Limited ("JerseyCo"). The funds
received from Placees taking up Placing Shares will be paid to an
account with Zeus. Zeus (acting as principal) will apply the net
proceeds of the Placing in such account to subscribe for redeemable
preference shares in JerseyCo.
-- The Company will allot and issue the Placing Shares to those
persons entitled to them in consideration for Zeus transferring its
holdings of ordinary shares and redeemable preference shares in
JerseyCo to the Company. Accordingly, instead of receiving cash
consideration for the issue of Placing Shares, following completion
of the Placing, the Company will own the entire issued share
capital of JerseyCo, whose principal assets will be its cash
reserves, which will represent an amount approximately equal to the
net proceeds of the Placing. The Company will then be able to
access those funds by redeeming the redeemable preference shares it
holds in JerseyCo, or, alternatively, during any interim period
before redemption, by procuring that JerseyCo lends the amount to
the Company.
-- Accordingly, by taking up or purchasing Placing Shares under
the Placing and submitting a valid payment in respect thereof, a
Placee instructs Zeus to hold such payment on behalf of Zeus and:
(i) to the extent of a successful application under the Placing, to
apply such payment on behalf of Zeus solely for Zeus to subscribe
(as principal) for redeemable preference shares in JerseyCo; and
(ii) to the extent of an unsuccessful application under the
Placing, to return the relevant payment without interest to the
applicant.
-- Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission").
-- Settlement for the Placing Shares and Admission are expected
to take place on or before 8.00 a.m. on 2 March 2022.
-- CentralNic expects to issue additional senior secured
callable bonds for a nominal value of EUR 21 million under its
existing senior secured bond The Bond Issue is being underwritten
by Macquarie Principal Finance Pty Ltd, UK Branch, on the same
terms and conditions as CentralNic's existing bond issue. The
proceeds of the Bond Issue will be partly used to fund the
Acquisition.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR"). In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
For further information:
CentralNic Group Plc
Ben Crawford, Chief Executive
Officer
Don Baladasan, Group Managing
Director
Michael Riedl, Chief Financial
Officer +44 (0) 203 388 0600
Zeus Capital Limited (NOMAD,
Joint Broker and Joint Bookrunner)
Nick Cowles / Jamie Peel +44 (0) 161 831 1512
Dominic King / Rupert Woolfenden +44 (0) 203 829 5000
-----------------------------
Berenberg (Joint Broker and
Joint Bookrunner)
Mark Whitmore, Richard Andrews,
Alix Mecklenburg-Solodkoff +44 (0)20 3207 7800
-----------------------------
SEC Newgate (for Media) +44 (0) 203 757 6880
Bob Huxford / Isabelle Smurfit centralnic@secnewgate.co.uk
/ Max Richardson
-----------------------------
About CentralNic Group plc
CentralNic (AIM: CNIC) is a London-based AIM-quoted company
which drives the growth of the global digital economy by developing
and managing software platforms allowing businesses globally to buy
subscriptions to domain names for websites and email, monetise
their websites, and acquire customers online. Its core growth
strategy is identifying and acquiring cash-generative businesses in
its industry with annuity revenue streams and exposure to growth
markets and migrating them onto the CentralNic software and
operating platforms.
CentralNic operates globally with customers in almost every
country in the world. It earns recurring revenues from the
worldwide sales of internet domain names and other services on an
annual subscription basis.
For more information please visit: www.centralnicgroup.com
IMPORTANT INFORMATION
The release, publication or distribution of this Announcement
into certain jurisdictions may be restricted by law, and any
persons into whose possession this Announcement comes should
therefore inform themselves about and observe any applicable
restrictions or requirements. No action has been taken by the
Company or the Joint Bookrunners that would permit possession or
distribution of this Announcement in any jurisdiction where action
for that purpose is required. Any failure to comply with any such
restrictions or requirements may constitute a violation of the
securities laws of any such jurisdiction.
This Announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of, issue or purchase, any security (including,
without limitation, the Placing Shares). Copies of this
Announcement can be downloaded from the Company's website,
www.centralnicgroup.com. However, the contents of the Company's
website or any hyperlinks accessible from the Company's website do
not form part of this Announcement and Shareholders should not rely
on them.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United States.
The Placing Shares will not qualify for distribution under the
relevant securities laws of Australia, New Zealand, Canada, the
Republic of South Africa or Japan, nor has any prospectus in
relation to the Placing Shares been lodged with, or registered by,
the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, subject to certain
exemptions, the Placing Shares will not be offered, sold, taken up,
delivered or transferred in, into or from a Restricted Jurisdiction
or to or for the account or benefit of any national, resident or
citizen of a Restricted Jurisdiction. This Announcement does not
constitute an offer to issue or sell, or the solicitation of an
offer to subscribe for or purchase, any Ordinary Shares to any
person in a Restricted Jurisdiction and is not for distribution in,
into or from a Restricted Jurisdiction. The Placing Shares have not
been approved or disapproved by the US Securities and Exchange
Commission, or any other securities commission or regulatory
authority of the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the placing of
the Placing Shares nor have they approved this Announcement or
confirmed the accuracy or adequacy of any information contained in
it. Any representation to the contrary is a criminal offence in the
US.
This Announcement includes statements that are, or may be deemed
to be, forward-looking statements that are based on current
expectations or beliefs, as well as assumptions about future
events. These forward-looking statements can be identified by the
use of forward- looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places through this Announcement and include statements
regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Company's
results of operations, financial condition, liquidity, prospects,
growth and strategies. By their nature, forward-looking statements
contained in this Announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement
under the AIM Rules or other applicable legislation or regulation,
neither the Company nor the Joint Bookrunners undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Undue reliance should not be placed on forward-looking statements,
which speak only as of the date of this Announcement. There are
several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking
statements. Among the factors that could cause actual results to
differ materially from those described in the forward-looking
statements are changes in expectations and assumptions used and
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or
dispositions.
Where third party information has been used in this
Announcement, the source of such information has been identified.
The Company takes responsibility for compiling and extracting, but
has not independently verified, market data provided
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL .
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH
MEANS REGULATION 2017/1129 AS AMED FROM TIME TO TIME) (THE "EU
PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IF IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE PROSPECTUS
REGULATION WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, OR
(C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE
AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN CENTRALNIC GROUP PLC (THE "COMPANY").
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
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 INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF SUBSCRIBING FOR OR
ACQUIRING THE PLACING SHARES.
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this Announcement.
The Placees will be deemed to have read and understood this
Announcement, including this Appendix, in its entirety and to be
making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements and undertakings,
contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. if it is in a member state of the EEA or the UK and/or if it
is a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable), that any Placing Shares acquired by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in any member state of the EEA or the United Kingdom (as
applicable) in circumstances which may give rise to an offer of
securities to the public, other than an offer or resale in a member
state of the EEA which has implemented the EU Prospectus Regulation
or in the United Kingdom (as applicable) to Qualified Investors, or
in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or
resale;
3. 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;
4. 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;
5. it acknowledges that the Placing Shares have not been and
will not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within the United States except pursuant to
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;
and
6. the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
Selling Restrictions
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
Neither of the Joint Bookrunners makes any representation to any
Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into the Placing Agreement with
Zeus Capital Limited ("Zeus") (the Company's Nominated Adviser and
joint bookrunner in connection with the Placing) and Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg") (the
Company's joint bookrunner in connection with the Placing)
(together with Zeus the "Joint Bookrunners" and each a "Joint
Bookrunner") under which, subject to the conditions set out
therein, each of the Joint Bookrunners has agreed, as agent for and
on behalf of the Company, to use its reasonable endeavours to
procure Placees for the Placing Shares, at the Issue Price.
The Placing is not being underwritten by either of the Joint
Bookrunners or any other person.
The final number of Placing Shares will be decided at the close
of the Bookbuild. The timing of the closing of the book and
allocations are at the discretion of the Company and the Joint
Bookrunners. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Shares
in the Company, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Zeus will
subscribe for ordinary shares and redeemable preference shares in
Project Billboard Funding Limited ("JerseyCo") for an amount
approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis
to Placees in consideration for the transfer of the ordinary shares
and redeemable preference shares in JerseyCo that will be issued to
Zeus. The proceeds raised through the Placing will be retained for
the benefit of the Company
Application for admission to trading
Application will be made to London Stock Exchange plc for
admission of the Placing Shares to trading on AIM in accordance
with the AIM Rules ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on or around 2 March 2022 (or such later time or date as the Joint
Bookrunners may agree with the Company) and that dealings in the
Placing Shares will commence at that time, and in any event no
later than 31 March 2022.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. The book will
open with immediate effect. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Each Joint Bookrunner is arranging the Placing as bookrunner
and placing agent of the Company.
2. Participation in the Placing will only be available to
persons who are Relevant Persons and who may lawfully be, and are,
invited to participate by a Joint Bookrunner. Each Joint
Bookrunner's agents and their respective affiliates are each
entitled to enter bids in the Bookbuild as principal.
3. The final number of Placing Shares will be agreed between the
Joint Bookrunners and the Company following completion of the
Bookbuild. The number of Placing Shares will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at the relevant Bookrunner. Each bid should state the
aggregate number of Placing Shares which the prospective Placee
wishes to subscribe for at the Issue Price. Bids may be scaled down
by the Joint Bookrunners on the basis referred to in paragraph 9
below. The Joint Bookrunners are arranging the Placing each as an
agent of the Company.
5. The Bookbuild will open with immediate effect following
release of this Announcement and close as soon as reasonably
practicable thereafter no later than 7.00 a.m. (London time) on 1
March 2022. Each Bookrunner may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by
the Joint Bookrunners in their sole discretion and will be
confirmed orally by the relevant Bookrunner as agent of the Company
following the close of the Bookbuild. That oral confirmation will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to acquire the
number of Placing Shares allocated to it and to pay the Issue Price
in respect of such shares on the terms and conditions set out in
this Appendix and in accordance with the Company's articles of
association and each Placee will be deemed to have read and
understood this Announcement (including this Appendix) in its
entirety.
7. Each prospective Placee's allocation and commitment will be
evidenced by a form of confirmation or contract note and/or
electronic trade confirmation issued to such Placee by the relevant
Joint Bookrunner. The terms of this Appendix will be deemed
incorporated by reference therein.
8. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, to pay as principal to that Joint Bookrunner (or as it
may direct) in cleared funds immediately on the settlement date an
amount equal to the product of the Issue 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.
9. The Joint Bookrunners reserve the right not to accept bids or
may choose to accept bids, either in whole or in part, on the basis
of allocations determined in agreement with the Company and may
scale down any bids for this purpose on such basis as they may
determine. The Joint Bookrunners may also, notwithstanding
paragraphs 3 and 4 above, subject to the prior consent of the
Company (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any
person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with the consent of the Joint Bookrunners, will
not be capable of variation or revocation after the time at which
it is submitted.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Joint
Bookrunners nor any of their respective affiliates, agents,
directors, officers or employees shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of such Joint Bookrunner's conduct of the Bookbuild or
of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Each Joint Bookrunner's obligations under the Placing
Agreement are conditional on the satisfaction (or where applicable,
waiver) of customary conditions, including (amongst others) (the
"Conditions"):
1. the fulfilment by the Company of its obligations under the Placing Agreement;
2. an AIM application form in respect of the Placing Shares and
all other documents to be submitted therewith having been delivered
to London Stock Exchange plc;
3. the Acquisition Agreement: (i) having been executed by all
parties thereto and not having been terminated or amended; (ii)
having become unconditional in all respects, save for any condition
relating to the Placing Agreement becoming unconditional in
accordance with its terms (including, for the avoidance of doubt,
Admission) and (iii) no notice of breach or notice of termination
having been issued by any party to the Acquisition Agreement;
4. the Company having provided evidence to the Banks which
provides satisfaction to the Banks (in their sole and absolute
discretion) that all of the parties to the Acquisition Agreement
have complied with, or are capable of complying with, all of the
obligations on the respective parties in respect of the matters to
be done at completion of the Acquisition Agreement;
5. the Transfer Agreement and the Option Agreement (each as
defined in the Placing Agreement) having been duly executed by all
of the parties thereto and such agreements not having been
terminated;
6. in the good faith opinion of the Joint Bookrunners, no
Material Adverse Change (as defined in the Placing Agreement)
having occurred between the date of the Placing Agreement and
Admission; and
7. Admission having occurred not later than 8.00 a.m. on 2 March
2022 or such later date as the Company and each of the Joint
Bookrunners may agree, but in any event not later than 8.00 a.m. on
31 March 2022.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled (or,
where permitted, waived or extended in writing by the Joint
Bookrunners) or become incapable of fulfilment on or before the
date or time specified for the fulfilment thereof (or such later
date and/or time as the Joint Bookrunners may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement (including this Appendix).
Placees should note that, given the fact that completion of the
Acquisition is not due to take place until after Admission, there
is a theoretical risk to Placees that the Placing completes but the
Acquisition does not. However, the Company does not anticipate this
given the structure outlined in the information above.
Lock-up
The Company has undertaken that, save in certain limited
circumstances, it will not at any time between the date of the
Placing Agreement and the date which is 90 days from the date of
Admission, without the prior consent of each of the Joint
Bookrunners (such consent not to be unreasonably withheld or
delayed) issue any shares or options to subscribe for any shares
(other than options granted pursuant to any employee share schemes
adopted by the Company) or securities convertible or exchangeable
into shares or enter into any agreement or undertaking to do
so.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the discretion of the Joint Bookrunners and that it need not
make any reference to, or consult with, any Placee and that it
shall have no liability to Placees whatsoever in connection with
any such exercise of the power to grant consent or failure to
exercise such power.
Right to terminate under the Placing Agreement
At any time before Admission, each of the Joint Bookrunners is
entitled to terminate the Placing Agreement in the following
circumstances, amongst others: (i) if any of the Company's
warranties or representations are not or cease to be true and
accurate in any respect which either of the Joint Bookrunners
considers to be material in the context of the Placing; or (ii) if
it comes to the notice of either of the Joint Bookrunners that any
statement contained in the Placing Agreement was or has become
untrue, incorrect or misleading in any respect which either of the
Joint Bookrunners considers to be material in the context of the
Placing; or (iii) in the opinion of either of the Joint
Bookrunners, there shall have occurred any Material Adverse Change
(as defined in the Placing Agreement); or (v) if there has occurred
(a) a general moratorium on commercial banking activities in London
declared by the relevant authorities or a material disruption in
commercial banking or securities settlement or clearance services
in the United Kingdom; (b) the outbreak or escalation of
hostilities or acts of terrorism involving the United Kingdom or
the declaration by the United Kingdom of a national emergency or
war; (c) any other occurrence of any kind which (by itself or
together with any other such occurrence) in each of the Joint
Bookrunners' reasonable opinion is likely to materially and
adversely affect the market's position or prospects of the Group
taken as a whole (including any material deterioration in, or
material escalation in the response to, the COVID-19 pandemic); or
(d) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in each of the Joint
Bookrunners' reasonable opinion is materially adverse.
Upon such notice of termination being given, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by either of the Joint Bookrunners of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of that Bookrunner, and that it need not make
any reference to Placees and that the relevant Bookrunner shall
have no liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus or admission document
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA or
the London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on the Company's publicly available information taken together with
the information contained in this Announcement (including this
Appendix) released by the Company today and any information
publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this Announcement,
and subject to the further terms set forth in the contract note to
be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, the Joint Bookrunners or any other person and neither of
the Joint Bookrunners nor the Company nor any of their respective
affiliates will be liable for any Placee's decision to participate
in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own legal adviser, tax adviser and/or business adviser for legal,
tax and business advice regarding an investment in the Placing
Shares. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BCCW4X83) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and the Joint
Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to Placees by
such other means that they deem necessary, including in
certificated form, if in either Bookrunner's reasonable opinion
delivery or settlement is not possible or practicable within the
CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note or electronic confirmation in accordance with the
standing arrangements in place with the relevant Joint Bookrunner
stating the number of Placing Shares to be allocated to it at the
Issue Price, the aggregate amount owed by such Placee to the
relevant Joint Bookrunner or its sub-agent and settlement
instructions. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions that it has in place with the relevant
Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by either of the Joint Bookrunners (as appropriate) or
their respective sub-agent, in each case, as agent for and on
behalf of the Company and will enter its delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 2 March 2022 on a
trade date + 2 basis in accordance with the instructions set out in
the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the relevant Joint Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the account and benefit of the
relevant Bookrunner, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest or penalties thereon or other similar
taxes imposed in any jurisdiction) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on the relevant Joint
Bookrunner all such authorities and powers necessary to carry out
any such transaction and agrees to ratify and confirm all actions
which that Joint Bookrunner lawfully takes on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation (as applicable) 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 UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither of the Joint Bookrunners nor
the Company shall be responsible for the payment thereof. Placees
(or any nominee or other agent acting on behalf of a Placee) will
not be entitled to receive any fee or commission in connection with
the Placing.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in the Placing, the
Company and the Joint Bookrunners may agree that the Placing Shares
should be issued in certificated form. The Joint Bookrunners
reserve the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as
they deem 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.
Representations and warranties
By participating in the Placing, each prospective Placee (and
any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with Zeus (in its capacity as the nominated
adviser, joint bookrunner and agent of the Company), Berenberg (in
its capacity as joint bookrunner and agent of the Company) and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read and understood this Announcement (including its
Appendices) in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained
herein;
2. it has made its investment decision based solely upon its own
judgement, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners or any other person other than as set out in this
Announcement;
3. no offering document or prospectus or admission document has
been prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
4. it has neither received nor relied on any 'inside
information' as defined in MAR concerning the Company, including,
but not limited to, any price sensitive information concerning the
Company, in accepting this invitation to participate in the
Placing;
5. it has the power and authority to carry on the activities in
which it is engaged, to acquire Placing Shares and to execute and
deliver all documents necessary for such acquisition;
6. neither of the Joint Bookrunners 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 none of them will provide it, with any material
regarding the Placing Shares or the Company other than information
included in this Announcement (including this Appendix), nor has it
requested any of Zeus, Berenberg, the Company, or any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
7. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's Ordinary Shares are
quoted on AIM and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the London Stock Exchange and relevant
regulatory authorities (the "Exchange Information"), which includes
a description of the nature of the Company's business, most recent
balance sheet and profit and loss account, and similar statements
for preceding years, and it has reviewed such Exchange Information
as it has deemed necessary or that it is able to obtain or access
the Exchange Information without undue difficulty; and (iii) it has
had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has
deemed necessary in connection with its own investment decision
to acquire any of the Placing Shares and has satisfied itself that
the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing;
8. (i) neither the Company, Zeus, Berenberg, nor any of their
respective affiliates has made any representations to it, express
or implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
and (ii) it will not hold either of the Joint Bookrunners nor any
of their respective affiliates responsible for any misstatements in
or omissions from any Publicly Available Information or any
Exchange Information. Nothing in this paragraph or otherwise in
this Announcement (including this Appendix) excludes the liability
of any person for fraudulent misrepresentation made by that
person;
9. the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither of
Zeus, Berenberg nor any of their respective affiliates, agents,
directors, officers or employees nor any person acting on their
behalf has or shall have any liability for any information,
representation or statement contained in this Announcement
(including this Appendix) or any information previously published
by or on behalf of the Company and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire the Placing Shares is contained in this Announcement
(including this Appendix) and any Publicly Available Information
including (without limitation) the Exchange Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, investigation
made or representations, warranties or statements made by any of
Zeus, Berenberg or the Company nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on its or their behalf and neither of the Joint Bookrunners
nor the Company nor any of their respective affiliates, agents,
directors, officers or employees will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement;
10. it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliates or any person
acting on their behalf, may or may not have conducted with respect
to the Placing Shares or the Company, and none of such persons has
may any representation, express or implied, with respect to the
Company or the Placing Shares;
11. it has conducted its own investigation with respect to the
Company and the Placing Shares, received and reviewed all
information that it believes is necessary or appropriate in
connection with its purchase of Placing Shares and made its own
assessment and has satisfied itself concerning the relevant tax,
legal, regulatory, currency and other economic considerations
relevant to its investment in the Placing Shares;
12. in making any decision to acquire the Placing Shares, it has
knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks
of taking up the Placing Shares. It further confirms that it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing and has no need for
liquidity with respect to its investment in the Placing Shares;
13. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not, be a resident of any
jurisdiction in which it is unlawful to make or accept an offer to
acquire the Placing Shares, and it and each account it represents
is: (1) outside the United States and will be outside the United
States at the time that any buy order for Placing Shares is
originated by it, (2) acquiring the Placing Shares in an "offshore
transaction" within the meaning of Regulation S of the Securities
Act and (3) not acquiring any of the Placing Shares as a result of
any form of "directed selling efforts" within the meaning of
Regulation S of the Securities Act; (ii) it is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares into the United States, Australia, Canada, Japan or
the Republic of South Africa; and (iii) the Placing Shares have not
been and will not be registered under the securities legislation of
the United States, Australia, Canada, Japan or the Republic of
South Africa and, subject to certain exceptions, may not be
offered, sold, acquired, renounced, distributed or delivered or
transferred, directly or indirectly, within or into those
jurisdictions;
14. it will not distribute, forward, transfer or otherwise
transmit this document or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
15. the Placing Shares are expected to be issued to it through CREST;
16. where it is acquiring the Placing Shares for one or more
managed account, that it is authorised in writing by each managed
account to acquire the Placing Shares for each managed account and
it has full power to make the acknowledgements, representations and
agreements herein on behalf of each such account;
17. if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations;
18. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty or stamp duty reserve tax under
any of sections 67, 70, 93 and 96 of the Finance Act of 1986
(depositary receipts and clearance services);
19. it has complied with its obligations under the Criminal
Justice Act 1993, the Market Abuse Regulation, and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006, the Money Laundering Regulations 2007 and The Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and
the Money Laundering Sourcebook of the FCA and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations;
20. if a financial intermediary, as that term is used in Article
5 of the EU Prospectus Regulation and UK Prospectus Regulation, the
Placing Shares acquired by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
member state of the EEA or the UK other than to Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the proposed offer or
resale;
21. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
22. it has not offered or sold and will not offer or sell any
Placing Shares to the public in (i) any member state of the EEA
except in circumstances falling within Article 3(2) of the EU
Prospectus Regulation; or (ii) in the UK except in circumstances
falling within Article 1(3) of the UK Prospectus Regulation, which
in either case does not result in any requirement for the
publication of a prospectus pursuant to Article 3 of either the EU
Prospectus Regulation or the UK Prospectus Regulation;
23. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24. it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
25. if in a member state of the EEA or the UK, it is a
"qualified investor" within the meaning of the EU Prospectus
Regulation and the UK Prospectus Regulation;
26. if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to
(D) ("High Net Worth Companies, Unincorporated Associations, etc")
of the Order, or (iii) to whom this Announcement may otherwise be
lawfully communicated;
27. that no action has been or will be taken by any of the
Company, either of the Joint Bookrunners or any person acting on
behalf of the Company or either of the Joint Bookrunners that
would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
28. it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
the Joint Bookrunners for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person). Each Placee agrees that the
provisions of this paragraph 28 shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is
acting;
29. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory, (iii) it has not taken any action which will or may
result in the Company, either of the Joint Bookrunners, any of
their affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Placing, (iv) that the acquisition of the
Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise, and
(v) it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement (including this Appendix)) and will honour such
obligations;
30. it (and any person acting on its behalf) has the funds
available to pay for, and will make payment for the Placing Shares
allocated to it, in accordance with the terms and conditions of
this Announcement (including this Appendix) on the due time and
date set out herein, failing which the relevant Placing Shares may
be placed with other persons or sold as the relevant Joint
Bookrunner may in its discretion determine and it will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the Issue Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty
for 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;
31. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to acquire, and that the Joint Bookrunners may call upon
it to acquire a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;
32. neither of the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees, nor any
person acting on their behalf, 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 participation in the
Placing is on the basis that it is not and will not be a client of
either of the Joint Bookrunners and neither of the Joint
Bookrunners has any duties or responsibilities to it for providing
the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of their respective rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
33. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(i) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(ii) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(iii) disclosed such information to any person, prior to the
information being made publicly available;
34. the person whom it specifies for registration as holder of
the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be. Neither of the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar taxes resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and each of their respective
affiliates, agents, directors, officers and employees in respect of
the same on the basis that the Placing Shares will be allotted to
the CREST stock account of Zeus and/or Berenberg who will hold them
as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
35. it indemnifies and holds harmless the Company, each of the
Joint Bookrunners and their respective affiliates, agents,
directors, officers and employees from any and all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
36. in connection with the Placing, each of the Joint
Bookrunners and any of their affiliates acting as an investor for
its own account may acquire Placing Shares in the Company and in
that capacity may acquire, retain, purchase or sell for its own
account such ordinary shares in the Company and any securities of
the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Neither of the Joint Bookrunners intends to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
37. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the 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 either of the Joint Bookrunner's
conduct of the Placing;
38. neither the Company nor either of the Joint Bookrunners owes
any fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
39. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's or
either of the Joint Bookrunner's conduct of the Placing;
40. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with
such agreements) shall be governed by and construed in accordance
with the laws of England and it submits (on behalf of itself and on
behalf of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by either Joint Bookrunner 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; and
41. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of each of the Company and the Joint Bookrunners (for their
own benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable. The Company, each of the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations, warranties and agreements and it
agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring of
Placing Shares is no longer accurate, it shall promptly notify the
Company and the Joint Bookrunners. It irrevocably authorises the
Joint Bookrunners and the Company to produce this Announcement
pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set out herein.
Taxation
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor the Joint Bookrunners
will be responsible and each Placee shall indemnify on an after-tax
basis and hold harmless the Company, each of the Joint Bookrunners
and their respective affiliates, agents, directors, officers and
employees for any stamp duty or stamp duty reserve tax paid by them
in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify the Joint
Bookrunners accordingly.
Neither the Company nor the Joint Bookrunners are liable to bear
any capital duty, stamp duty or any other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees from any and
all interest, fines or penalties in relation to any such duties or
taxes to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its
agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the relevant Joint
Bookrunner accordingly.
Information to Distributors - UK Product Governance
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, 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 and/or any equivalent requirements elsewhere to the
extent determined to be applicable) 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 retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, Distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of
their investment; the Ordinary Shares offer no guaranteed income
and no capital protection; and an investment in the 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 UK Target Market Assessment is without prejudice to
any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint
Bookrunners 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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
Information to Distributors - EU 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 (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 Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the
Company's Ordinary Shares may decline and investors could lose all
or part of their investment; the Company's Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Company's 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 EU 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 EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the EU 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
General
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each of the Joint Bookrunners and/or
any of its affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with the Joint Bookrunners 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 rules and regulations of the FCA
made under FSMA. The 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 the
Bookrunner's money in accordance with the client money rules and
will be used by the Joint Bookrunners in the course of their
respective businesses; and the Placee will rank only as a general
creditor of the relevant Bookrunner.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of each of the Joint Bookrunners and the
Company under the Announcement and the Terms and Conditions
contained in this Appendix are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to the Joint Bookrunners the
jurisdiction in which the funds are managed or owned.
Time is of the essence in respect of all times and dates in this
Announcement (including this Appendix) but may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acquisition" the acquisition by the Buyer of the Target from the Sellers
pursuant to the terms and conditions
of the Acquisition Agreement
"Acquisition Agreement" the conditional agreement to be entered into on completion
of the Bookbuild between the Buyer
and the Sellers relating to the Acquisition
"Admission" the admission of the Placing Shares to trading on AIM
becoming effective in accordance with
Rule 6 of the AIM Rules
"AIM" the AIM Market of the London Stock Exchange
"AIM Rules" the rules applicable to companies governing their admission
to AIM, and following admission
their continuing obligations to AIM, as set out in the AIM
Rules for Companies published by
the London Stock Exchange from time to time
"Announcement" this announcement together with its appendices
"Banks", "Joint Bookrunners" and "Joint Brokers" Berenberg and Zeus
"Berenberg" Joh. Berenberg, Gossler & Co. KG, London Branch, Joint
Broker to the Company in respect of
the Placing
"Bond Issue" the issue by the Company of senior secured callable bonds
for a nominal value of EUR 21 million
under its existing senior secured bond, listed on Oslo
Børs, at a price of 100.8% of
par value
"Bookbuild" means the accelerated bookbuild process in relation to the
Placing which will establish the
demand for and total number of Placing Shares to be issued
in the Placing
"business day" a day (excluding Saturdays, Sundays and public holidays) on
which banks are generally open
for business in the City of London
"Buyer" CentralNic Holding GmbH, a wholly-owned subsidiary of the
Company
"certificated" or in "certificated form" where a share or other security is not in uncertificated
form (that is, not in CREST)
"Company" or "CentralNic" CentralNic Group plc, a company incorporated in England and
Wales under the Companies Act
2006 with company number 08576358
"CREST" the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is
the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755)
"EEA" the European Economic Area
"EU Prospectus Regulation" Regulation (EU) 2017/1129, as amended
"Existing Shares" the 251,160,084 Ordinary Shares in issue at the date of this
Announcement, all of which are
admitted to trading on AIM
"Euroclear" Euroclear UK & International Limited, a company incorporated
under the laws of England and
Wales
"FCA" the UK Financial Conduct Authority
"FSMA" Financial Services & Markets Act 2000 (as amended)
"Group" the Company and its subsidiaries companies
"Issue Price" 120 pence per New Ordinary Share
"JerseyCo" Project Billboard Funding Limited, a company incorporated in
Jersey with company number 140603
whose registered office is 22 Grenville Street, St Helier,
Jersey JE4 9PX
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" or "MAR" the Market Abuse Regulation (2014/596/EU) which forms part
of domestic law pursuant to the
European Union (Withdrawal) Act 2018
"New Ordinary Shares" the Placing Shares and the Open Offer Shares
"Open Offer" the offer to be made by the Company to qualifying
Shareholders to raise up to GBP3 million
by way of the issue of the Open Offer Shares and the Issue
Price
"Open Offer Shares" up to 2,500,000 Ordinary Shares to be offered for
subscription pursuant to the Open Offer
"Ordinary Shares" the ordinary shares of 0.1 pence each in the capital of the
Company
"Placees" persons who have irrevocably agreed to subscribe for Placing
Shares at the Issue Price via
the Bookbuild
"Placing" the conditional placing by the Joint Bookrunners (on behalf
of the Company) by way of a bookbuild
of the Placing Shares at the Issue Price subject to, inter
alia, Admission
"Placing Agreement" the placing agreement entered into on today's date between
the Company and the Joint Bookrunners
"Placing Results Announcement" the press announcement giving details of the results of the
Placing together with the number
of Placing Shares
"Placing Shares" up to 35,000,000 new Ordinary Shares, to be allotted and
issued pursuant to the Placing, the
final number of which will be determined on completion of
the Bookbuild
"pounds", "GBP", "penny", "pence", "p" or "Sterling" the lawful currency of the United Kingdom
"Regulatory Information Service" a service approved by the FCA for the distribution to the
public of regulatory announcements
and included within the list maintained on the FCA's
website, http://www.fca.org.uk/
"Restricted Jurisdiction(s)" each of the United States, Australia, New Zealand, Canada,
the Republic of South Africa and
Japan
"Securities Act" the United States Securities Act of 1933, as amended
"Sellers" Dushe Beteiligungsgesellschaft mbH, Somerset Ventures GmbH,
Mr. Alexander Schneider and Mr.
Kenny Schmahl
"Shareholders" holders of Ordinary Shares
"Target" VGL Verlagsgesellschaft mbH
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Prospectus Regulation" means the UK version of Regulation (EU) 2017/1129, which
forms part of domestic law pursuant
to the European Union (Withdrawal) Act 2018
"uncertificated" or in "uncertificated form" in respect of a share or other security, where that share or
other security is recorded on
the relevant register of the share or security concerned as
being held in uncertificated form
in CREST and title to which may be transferred by means of
CREST
"US" or "United States" United States of America
"VGL" the Target and its subsidiaries
"Zeus" Zeus Capital Limited, Joint Broker to the Company in respect
of the Placing
- ENDS -
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END
ACQFIFIIFEITFIF
(END) Dow Jones Newswires
February 28, 2022 02:01 ET (07:01 GMT)
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