THE
INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU)
NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES
TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL
TO DO SO.
THIS
ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES OF DG INNOVATE PLC IN ANY JURISDICTION
IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
THIS
ANNOUNCEMENT SHOULD BE READ IN ITS
ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND
THE INFORMATION PROVIDED IN THE APPENDICES, INCLUDING APPENDIX II
WHICH CONTAINS THE TERMS AND CONDITIONS OF THE
PLACING.
10 December 2024
DG Innovate plc
("DG Innovate" or the
"Company")
Proposed conditional Placing to raise
approximately £500,000
DG Innovate plc (LSE: DGI), the advanced
research and development company developing pioneering solutions in
sustainable mobility and energy storage, is pleased to announce its
intention to conduct a conditional fundraising to raise gross
proceeds of approximately £500,000 by means of a
placing (the "Placing") of
new ordinary shares in the capital of the Company ("Ordinary Shares") (the "Placing Shares") to certain
institutional investors at a price of 0.08 pence per
Ordinary Share (the "Issue
Price").
The Placing is to be conducted by way of an
accelerated bookbuild process (the "Bookbuild") which will commence
immediately following this Announcement and will be
subject to the terms and conditions set out in Appendix II to this
Announcement.
A further announcement confirming the closing
of the Bookbuild and the number of Placing Shares to be issued
pursuant to the Placing is expected to be made in due
course.
Placing
Highlights
·
Placing to raise approximately £500,000 (before
expenses) through the issue of approximately 625,000,000
Placing Shares at the Issue Price.
·
Placing to be conducted via an accelerated bookbuild process
launching today.
·
The Placing Shares, assuming full take-up of the Placing,
will represent approximately 4.86 per cent. of the
Enlarged Issued Share Capital.
Capitalised terms used but not otherwise
defined in this Announcement shall have the meanings ascribed to
such terms in Appendix I of this Announcement, unless the context
requires otherwise.
Reasons for
the Placing and Use of Proceeds
The net proceeds from the Placing will be used
to:
· support the joint venture with EVage Automotive Pvt. Limited
("EVage"), as originally
announced on 28 March 2024 and updated on 27 November 2024;
and
· provide ongoing working capital for the
Company.
The net proceeds from the Placing will ensure
that the Company has sufficient funds for its immediate needs until
early February 2025. Accordingly, in conjunction with its
commercial activities, the Company will continue to seek further
funding and is currently in preliminary discussions with various
parties regarding other funding solutions.
The Company has also agreed to satisfy the commission
payable to the Bookrunner, conditional on a successful Placing, by
the allotment and issue of c.43,750,000 new Ordinary Shares at the
Issue Price (the "Broker
Shares").
The
Placing
The Company intends to issue
approximately 625,000,000 Placing Shares to raise
gross proceeds of approximately £500,000, to
participants in the Placing. Applications will be made to
(i) the FCA for admission of the Placing Shares to listing on the
Equity Shares (Transition) category of the Official List; and (ii)
London Stock Exchange plc for admission of the Placing Shares to
trading on its main market ("Main
Market") for listed securities (together, "Admission"). Admission is
expected to occur on or around 17 December
2024.
Zeus Capital Limited is acting as sole
bookrunner ("Zeus Capital"
or the "Bookrunner"), in
connection with the Placing. The Placing Shares are being offered
by way of an accelerated bookbuild, which will be launched
immediately following this Announcement, in accordance with the
terms and conditions set out in Appendix II to this
Announcement.
Admission of the Placing Shares is
conditional, inter
alia, upon the placing agreement dated 10 December
2024 between the Company and the Bookrunner (the
"Placing Agreement") not
having been terminated and becoming unconditional in all
respects.
The Placing is conditional upon, amongst other
things:
·
each of the warranties given by the Company in the Placing
Agreement being true and accurate in all respects and not
misleading on the date of the Placing Agreement and at
Admission;
·
admission of the Placing Shares becoming effective by no
later than 8.00 a.m. on 17 December 2024 (or such
later time and / or date as the Company and the Bookrunner shall
agree, not being later than 8.00 a.m. on 31 January
2025 ("Long Stop
Date");
·
the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission; and
·
the Placing Agreement not having been terminated by the
Bookrunner in accordance with its terms.
The timing of the closure of the Bookbuild and
the allocation of the Placing Shares to be issued at the Issue
Price are to be determined at the discretion of the Company and the
Bookrunner.
The Issue Price represents a discount of 15.8
per cent. to the closing mid-market price of 0.095 pence per
Ordinary Share on 9 December 2024 (being the last business day
before the release of this Announcement).
Admission
Applications will be made to the FCA for
admission of the Placing Shares and the Broker Shares to listing on
the Equity Shares (Transition) category of the Official List; and
the London Stock Exchange for admission of the Placing Shares
to trading on the Main Market. It is
expected that Admission will become effective and dealings in the
Placing Shares and the Broker Shares will commence at 8.00 a.m. on
or around 17 December 2024.
A further announcement will be made following
the closure of the Bookbuild, confirming final details of the
Placing.
The Placing is not being
underwritten.
Enquiries:
DG
innovate plc
Peter Bardenfleth-Hansen
(CEO)
Jack Allardyce (CFO)
|
|
C/O IFC
|
|
|
|
Zeus (Bookrunner)
Harry Ansell
Dan Bristowe
Katy Mitchell
IFC
Advisory (Investor Relations)
Tim Metcalfe
Zach Cohen
|
|
0203 829 5000
020 3934 6630
|
|
|
|
Grant Thornton UK LLP (Financial Adviser)
Samantha Harrison
Jamie Barklem
Ciara Donnelly
|
|
020 7383 5100
|
Additional Information
Further
details of the Placing
Pursuant to the Placing Agreement, the
Bookrunner, as agent for the Company, has conditionally agreed to
use reasonable endeavours to procure subscribers at the Issue
Price for the Placing Shares.
The Bookrunner intends to conditionally place
the Placing Shares with certain institutional and other investors
at the Issue Price.
The Company intends to issue
approximately 625,000,000 Placing Shares to raise
gross proceeds of approximately £500,000, pursuant to the Placing.
Admission of the Placing Shares is expected to take place on or
around 17 December 2024 (or such later date and / or
time as the Bookrunner and the Company may agree, being no later
than the Long Stop Date).
Admission of the Placing Shares is
conditional, inter
alia, upon the Placing Agreement not having been terminated
and becoming unconditional in all respects.
The Bookrunner (acting in good faith) has the
right to terminate the Placing Agreement in certain circumstances
prior to Admission, including (but not limited to): in the event
that there is a breach by the Company of any of its material
obligations under the Placing Agreement, or any of the warranties
set out in the Placing Agreement is or becomes untrue or inaccurate
or misleading in any material respect or there is a Material
Adverse Change. If this termination right is exercised or if the
conditionality in the Placing Agreement is not satisfied, the
Placing will not proceed.
The Placing Shares are not subject to clawback.
The Placing is not being underwritten.
Placing
Shares
The Placing Shares will, when issued, be fully
paid and will rank pari
passu in all respects with the Existing Ordinary Shares
in issue, including the right to receive all dividends and other
distributions declared, made or paid after the date of
issue.
The Company will apply to the FCA for admission of
the Placing Shares to the Official List and to the London Stock
Exchange for admission to trading of the Placing Shares on the Main
Market.
It is expected that Admission will take place
on or around 8.00 a.m. on 17 December 2024 and that
dealings in the Placing Shares on the Main Market will commence at
the same time.
IMPORTANT NOTICES
This Announcement includes statements that are,
or may be deemed to be, "forward-looking statements". These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should"
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this Announcement and
include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Company's prospects, growth and strategy. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or
implied by the forward-looking statements in this Announcement. In
addition, even if the Company's results of operations, performance,
achievements and financial condition are consistent with the
forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in
subsequent periods. Any forward-looking statements that the Company
makes in this Announcement speak only as of the date of such
statement and (other than in accordance with their legal or
regulatory obligations) neither the Company, nor the Bookrunner nor
any of their respective associates, directors, officers or advisers
shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
Zeus Capital, which is authorised and regulated
in the United Kingdom by the FCA, is acting as sole Bookrunner
exclusively for the Company and no one else in connection with the
contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Zeus Capital by FSMA or the regulatory regime established
thereunder, Zeus Capital accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, as to the
contents of this Announcement including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement,
whether as to the past or the future. Zeus Capital accordingly
disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
Announcement or any such statement.
The Placing Shares have not been and will not
be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under
the Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. The
Placing Shares have not been approved, disapproved or recommended
by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing
Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or to,
or for the account or benefit of, any national, resident or citizen
of the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa.
No public offering of securities is being made
in the United States.
The relevant clearances have not been, nor will
they be, obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments
Commission, the Financial Markets Authority of New Zealand or the
Japanese Ministry of Finance; the relevant clearances have not
been, and will not be, obtained from the South Africa Reserve Bank
or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; and the Placing Shares have not
been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom or to,
or for the account or benefit of any national, resident or citizen
of Australia, Japan, New Zealand or the Republic of South Africa or
to any investor located or resident in Canada.
No public offering of the Placing Shares is
being made in the United States, United Kingdom or elsewhere. All
offers of the Placing Shares will be made pursuant to an exemption
under the Prospectus Regulation, or the Prospectus Regulation
(as it forms part of domestic UK law pursuant to the EUWA, (as the
case may be) from the requirement to produce a prospectus.
This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does
not apply.
The information in this Announcement, which
includes certain information drawn from public sources, does not
purport to be comprehensive and has not been independently
verified. This Announcement contains statements that are, or may be
deemed forward-looking statements, which relate, inter alia, to the Company's proposed
strategy, plans and objectives. Such forward-looking statements
involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not
limited to future market conditions, legislative and regulatory
changes, the actions of governmental regulators and changes in the
political, social or economic framework in which the Company
operates) that could cause the actual performance or achievements
on the Company to be materially different from such forward-looking
statements.
The content of this Announcement has not been
approved by an authorised person within the meaning of the FSMA.
Reliance on this Announcement for the purpose of engaging in any
investment activity may expose an individual to a significant risk
of losing all of the property or other assets invested. The price
of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance, and persons needing advice should consult an
appropriate independent financial adviser.
This Announcement and the terms and conditions
set out herein are for information purposes only and are directed
only at persons who are:
(a) persons in Member States who are Qualified
Investors; and
(b) in the United Kingdom, Qualified Investors
who are persons who (i) have professional experience in matters
relating to investments falling within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or
(iii) are persons to whom it may otherwise be lawfully
communicated,
(all such persons together being referred to as
"relevant
persons").
This Announcement and the terms and conditions
set out herein must not be acted on or relied on by persons who are
not relevant persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this Announcement and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant
persons.
No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the
Bookrunner or by any of its affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
No statement in this Announcement is intended
to be a profit forecast or estimate, and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares to be issued pursuant to the
Placing will not be admitted to trading on any stock exchange other
than the Main Market.
Neither the content of the Company's website
nor any website accessible by hyperlinks on the Company's website
is incorporated in, or forms part of, this Announcement.
APPENDIX I
Definitions
The following
definitions apply throughout this Announcement unless the context
otherwise requires:
"Admission"
|
admission of the Placing Shares of the
Placing Shares to listing on the Equity Shares (Transition)
category of the Official List; and to trading on the Main
Marketbecoming effective in accordance with the Listing Rules
and the admission and disclosure standards of the London Stock
Exchange
|
"Announcement"
|
this announcement (including the Appendices
which forms part of this announcement)
|
"Articles"
|
the articles of association of the Company as
adopted and in force from time to time
|
"Bookbuild"
|
the accelerated bookbuilding to be conducted by
the Bookrunner pursuant to the Placing Agreement and this
Announcement
|
"Bookrunner"
|
Zeus Capital
|
"Business
Day"
|
any day on which banks are usually open for
business in England and Wales for the transaction of sterling
business, other than a Saturday, Sunday or public
holiday
|
"Company" or "DGI"
|
DG Innovate plc, a company incorporated in
England and Wales under the Companies Act 2006 with registered
number 04006413 and having its registered office at 15 Victoria
Mews Cottingley Business Park, Mill Field Road, Bingley, England,
BD16 1PY
|
"CREST" or "CREST
system"
|
the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the operator (as
defined in those regulations)
|
"CREST
Regulations"
|
the Uncertificated Securities Regulations 2001
(SI2001/3755)
|
"Directors" or "Board"
|
the directors of the Company or any duly
authorised committee thereof
|
"EEA"
|
the European Economic Area, comprising the
European Union, Iceland, Liechtenstein and Norway and "Member State" shall be construed
accordingly
|
"Enlarged
Issued Share Capital"
|
the Ordinary Shares which shall be in issue
immediately following Admission
|
"Euroclear"
|
Euroclear UK & International Limited, the
operator of CREST
|
"EUWA"
|
the European Union (Withdrawal) Act 2018, as
amended
|
"Existing
Ordinary Shares"
|
the 12,187,984,954 Ordinary Shares in
issue at the date of this Announcement
|
"FCA"
|
the Financial Conduct Authority
|
"FSMA"
|
the Financial Services and Markets Act 2000, as
amended
|
"Issue
Price"
|
0.08 pence per Placing Share
|
"Listing
Rules"
|
means the UK Listing Rules made by the FCA under
FSMA;
|
"London Stock
Exchange"
|
London Stock Exchange plc
|
"Long Stop
Date"
|
8.00 a.m. on 31 January
2024
|
"Main
Market"
|
the Main Market of the London Stock Exchange
|
"MAR" or
the "Market Abuse
Regulation"
|
the Market Abuse Regulation (2014/596/EU) as it
forms part of UK domestic law pursuant to the EUWA
|
"Material
Adverse Change"
|
any substantial change in any national or
international political, military, diplomatic, economic, financial
or market conditions (including disruption to trading on any
relevant stock exchange) or currency exchange rates or exchange
controls or any statutory or regulatory matter which, in the
opinion of the Bookruner, would have or be likely to have a
material and adverse effect on the Placing or otherwise render the
Placing temporarily or permanently impracticable or
inadvisable
|
"Official
List"
|
the Official List maintained by the FCA
(and in the context of the Company means the Equity Shares
(Transition) category)
|
"Ordinary
Shares"
|
Ordinary Shares
of £0.001 each in the capital of the
Company
|
"Placee" or
"Placees"
|
any person or persons subscribing for and/or
purchasing Placing Shares pursuant to the Placing
|
"Placing"
|
the placing of the Placing Shares at the Issue
Price by the Bookrunner on behalf of the Company pursuant to the
Placing Agreement
|
"Placing
Agreement"
|
the agreement dated 10 December
2024 between the Company and Zeus Capital relating to the
Placing
|
"Placing
Shares"
|
the new Ordinary Shares to be issued pursuant
to the Placing, the number of which will be announced by the
Company on completion of the Bookbuild
|
"Prospectus
Regulation"
|
Regulation (EU) 2017/1129 of the European
Parliament and Council of 14 June 2017 and any relevant
implementing measures in any Member State of the European Economic
Area, as it forms part of UK law by virtue of the EUWA
(as amended and supplemented from time to time)
|
"Prospectus
Regulation Rules"
|
the prospectus regulation rules made by the FCA
pursuant to sections 73(A) of the FSMA, as amended or reissued from
time to time
|
"Publicly
Available Information"
|
any information announced through a Regulatory
Information Service by or on behalf of the Company on or prior to
the date of this Announcement
|
"Qualified
Investors"
|
(a) in respect of persons in any Member
State of the European Economic Area, persons who are qualified
investors (within the meaning of article 2(e) of the Prospectus
Regulation; or (b) in respect of persons in the
UK, persons who are qualified investors (within the
meaning of article 2(e) of the Prospectus Regulation as it
forms part of UK domestic law pursuant to the EUWA, as the case may
be
|
"Regulatory
Information Service"
|
one of the regulatory information services
authorised by the FCA to receive, process and disseminate
regulatory information
|
"Securities
Act"
|
the United States Securities Act of 1933, as
amended
|
"Shareholders"
|
the holders of Ordinary Shares (as the context
requires) at the relevant time
|
"uncertificated" or "in
uncertificated form"
|
recorded on the relevant register of Ordinary
Shares as being held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be transferred by
means of CREST
|
"United
Kingdom" or ''UK"
|
the United Kingdom of Great Britain and
Northern Ireland
|
"United
States" or "US"
|
the United States of America, its territories
and possessions, any state of the United States of America and the
District of Columbia and any other area subject to its
jurisdiction
|
"US
Person"
|
has the meaning set out in Regulation S of the
Securities Act
|
"Zeus
Capital"
|
Zeus Capital Limited a company registered in England
and Wales with company number 04417845 and registered office at 82
King Street, Manchester, M2 6WQ, acting as bookrunner to the
Company in respect of the Placing
|
"£", "pounds
sterling", "pence" or "p"
|
are references to the lawful currency of the
United Kingdom
|
APPENDIX II
Terms and conditions of the
Placing
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES
(TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN
IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW
ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE
PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNER, QUALIFIED
INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I)
QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE
"ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND
THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION
AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN
INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX 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 IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY
JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN 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 (THE
"SECURITIES ACT"), AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT
IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF
AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF SHARES AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR
SHARES.
The distribution of the Terms and
Conditions and/or the Placing and/or issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Bookrunner or any of their respective
affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution
of the Terms and Conditions or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession
these Terms and Conditions come are required by the Company and the
Bookrunner to inform themselves about and to observe any such
restrictions.
The Terms and Conditions or any part
of them are for information purposes only and do not constitute or
form part of any offer to issue or sell, or the solicitation of an
offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state
of the United States and the District of Columbia), Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
In the United Kingdom, the Terms and
Conditions are being directed solely at persons in circumstances in
which section 21(1) of FSMA does not apply.
The relevant clearances have not been, nor will
they be, obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada,
Japan, New Zealand, or South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be
unlawful.
Solely for the purposes of the product
governance requirements contained within the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) 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 investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible
for distribution through all distribution channels as are permitted
by the UK Product Governance Rules (the "UK Target Market
Assessment").
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" and/or "distributor" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) investors who meet
the criteria of professional clients and (b) 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 UK Target Market Assessment
and the EU 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.
Each of the UK Target Market Assessment and the
EU 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 and the EU Target Market Assessment,
the Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties each as defined
under COBS or MiFID II, as applicable.
For the avoidance of doubt, each of the UK
Target Market Assessment and the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS or
MiFID II, as applicable; 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.
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.
These Terms and Conditions apply to persons
making an offer to acquire Placing Shares. Each Placee hereby
agrees with the Bookrunner and the Company to be bound by these
terms and conditions as being the terms and conditions upon which
Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Bookrunner confirms to such
Placee its allocation of Placing Shares.
Upon being notified of its allocation of
Placing Shares, a Placee shall be contractually committed to the
Bookrunner (as agent for the Company) to acquire the number of
Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise
requires, "Placee" means a Relevant Person (including individuals,
funds or others) on whose behalf a commitment to subscribe for or
acquire Placing Shares has been given.
Details of
the Placing Agreement and the Placing Shares
The Bookrunner and the Company have entered
into a Placing Agreement, under which the Bookrunner has, on the
terms and subject to the conditions set out therein, undertaken to
use its reasonable endeavours to procure subscribers for Placing
Shares at the Issue Price. The Placing is not being underwritten by
the Bookrunner or any other person.
The number of Placing Shares will be determined
following completion of the Bookbuild as set out in this
Announcement. The timing of the closing of the Bookbuild, the
number of Placing Shares and allocations are at the discretion of
the Bookrunner, following consultation with the Company.
Allocations will be confirmed orally or by email by the Bookrunner
following the close of the Bookbuild. A further announcement
confirming these details will then be made as soon as practicable
following completion of the Bookbuild.
The Placing Shares will, when issued, be
subject to the Articles, will be credited as fully paid and
rank pari
passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing
Shares.
Subject to admission, the Placing Shares
will trade on the Main Market under the trading symbol DGI with
ISIN GB00BYQD5059
Application
for admission to trading on the Main Market
Application will be made to the London Stock
Exchange for admission to trading on the Main Market of the Placing
Shares. It is expected that subject to the passing of the
Resolutions, settlement of any such shares and Admission will
become effective on or around 8.00 a.m. on 17 December
2024 and that dealings in the Placing Shares will
commence at that time.
Bookbuild
The Bookrunner will today commence an
accelerated bookbuilding process to determine demand for
participation in the Placing by potential Placees at the Issue
Price. 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 Bookrunner and the Company shall be
entitled to effect the Placing by such alternative method to the
Bookbuild as it may, in its sole discretion, determine.
The principal terms of the Placing are as
follows:
1. The Bookrunner is arranging the
Placing as agent for, and sole bookrunner of, the
Company.
2. Participation in the Placing is
only available to persons who are lawfully able to be, and have
been, invited to participate by the Bookrunner.
3. The Bookbuild, if successful,
will establish the number of Placing Shares to be issued at the
Issue Price, which will be determined by the Bookrunner, in
consultation with the Company, following completion of the
Bookbuild. The number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
4. To bid in the Bookbuild,
prospective Placees should communicate their bid by telephone to
their usual contact at the Bookrunner. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for or purchase at the Issue Price. Bids may be scaled
down by the Bookrunner on the basis referred to in paragraph
8 below.
5. The timing of the closing of the
Bookbuild will be at the discretion of the Bookrunner. The Company
reserves the right to reduce or seek to increase the amount to be
raised pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing
Shares will be determined by the Bookrunner, following consultation
with the Company. Each Placee's allocation will be confirmed to
Placees orally, or by email, by the Bookrunner following the close
of the Bookbuild and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. Oral or emailed
confirmation from the Bookrunner will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of the Bookrunner and the Company,
under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Issue Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Articles. Except with the
Bookrunner's consent, such commitment will not be capable of
variation or revocation.
7. The Company will make a further
announcement following the close of the Bookbuild detailing the
number of Placing Shares to be issued at the Issue
Price.
8. Subject to paragraphs
4 and 5 above, the
Bookrunner may choose not to accept bids and/or to accept bids,
either in whole or in part, on the basis of allocations determined
at its discretion (after consultation with the Company) and may
scale down any bids for this purpose on such basis as it may
determine. The Bookrunner may also, notwithstanding
paragraphs 4 and 5
above, subject to the prior consent of the Company, allocate
Placing Shares after the time of any initial allocation to any
person submitting a bid after that time.
9. A bid in the Bookbuild will be
made on the terms and subject to the conditions in the Announcement
(including this Appendix) and will be legally binding on the Placee
on behalf of which it is made and, except with the Bookrunner's
consent, will not be capable of variation or revocation from the
time at which it is submitted.
10. Except as required by law or
regulation, no press release or other announcement will be made by
the Bookrunner 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.
11. 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".
12. All obligations of the Bookrunner
under the Placing will be subject to fulfilment of the conditions
referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under
"Right to terminate under the Placing Agreement".
13. By participating in the Placing, each
Placee agrees that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below,
will continue notwithstanding the Business Transfer, and will not
be capable of rescission or termination by the Placee.
14. To the fullest extent permissible by
law and the applicable rules of the FCA, neither the Bookrunner,
nor any of its 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 whether or not a
recipient of these terms and conditions) in respect of the Placing.
In particular, neither the Bookrunner, nor any of its respective
affiliates, agents, directors, officers or employees shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunner's conduct of the
Placing or of such alternative method of effecting the Placing as
the Bookrunner and the Company may determine.
Conditions of
the Placing
The Placing is conditional upon the Placing
Agreement becoming unconditional and not having been terminated in
accordance with its terms.
The Bookrunner's obligations under the Placing
Agreement in respect of the Placing Shares are conditional
on, inter
alia:
1. each of the warranties given by
the Company in the Placing Agreement being true and accurate in all
respects and not misleading on the date of the Placing Agreement
and at Admission;
2. admission of the Placing Shares
becoming effective by no later than 8.00 a.m. on 17 December 2024
(or such later time and / or date as the Company and the Bookrunner
shall agree, not being later than the Long Stop Date);
3. the Company having fully
performed its obligations under the Placing Agreement to the extent
that such obligations fall to be performed prior to admission of
the Placing Shares; and
4. the Placing Agreement not having
been terminated by the Bookrunner in accordance with its
terms.
If: (i) any of the conditions contained in the
Placing Agreement, including those described above, are not
fulfilled or (where applicable) waived by the Bookrunner by the
respective time or date where specified (or such later time or date
as the Bookrunner may notify to the Company, being not later than
the Long Stop Date); (ii) any of such conditions becomes incapable
of being fulfilled; or (iii) 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.
The Bookrunner may, at its discretion and upon
such terms as it thinks fit, waive, or extend the period for
(subject to the Long Stop Date), compliance by the Company with the
whole or any part of any of the Company's obligations in relation
to the conditions in the Placing Agreement save that the condition
relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither the Bookrunner, the Company nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and, by participating in the Placing, each Placee agrees
that any such decision is within the absolute discretion of the
Bookrunner.
Right to
terminate the Placing Agreement
The Bookrunner is entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to
the Company in certain circumstances, including, inter alia, if before
Admission:
1. any of the warranties given in
the Placing Agreement are not true and accurate and not misleading
when given at the date of the Placing Agreement or would not be
true and accurate or would be misleading if they were repeated on
Admission;
2. the Company is in breach of any
of its material obligations under the Placing Agreement, or with
the requirements of any applicable laws or regulations in relation
to the Placing;
3. there has been a Material
Adverse Change; or
4. any event of force majeure
occurs which, in the good faith opinion of the Broker, would
prevent any party from performing its obligations under this
agreement.,
The rights and obligations of the Placees will
not be subject to termination by the Placees or any prospective
Placees at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by the Bookrunner of
any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunner
and that the Bookrunner need not make any reference to Placees in
this regard and that neither the Bookrunner nor any of its
respective affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
Each Placee, by accepting a participation in
the Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has not relied on any other information (other than the Publicly
Available Information), representation, warranty, or statement made
by or on behalf of the Company or the Bookrunner or any other
person and neither the Bookrunner, the Company nor any other person
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 and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Bookrunner, the Company or their respective officers, directors,
employees or agents. 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. Neither the Company nor the Bookrunner are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own solicitor, tax
adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration
and Settlement
Following closure of the Bookbuild, each Placee
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with the
Bookrunner, stating the number of Placing Shares allocated to it at
the Issue Price, the aggregate amount owed by such Placee (in
pounds sterling).
Each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is
completed as directed by the Bookrunner in accordance with the
standing CREST settlement instructions which they have in place
with the Bookrunner.
Settlement of transactions in the Placing
Shares (ISIN: GB00BYQD5059) following Admission will take
place within CREST provided that, subject to certain exceptions,
the Bookrunner reserves the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means that it deems necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement will take place
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(s) in accordance with the
arrangements set out above at the rate of 4 percentage points above
the prevailing SONIA rate as determined by the
Bookrunner.
Each Placee is deemed to agree that, if it does
not comply with these obligations, the Bookrunner 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 Bookrunner's account
and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify
the Bookrunner on demand 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 securities transfer tax (together with
any interest or penalties) 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 Bookrunner such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Bookrunner
lawfully takes in pursuance of such sale. Legal and/or beneficial
title in and to any Placing Shares shall not pass to the relevant
Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a
custodian or settlement agent, Placees should ensure that the form
of confirmation 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 or securities transfer tax. Neither the Bookrunner
nor the Company will be liable in any circumstances for the payment
of stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further
Terms
By participating in the Placing, each Placee
(and any person acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Bookrunner for themselves
and on behalf of the Company:
1. that it has read and understood
this Announcement, including this Appendix, in its entirety and
that its subscription for or purchase of Placing Shares is subject
to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2. that its obligations are
irrevocable and legally binding and shall not be capable of
rescission or termination by it in any circumstances;
3. that the exercise by the
Bookrunner of any right or discretion under the Placing Agreement
shall be within the absolute discretion of the Bookrunner and the
Bookrunner need not have any reference to it and shall have no
liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Bookrunner or the Company, or any
of their respective officers, directors, employees agents or
advisers, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4. that these terms and conditions
represent the whole and only agreement between it, the Bookrunner
and the Company in relation to its participation in the Placing and
supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, each Placee, in
accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the
Company or any of its subsidiaries or any of the Placing Shares
other than as contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that neither the Company, the Bookrunner
nor any of their respective officers, directors or employees will
have any liability for any such other information, representation
or warranty, express or implied;
5. that in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation and Article 5(1)
of the Prospectus Regulation (as it forms part of domestic UK law
pursuant to the EUWA), (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Regulation or the UK, respectively, other than
Qualified Investors or in circumstances in which the prior consent
of the Bookrunner has been given to the offer or resale; or (ii)
where Placing Shares have been acquired by it on behalf of persons
in any member state of the EEA, or the UK respectively, other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation or the Prospectus
Regulation (as it forms part of domestic UK law pursuant to the
EUWA) (as the case may be) as having been made to such
persons;
6. that neither it nor, as the case
may be, its clients expect the Bookrunner to have any duties or
responsibilities to such persons similar or comparable to the
duties of "best execution" and "suitability" imposed by the FCA's
Conduct of Business Source Book, and that the Bookrunner is not
acting for it or its clients, and that the Bookrunner will not be
responsible for providing the protections afforded to customers of
the Bookrunner or for providing advice in respect of the
transactions described herein;
7. that it has made its own
assessment of the Placing Shares and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and that it
shall not be entitled to rely upon any material regarding the
Placing Shares or the Company (if any) that the Bookrunner or the
Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
has provided, other than the information in this Announcement and
the Publicly Available Information; nor has it requested any of the
Bookrunner, the Company or any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such
information;
8. that it is: (i) located outside
the United States and is not a US Person as defined in Regulation S
under the Securities Act ("Regulation S") and is subscribing for
and/or purchasing the Placing Shares only in "offshore
transactions" as defined in and pursuant to Regulation S, and (ii)
it is not subscribing for and/or purchasing Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or by means of any form of "general solicitation" or "general
advertising" as such terms are defined in Regulation D under the
Securities Act;
9. that the Placing Shares have not
been and will not be registered under the Securities Act, or under
the securities legislation of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States
and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States except in compliance with the registration
requirements of the Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom and that in
Australia, the Placing Shares may not be directly or indirectly
offered for subscription or purchased or sold, and no invitations
to subscribe for, or buy, the Placing Shares may be issued, and no
draft or definitive offering memorandum, advertisement or other
offering material relating to any Placing Shares may be
distributed, received or published in Australia, except where
disclosure to investors is not required under Chapters 6D and 7 of
the Corporations Act 2001 of the Commonwealth of Australia or is
otherwise in compliance with all applicable Australian laws and
regulations;
10. that the Company will publish
a Prospectus in connection with Admission in due course and the
Placee's agreement to subscribe for Placing Shares under the
Placing is not by way of acceptance of any public offer made by the
Company under the Prospectus Regulation but is by way of a
collateral contract subject to the terms and conditions in this
Appendix. As such, it does not entitle Placees to withdraw after
the Company publishes the Prospectus (including any supplementary
prospectus) in connection with Admission and the Placee will not
have any rights of withdrawal under Article 23 of the Prospectus
Regulation;
11. that the only information on which it
is entitled to rely on and on which it has relied in committing to
subscribe for the Placing Shares is contained in this Announcement
and the Publicly Available Information, such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on
this Announcement and the Publicly Available Information
only;
12. that neither the Bookrunner or the
Company or any of their respective affiliates, agents, directors,
officers or employees has made any representation or warranty to
it, express or implied, with respect to the Company, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information;
13. that, unless specifically agreed with
the Bookrunner, it is not and was not acting on a non-discretionary
basis for the account or benefit of a person located within the
United States or any US Person at the time the undertaking to
subscribe for and/or purchase Placing Shares was given and it is
not acquiring Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution, directly or indirectly,
of any Placing Shares into the United States or to any US Person
and it will not reoffer, resell, pledge or otherwise transfer the
Placing Shares except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and otherwise in accordance with any applicable
securities laws of any state or jurisdiction of the United
States;
14. that it is not a national or resident
of Australia, Canada, New Zealand, the Republic of South Africa or
Japan or a corporation, partnership or other entity organised under
the laws of Australia, Canada, New Zealand, the Republic of
South Africa or Japan and that it will not (unless an exemption
under the relevant securities laws is applicable) offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Australia, Canada, New Zealand, the Republic of
South Africa or Japan or to or for the benefit of any person
resident in Australia, Canada, New Zealand, the Republic of South
Africa or Japan and each Placee acknowledges that the relevant
clearances or exemptions are not being obtained from the Securities
Commission of any province or territory of Canada, that no
prospectus has been or will be lodged with, filed with or
registered by the Australian Securities and Investments Commission,
the Securities Commission of New Zealand, the Japanese Ministry of
Finance or the South African Reserve Bank and that the Placing
Shares are not being offered for sale and may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, Canada, New Zealand, the
Republic of South Africa, Japan or any other jurisdiction in which
such offer, sale, resale or delivery would be unlawful;
15. that it does not have a registered
address in, and is not a citizen, resident or national of, any
jurisdiction in which it is unlawful to make or accept an offer of
the Placing Shares and it is not acting on a non-discretionary
basis for any such person;
16. that it has not, directly or
indirectly, distributed, forwarded, transferred or otherwise
transmitted, and will not, directly or indirectly, distribute,
forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to
any persons within the United States or to any US
Persons;
17. that it is entitled to subscribe for
and/or purchase Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all governmental and other consents which may be
required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may
result in the Company or the Bookrunner or any of their respective
directors, officers, employees or agents acting in breach of any
regulatory or legal requirements of any territory in connection
with the Placing or its acceptance;
18. that it has obtained all necessary
consents and authorities to enable it to give its commitment to
subscribe for and/or purchase the Placing Shares and to perform its
subscription and/or purchase obligations;
19. that where it is acquiring Placing
Shares for one or more managed accounts, it is authorised in
writing by each managed account: (a) to acquire the Placing Shares
for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the Announcement of which it forms
part; and (c), if applicable, to receive on its behalf any
investment letter relating to the Placing in the form provided to
it by the Bookrunner;
20. that it is either: (a) a person of a
kind described in paragraph 5 of Article 19 (persons having
professional experience in matters relating to investments and who
are investment professionals) of the Order; or (b) a person of a
kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or
trusts or their respective directors, officers or employees) of the
Order; or (c) a person to whom it is otherwise lawful for this
Announcement to be communicated and in the case of (a) and (b)
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
21. that, unless otherwise agreed by the
Bookrunner, it is a Qualified Investor;
22. that, unless otherwise agreed by the
Bookrunner, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA's Conduct
of Business Sourcebook and it is purchasing Placing Shares for
investment only and not with a view to resale or
distribution;
23. that 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. that any money held in an account
with the Bookrunner (or its nominee) on its behalf and/or any
person acting on its behalf will not be treated as client money
within the meaning of the rules and regulations of the FCA. Each
Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a
consequence, this money will not be segregated from the
Bookrunner's (or its nominee's) money in accordance with such
client money rules and will be used by the Bookrunner in the course
of its own business and each Placee will rank only as a general
creditor of the Bookrunner;
25. that it will (or will procure that
its nominee will) if applicable, make notification to the Company
of the interest in its Ordinary Shares in accordance with the
Articles (which incorporate the requirements of Chapter 5 of the
Disclosure Guidance and Transparency Rules of the FCA);
26. that it is not, and it is not acting
on behalf of, a person falling within subsections (6), (7) or (8)
of sections 67 or 70 respectively or subsections (2) and (3) of
section 93 or subsection (1) of section 96 of the Finance Act
1986;
27. that it will not deal or cause or
permit any other person to deal in all or any of the Placing Shares
which it is subscribing for and/or purchasing under the Placing
unless and until Admission becomes effective;
28. that it appoints irrevocably any
director of the Bookrunner as its agent for the purpose of
executing and delivering to the Company and/or its registrars any
document on its behalf necessary to enable it to be registered as
the holder of the Placing Shares;
29. that the Announcement does not
constitute a securities recommendation or financial product advice
and that neither the Bookrunner nor the Company has considered its
particular objectives, financial situation and needs;
30. that it has sufficient knowledge,
sophistication and experience in financial, business and investment
matters as is required to evaluate the merits and risks of
subscribing for or purchasing the Placing Shares and is aware that
it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able
to sustain, a complete loss in connection with the
Placing;
31. that it will indemnify and hold the
Company and the Bookrunner and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the Company and the Bookrunner will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no
longer true or accurate, the Placee shall promptly notify the
Bookrunner and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to
this Announcement (including this Appendix) are given to the
Bookrunner for itself and on behalf of the Company and will survive
completion of the Placing and Admission;
32. that time shall be of the essence as
regards obligations pursuant to this Appendix;
33. that it is responsible for obtaining
any legal, financial, tax and other advice that it deems necessary
for the execution, delivery and performance of its obligations in
accepting the terms and conditions of the Placing, and that it is
not relying on the Company or the Bookrunner to provide any legal,
financial, tax or other advice to it;
34. that all dates and times in this
Announcement (including this Appendix) may be subject to amendment
and that the Bookrunner shall notify it of such
amendments;
35. that (i) it has complied with its
obligations under the Criminal Justice Act 1993 and MAR, (ii) in
connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism
Act 2006 and the Money Laundering and Terrorist Financing
Regulations 2019 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury or the United States Department
of State; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment
on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which the
Bookrunner may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Bookrunner on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be subscribed
for and/or purchased by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as the Bookrunner
may decide in its absolute discretion;
36. that it will not make any offer to
the public within the meaning of the Prospectus Regulation of those
Placing Shares to be subscribed for and/or purchased by
it;
37. that it will not distribute any
document relating to the Placing Shares and it will be acquiring
the Placing Shares for its own account as principal or for a
discretionary account or accounts (as to which it has the authority
to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement
with any person to sell, pledge, transfer or grant a participation
therein to such person or any third person with respect of any
Placing Shares; save that if it is a private client stockbroker or
fund manager it confirms that in purchasing the Placing Shares it
is acting under the terms of one or more discretionary mandates
granted to it by private clients and it is not acting on an
execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;
38. that it acknowledges that these terms
and conditions and any agreements entered into by it pursuant to
these terms and conditions shall be governed by and construed in
accordance with the laws of England and Wales 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 the Company or the
Bookrunner in any jurisdiction in which the relevant Placee is
incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock
exchange;
39. that any documents sent to Placees
will be sent at the Placees' risk. They may be sent by post to such
Placees at an address notified to the Bookrunner;
40. that the Bookrunner owes no fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement;
41. that the Bookrunner or its respective
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares;
42. That, except in relation to the
Admission, no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
43. that if it has received any
confidential price sensitive information concerning the Company in
advance of the publication of this Announcement, it has not: (i)
dealt in the securities of the Company; (ii) encouraged, required,
recommended or induced another person to deal in the securities of
the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available.
The Company, the Bookrunner and their
respective affiliates will rely upon the truth and accuracy of each
of the foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bookrunner for themselves and
on behalf of the Company and are irrevocable.
The provisions of this Appendix may be waived,
varied or modified as regards specific Placees or on a general
basis by the Bookrunner.
The agreement to settle a Placee's subscription
and/or purchase (and/or the subscription of a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty
reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes that the
Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company or the Bookrunner
will be responsible, and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Bookrunner in the
event that any of the Company and/or the Bookrunner have incurred
any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify
the Bookrunner accordingly.
In addition, Placees should note that they will
be liable for any stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the
agreement by them to subscribe for or purchase any Placing
Shares.
All times and dates in this Announcement
(including the Appendices) may be subject to amendment. The
Bookrunner shall notify the Placees and any person acting on behalf
of the Placees of any changes.
This Announcement has been issued by, and is
the sole responsibility, of the Company. No representation or
warranty express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or by any of its respective affiliates
or agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly
disclaimed.