TIDMEBQ
RNS Number : 4880G
Ebiquity PLC
30 March 2022
30 March 2022
THIS ANNOUNCEMENT (INCLUDING THE APPIX), ANY COPY OF IT, AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR
PUBLICATION, DISTRIBUTION, RELEASE, TRANSMISSION OR FORWARDING
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY
OF THOSE JURISDICTIONS). PLEASE SEE THE IMPORTANT NOTICES AT THE OF
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARE IN THE CAPITAL OF THE
COMPANY IN THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA OR JAPAN (OR TO ANY PERSONS IN ANY OF THOSE
JURISDICTIONS). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED
("MAR").
Ebiquity Plc
Proposed Acquisition of MediaPath Network AB
and
Proposed Placing of GBP15.0 million
Ebiquity plc ("Ebiquity" or the "Company"), a world leader in
media investment analysis, is pleased to announce the proposed
acquisition of Media Path Network AB ("MediaPath"), a Swedish-based
multi-national media consultancy, for a consideration of GBP15.5
million ("MediaPath Acquisition"). In order to finance the
MediaPath Acquisition, to accelerate organic and inorganic growth
of the enlarged business and to strengthen its balance sheet, the
Company intends to carry out a placing of new ordinary shares
("Ordinary Shares") of GBP15.0 million (the "Placing Shares") at a
price of 53.0 pence per share (the "Placing Price") (the
"Placing").
The MediaPath Acquisition follows the acquisition of Media
Management, LLC ("MML"), a US-focused media audit specialist, for
an initial consideration of GBP6.1 million(1) with a deferred
consideration element payable in 2025 ("MML Acquisition") (together
with the MediaPath Acquisition and the Placing (the "Transaction"))
announced earlier today.
The Placing is subject to the terms and conditions set out in
this announcement and the appendix to it (the "Appendix")
(together, the "Announcement") and is being conducted by way of an
accelerated bookbuild that will be launched immediately following
the publication of this Announcement. Panmure Gordon (UK) Limited
("Panmure Gordon") is acting as sole bookrunner in connection with
the Placing.
The Placing will comprise a minimum of 28,301,886 Placing
Shares, representing approximately 34.0% of the existing issued
share capital of the Company. The Placing is conditional upon the
passing of certain resolutions at a general meeting. The Company
intends to publish a Circular and Notice of General Meeting
shortly.
Transaction Highlights:
-- Significant value creation for Shareholders : the Transaction
is expected to be accretive to earnings per share prior to the
realisation of any synergies for the current financial year to 31
December 2022 and beyond(2) . Ebiquity believes that it will be
able to generate meaningful synergies from the acquisitions and
that there will be benefits to the Ebiquity Group of integrating
MediaPath and MML simultaneously into the existing business.
-- An opportunity to accelerate growth in a consolidating
market: the Acquisitions will enable the Company to extend its
reach to more international and US corporate advertisers enabling
analysis and advice across a large, growing, and complex global
advertising market worth US$780 billion(3) . On a pro forma basis,
the Enlarged Group would have had FY2021 revenues of GBP74.8
million and operating profit of GBP7.3 million (4) . The Ebiquity
Group's business in the US would also be immediately scaled with
revenue of GBP10.7 million in FY2021 on a pro forma basis(4) . The
Board expects the Acquisitions to deliver meaningful margin
expansion and improved operational efficiency for the Enlarged
Group through MediaPath's proprietary technology platform and MML's
cost synergies that can deliver significant economies of scale.
-- Balanced financing approach: the total initial consideration
of GBP23.6 million(5) is payable for the Acquisitions and the
Transaction expenses. The Board has taken a balanced approach to
finance the Transaction through a mixture of consideration shares
to be issued to vendors of MediaPath and cash consideration to be
satisfied from existing cash resources, drawdown from the Extended
RCF and the proceeds of the Placing. The Company's cash position
was GBP13.1 million at FY2021 year end and the Board believes using
GBP7.7 million to finance the Acquisitions will create a valuable
return for Shareholders. The Board expects the Company's leverage
ratio to reduce to below 1.0x by the end of the current financial
year to 31 December 2022. The Company expects to have sufficient
cash headroom in 2025 to satisfy the deferred consideration for MML
expected to be at least GBP3.0 million(6) .
-- Placing: gross proceeds of GBP15.0 million are intended to be
raised through the issue of 28,301,886 Placing Shares at the
Placing Price. Rob Woodward, Nick Waters, Alan Newman and Richard
Nichols intend to commit a total of GBP75,000 to the Placing.
Overview of MediaPath
MediaPath is a technology-driven multi-national media
consultancy founded in Stockholm, Sweden in 2008 by Susanne Elias.
The MediaPath Group specialises in performance measurement,
benchmarking and pitch management delivered through a proprietary
technology platform. It operates through a globally distributed
model and has 45 team members across 12 countries that operate
remotely. The MediaPath Group has an international client list such
as ABInBev, Disney, Heineken, KraftHeinz, Pandora, Sky, JPMorgan
Chase & Co and McDonalds. The founder, Susanne Elias has 24
years of experience operating in the media space and will join the
Ebiquity executive leadership team as Chief Business Integration
Officer on completion of the MediaPath Acquisition.
In the financial year ended 31 December 2021, the MediaPath
Group generated revenue of GBP6.3 million with year-on-year growth
of c.14% and improved operating profit of GBP1.8 million with
operating profit margin of 29.1% (7) . As at 31 December 2021, the
MediaPath Group had gross assets of GBP2.6 million (7) .
MediaPath Acquisition rationale
The Board believes that there is a strong strategic and
financial rationale for the MediaPath Acquisition. MediaPath's
blue-chip international client roster with long relationships will
be additive to Ebiquity's existing client base through focused
access to MediaPath's client base for Ebiquity Digital Media
Solutions portfolio and complementary service offering focused on
Media Management and Performance Service lines. MediaPath's
experienced management team will join Ebiquity's existing senior
team sharing the vision of building an enlarged, global business
and will together develop the integration plan for the business.
The implementation of MediaPath's proprietary technology platform
will deliver economies of scale and greater efficiencies of
delivery groupwide.
MediaPath Consideration
The total consideration for the MediaPath Acquisition is GBP15.5
million payable on completion. Of the GBP15.5 million total
consideration, 75% (c.GBP11.6 million) is payable in cash and 25%
(c.GBP3.9 million) is payable in equity. The cash consideration of
c.GBP11.6 million will be funded from: c.GBP8.5 million net Placing
proceeds, c.GBP1.5 million from additional debt drawdown from the
Extended RCF and GBP1.6 million from the Company's existing cash
resources. The equity consideration of GBP3.9 million will be
funded through the issue of 6,919,642 new Ordinary Shares to the
MediaPath Vendors, which has been calculated (rounded down to the
nearest whole number) by reference to the middle market quotations
for the Ordinary Shares as shown by the AIM Appendix of the Daily
Official List of the London Stock Exchange for the five Business
Days prior to the date of this Announcement.
Under the MediaPath Acquisition Agreement, each of the MediaPath
Vendors that together will hold, in total, 100% of the MediaPath
Consideration Shares following the completion of the MediaPath
Acquisition, have undertaken, save in limited circumstances, not to
dispose of any of their interests in the MediaPath Consideration
Shares at any time prior to the 24 month anniversary of the
MediaPath Acquisition Agreement. In addition, in order to ensure an
orderly market in the Ordinary Shares, the MediaPath Vendors have
further undertaken that for a further period of 12 months
afterwards they would not, save in limited circumstances, deal or
otherwise dispose of any such interests in the MediaPath
Consideration Shares other than through Panmure Gordon (or such
other broker appointed by the Company from time to time).
The MediaPath Acquisition is conditional, among other things, on
the Company obtaining approval from its Shareholders to grant the
Board authority to allot the Placing Shares and the MediaPath
Consideration Shares and to disapply statutory pre-emption rights
which would otherwise apply to the allotment of the Placing Shares
and the MediaPath Consideration Shares.
For the purposes of compliance with Swedish banking laws,
ownership of MediaPath will be transferred to the Company's
subsidiary, Ebiquity Associates Limited, within 30 days of
Completion.
MediaPath and MML integration plan
The Company has designed a plan for the integration of the
MediaPath and MML acquisitions to ensure the successful transition
of teams and clients into the Enlarged Group and for a timely
release of synergies. The MediaPath integration will be led by
Ebiquity's global management team consisting of Nick Waters (CEO),
Alan Newman (CFO) and Susanne Elias (Founder of MediaPath; to
become Chief Business Integration Officer on completion of the
Transaction). The MML integration will be managed by Ebiquity's US
management team headed by Paul Williamson (MD of Ebiquity's current
North American business) and Thomas Bridge (founder and current CEO
of MML).
-- First 30 days: the integration plan of both acquisitions is
expected to consist of communication to staff, key management
appointments, implantation of the new organisation structure,
rationalisation of the IT infrastructure and a re-brand to
Ebiquity. The integration of MediaPath is also expected to realise
immediate cost synergies.
-- First 90 days: the integration plan of both acquisitions is
expected to involve key client account planning to identify
cross-sell opportunities and to begin product and service portfolio
alignment. The MediaPath integration will also involve
transitioning the first Ebiquity clients to the new technology
platform for MML and the development of a plan to migrate the
remaining clients to the new platform over time. In addition, the
MML integration is expected to eliminate duplicate roles and aims
to renegotiate third party data contracts to realise early
synergies.
-- First 180 days: product and service portfolio alignment is
expected to be completed in the first 180 days for both
acquisitions. In relation to MediaPath it is also expected that the
first wave of Ebiquity clients will have transitioned onto the new
platform and as a result headcount will have reduced. The MML
integration is also expected to include the adoption of MML's
proprietary technology to enable efficiency gains and the
consolidation of support functions to reduce overheads.
Enlarged Group, expected synergies and value creation
On a pro forma basis, the Enlarged Group would have had FY2021
revenues of GBP74.8 million and operating profit of GBP7.3 million
(4) . The Ebiquity Group's business in the US would also be
immediately scaled with revenue of GBP10.7 million in FY2021 on a
pro forma basis (4) .
With its increased scale, the Enlarged Group will continue to
service an increasingly complex and global advertising market of
US$780 billion(3) (with its increasing demand from major brand
owners for independent, objective analysis and advice. The Board
strongly believes that Ebiquity is a preferred buyer in the global
market and is a strong cultural fit with the acquired teams for
both MediaPath and MML acquisitions. It is expected that the
integrated leadership team of the Enlarged Group's business will
have a shared client-focused approach and shared values to bring
transparency to the opaque media buying market.
The Board also expects the Acquisitions to deliver meaningful
margin expansion and improved operational efficiency for the
Enlarged Group through MediaPath's leading technology platform and
MML's cost synergies that can deliver significant economies of
scale. The Directors believe that the benefits of integrating both
businesses with Ebiquity are expected to yield annual recurring
pre-tax cost synergies of c.GBP5.0 million by the end of 2025 for
the Enlarged Group. The Enlarged Group also expects to further
benefit from product cross-sell opportunities resulting from
integration of the businesses and that there will be benefits to
the Ebiquity Group of integrating MediaPath and MML simultaneously
into the existing business.
The Transaction is expected to be accretive to earnings per
share(2) prior to the realisation of any revenue or cost synergies
for the current financial year to 31 December 2022 and beyond.
GMP365 Platform
Connected to the MediaPath Acquisition, the Company has entered
into heads of terms with GMP Systems AB (provider of GMP365) in
relation to a new technology partnership agreement. The Board
expects that the full technology partnership agreement will be
entered into on or before completion of the MediaPath Acquisition
and will include updated licensing terms, providing Ebiquity with
an exclusive, global and perpetual licence to use the MediaPath
Premium Services as well as enhanced data, security and commercial
rights.
Details of the Placing
The Company proposes to raise approximately GBP15.0 million
through the issue of the Placing Shares at the Placing Price, which
represents a discount of 8.6% to the closing middle market price of
58.0 pence per Ordinary Share on 29 March 2022, being the latest
practicable date prior to the publication of this Announcement.
Of the gross proceeds of the Placing of GBP15.0 million, GBP8.5
million will be used to fund the cash consideration element of the
MediaPath Acquisitions, and the balance to accelerate organic and
inorganic growth of the enlarged business, to strengthen its
balance sheet and for transaction fees and expenses.
Settlement and dealings
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. It is
expected that admission of the Placing Shares and MediaPath
Consideration Shares (the "New Ordinary Shares") will become
effective at 8.00 am on or around 20 April 2022 (the
"Admission").
The New Ordinary Shares will, when issued, rank equally in all
respects with the Existing Ordinary Shares including the right to
receive dividends and other distributions declared following
Admission.
Expected timetable
2022
Publication of a Circular convening the General 31 March
Meeting
Admission of the MML Shares 8.00 am on 4 April
Completion of the MML Acquisition 4 April
Latest time and date for receipt of Forms 10.00 am on 13 April
of Proxy and CREST voting instructions
General Meeting 10.00 am on 19 April
Admission of the Placing Shares and MediaPath 8.00 am on 20 April
Consideration Shares and completion of the
Placing
Completion of the MediaPath Acquisition Not later than 22
April
Where applicable, expected date for CREST 20 April
accounts to be credited in respect of Placing
Shares in uncertificated form
Where applicable, expected date for despatch 4 May
of definitive share certificates for Placing
Shares in certificated form
Each of the times and dates referred to in this announcement is
subject to change by the Company (with the agreement of Panmure
Gordon), in which case the new times and dates will be notified
through a Regulatory Information Service.
Nick Waters, Chief Executive Officer of Ebiquity, said:
"This milestone is a great step for Ebiquity, and we are
delighted to welcome Susanne and her team to the Ebiquity Group.
MediaPath brings a team of experienced and highly skilled media
specialists, complementary capabilities, an outstanding technology
platform, and a roster of high quality blue chip international
clients. This acquisition unlocks huge potential for our business,
our clients, and our people. The combination of our two teams
creates a formidable breadth and depth of media talent, with global
reach and national market expertise."
Susanne Elias, Founder of MediaPath, said:
"I am really excited about the future prospects for our combined
businesses. Using technology for innovation and delivery of our
services to our clients has been a key driver for us and now
combined with Ebiquity's global reach, broad service offerings as
well as a highly skilled team of media specialists creates stellar
opportunities for our combined business, clients and teams all over
the world.
I am delighted to be joining the Executive Leadership Team at
Ebiquity and look forward to working with them to deliver a
successful integration and realise the value opportunity."
Notes
(1) MML initial consideration of US$8.0m; US$ / GBP exchange
rate assumed rate of $1.3157.
(2) This statement is not intended to be a profit forecast and
should not be interpreted to mean that the earnings per share of
Ebiquity following completion of the Transaction will necessarily
be above or below historical published earnings per share.
(3) Sourced from eMarketer.
(4) Pro forma financials have been prepared for illustrative
purposes only and by their nature addresses a hypothetical
situation and, therefore, do not represent the Company's actual
financial performance. It is assumed that the acquisition has taken
place on 1 January 2021.
(5) Total initial consideration for the acquisitions of both MML
(GBP6.1m) and MediaPath (GBP15.5m) and estimated fees and expenses
of the Transaction (GBP2.0m).
(6) MML deferred consideration expected to be at least US$4.0m;
US$ / GBP exchange rate assumed of $1.3157.
(7) Financial year to 31 December 2021; FX of SEK11.5;
calculated on a normalised basis - adjusted primarily for minor
non-recurring costs and an accounting adjustment.
Market abuse regulation
This Announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/201 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR"). Upon the publication of this announcement via a Regulatory
Information Service this inside information is now considered to be
in the public domain.
The person responsible for arranging release of this
Announcement on behalf of the Company is Alan Newman, Chief
Financial Officer and Chief Operating Officer of the Company.
Ebiquity plc +44 20 7650 9600
Nick Waters, CEO
Alan Newman, CFO & COO
Camarco
Ben Woodford +44 7990 653 341
Geoffrey Pelham-Lane +44 7733 124 226
Panmure Gordon (Financial Adviser, Nomad and
Broker) +44 20 7886 2500
Alina Vaskina / Harriette Johnson / Dougie
McLeod (Corporate Advisory)
Charles Leigh-Pemberton / Sam Elder (Corporate
Broking)
About Ebiquity plc
Ebiquity plc (LSE AIM: EBQ) is a world leader in media
investment analysis. It harnesses the power of data to provide
independent, fact-based advice, enabling brand owners to perfect
media investment decisions and improve business outcomes. Ebiquity
is able to provide independent, unbiased advice and solutions to
brands because we have no commercial interest in any part of the
media supply chain.
We are a data-driven solutions company helping brand owners
drive efficiency and effectiveness from their media spend,
eliminating wastage and creating value. We provide analysis and
solutions through five Service Lines: Media management, Media
performance, Marketing effectiveness, Technology advisory, Contract
compliance.
Ebiquity's clients are served by more than 500 media specialists
operating from 19 offices covering 80% of the global advertising
market.
The Company has the most comprehensive, independent view of
today's global media market, analysing US$55bn of media spend from
75 markets annually, including trillions of digital media
impressions. Our Contract Compliance division, FirmDecisions,
audits US$40bn of contract value annually.
As a result, more than 70 of the world's top 100 advertisers
today choose Ebiquity as their trusted independent media
advisor.
For further information, please visit: www.ebiquity.com
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN
OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARE IN THE CAPITAL OF THE
COMPANY IN THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA OR JAPAN (OR TO ANY PERSONS IN ANY OF THOSE
JURISDICTIONS). THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
IMPORTANT NOTICES
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
NO PROSPECTUS WILL BE MADE AVAILABLE IN CONNECTION WITH THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS
REQUIRED (IN ACCORDANCE WITH THE EU PROSPECTUS REGULATION OR UK
PROSPECTUS REGULATION) TO BE PUBLISHED. MEMBERS OF THE PUBLIC ARE
NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT,
INCLUDING THE APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK
PROSPECTUS REGULATION") WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) ANY OTHER
PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN
EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY
PANMURE GORDON (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN EBIQUITY PLC (THE "COMPANY").
THE PLACING SHARES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
RESOLD, PLEDGED, DELIVERED OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING
OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES,
UNITED KINGDOM OR ELSEWHERE.
ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN
EXEMPTION FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS UNDER THE EU
PROSPECTUS REGULATION OR THE UK PROSPECTUS REGULATION.
The distribution of this Announcement and/or issue or sale of
the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Panmure Gordon (UK)
Limited ("Panmure Gordon" or 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 this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Panmure Gordon to inform themselves about and to
observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States, Australia,
Canada, 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.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) from the
requirement to produce a prospectus. This Announcement is not being
distributed by, nor has it been approved for the purposes of s21 of
FSMA by a person authorised under FSMA. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not require the approval of the relevant
communication by an authorised person.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained 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, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of the
United States, Australia, Canada, the Republic of South Africa or
Japan. 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, the Republic of South Africa or Japan or
any other jurisdiction outside the United Kingdom.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by Panmure Gordon, or by any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
as to, or in relation to, the sufficiency, accuracy, fairness or
completeness of the information or opinions contained in this
Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefor is expressly disclaimed. The
information in this Announcement is subject to change.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before
taking any such action. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Persons (including
without limitation, nominees and trustees) who have a contractual
right or other legal obligation to forward a copy of this
Announcement (or any part thereof) should seek appropriate advice
before taking any action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement (including the terms and conditions appended
hereto) in its entirety, to be participating, making an offer and
acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in the
Appendix. Members of the public are not eligible to take part in
the Placing and no public offering of Placing Shares is being or
will be made.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives, the Acquisitions
and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "seek", "may", "could", "outlook" or
other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of
operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and the Company cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as
required by applicable law or regulation, the Company expressly
disclaims any obligation or undertaking to publish any updates,
supplements or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions or
arrangements described in this Announcement. Panmure Gordon is not
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients of
Panmure Gordon or for providing advice in relation to the
Bookbuilding Process, the Placing, the contents of this
Announcement or any other matters referred to or described in this
Announcement.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser to the Company
for the purposes of the AIM Rules and no-one else in connection
with the Placing and the transactions and arrangements described in
this Announcement and will not be responsible to any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Panmure Gordon's responsibilities
as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other
person.
None of the information in this Announcement has been
independently verified or approved by Panmure Gordon or any of its
respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or
liabilities, if any, imposed on Panmure Gordon by FSMA or by the
regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Panmure Gordon or any of its partners,
directors, officers, employees, advisers, consultants or affiliates
whatsoever for the contents of the information contained in this
Announcement (including, but not limited to, any errors, omissions
or inaccuracies in the information or any opinions) or for any
other statement made or purported to be made by or on behalf of
Panmure Gordon or any of its partners, directors, officers,
employees, advisers, consultants or affiliates in connection with
the Company, the Placing Shares or the Placing or for any loss,
cost or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this Announcement or its contents or
otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. This
Announcement does not identify or suggest, or purport to identify
or suggest, the risks (direct or indirect) that may be associated
with an investment in the Placing Shares. Any investment decision
to subscribe for Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Panmure Gordon. 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. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant
to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement.
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. The contents of this Announcement is not to
be construed as legal, business, financial or tax advice. Each
investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal,
business, financial or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Panmure Gordon or any of
its affiliates that would permit an offering of the Placing Shares
or possession or distribution of this Announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Panmure Gordon to inform themselves about, and to
observe, such restrictions.
EU Product Governance Requirements
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS IT FORMS PART OF THE LAW OF ENGLAND AND
WALES BY VIRTUE OF THE EUWA AND AS MODIFIED BY OR UNDER DOMESTIC
LAW ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED
DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II, AS IT FORMS PART OF
THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUWA AND AS MODIFIED
BY OR UNDER DOMESTIC LAW; AND (C) LOCAL IMPLEMENTING MEASURES,
INCLUDING BUT NOT LIMITED TO THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN THE FCA HANDBOOK (TOGETHER THE "MIFID II PRODUCT
GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY,
WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE WHICH ANY
"MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE
REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE PLACING
SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS
DETERMINED THAT SUCH PLACING SHARES ARE: (I) COMPATIBLE WITH AN
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 "TARGET
MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT,
DISTRIBUTORS (AS DEFINED WITHIN THE MIFID II PRODUCT GOVERNANCE
REQUIREMENTS) SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY
DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT;
THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL
PROTECTION; AND AN INVESTMENT IN PLACING SHARES IS COMPATIBLE ONLY
WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL
PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE
FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS
AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES
TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE 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
TARGET MARKET ASSESSMENT, PANMURE GORDON WILL ONLY PROCURE
INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND
ELIGIBLE COUNTERPARTIES. FOR THE AVOIDANCE OF DOUBT, THE TARGET
MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF
SUITABILITY OF APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B)
A RECOMMATION 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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within Chapter 3 of 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 such 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 paragraphs
3.5 and 3.6 of COBS; 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 Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, Panmure Gordon
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 COBS 9A and COBS 10A, respectively; 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.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Acquisitions" the MediaPath Acquisition and the MML Acquisition
"Acquisition Shares" the MediaPath Consideration Shares and the
MML Shares
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the Placing Shares and the MediaPath
Consideration Shares to trading on AIM becoming
effective in accordance with Rule 6 of the
AIM Rules
"Affiliate" means a person controlling, controlled by
or under common control with that person
from time to time, including their respective
directors, officers, employees, representatives
and agents
"AIM" the AIM Market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
"Application" the application made by (or on behalf of)
the Company for admission to trading on AIM
of the Placing Shares and the MediaPath Consideration
Shares in the form prescribed by the London
Stock Exchange
"Bookbuilding Process" means the bookbuilding process to be carried
out by Panmure Gordon in using its reasonable
endeavours to procure Placees for the Placing
Shares
"certificated form" an Ordinary Share recorded on a company's
or "in certificated share register as being held in certificated
form" form (namely, not in CREST)
"Circular" the circular of the Company to be sent to
Shareholders convening the General Meeting
"Company" or "Ebiquity Ebiquity plc, a company incorporated and
" registered in England and Wales under the
Companies Act 1985 with registered number
3967525
"Completion" completion of the MediaPath Acquisition in
accordance with the terms of the MediaPath
Acquisition Agreement
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755)
"Directors" or the directors of the Company , or any duly
"Board" authorised committee of the Board
"Ebiquity Group" the Company, its subsidiaries and its subsidiary
undertakings
"Enlarged Group" the Ebiquity Group, as enlarged following
Completion
"Enlarged Share the expected issued ordinary share capital
Capital" of the Company immediately following Admission,
being the Existing Ordinary Shares, the Placing
Shares and the Acquisition Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary the 83,153,920 Ordinary Shares in issue at
Shares" the date of this Announcement, all of which
are admitted to trading on AIM
"Extended RCF" the fourth amendment and restatement agreement
dated 24 March 2022 relating to a credit
agreement originally dated 2 July 2014 and
made among the Company, National Westminster
Bank plc and Barclays Bank plc
"FCA" the UK Financial Conduct Authority
"Form of Proxy" the form of proxy for use in connection with
the General Meeting which accompanies the
Circular
"FSMA" means the Financial Services and Markets
Act 2000
"General Meeting" the general meeting of the Company to be
held at the offices of the Company at Chapter
House, 16 Brunswick Place, London N1 6DZ
at 10.00 am on 19 April 2022 (or any adjournment
of that meeting), notice of which is set
out at the end of the Circular
"Identified Person" means Panmure Gordon and each of its Affiliates
and their respective directors, officers,
employees, representatives and agents (in
each case whether present or future)
"London Stock Exchange" London Stock Exchange plc
"Material Adverse means anything that has or is reasonably
Change" likely to have a material adverse change
in the business, earnings, operations, management,
property, assets, rights, results, prospects,
condition (financial, operational, legal
or otherwise), funding position (whether
earnings, cash flow, liquidity, solvency
or otherwise) of the Ebiquity Group as enlarged
by the MediaPath Acquisition and the MML
Acquisition taken as a whole, whether or
not arising in the ordinary course of business
and whether or not foreseeable at the date
of the Placing Agreement
"MediaPath" Media Path Network AB
"MediaPath Acquisition" the acquisition by the Company of MediaPath
under the MediaPath Acquisition Agreement
"MediaPath Acquisition the conditional agreement dated 29 March
Agreement" 2022 and made between the Company and the
MediaPath Vendors relating to the MediaPath
Acquisition
"MediaPath Consideration the 6,919,642 new Ordinary Shares to be issued
Shares" by the Company in connection with the MediaPath
Acquisition
"MediaPath Group" MediaPath and its subsidiaries and subsidiary
undertakings
"MediaPath Vendors" the selling shareholders of MediaPath as
set out in the MediaPath Acquisition Agreement
"MML" Media Management, LLC
"MML Acquisition" the acquisition by the Company of MML under
the MML Acquisition Agreement
"MML Acquisition the agreement dated 29 March 2022 and made
Agreement" between the Company, Ebiquity, LLC, MML and
the MML Vendors
"MML Admission" admission of the MML Shares to trading on
AIM becoming effective in accordance with
Rule 6 of the AIM Rules
"MML Shares" the 1,737,261 new Ordinary Shares to be issued
by the Company in connection with the MML
Acquisition
"MML Vendors" the selling shareholders of MML as set out
in the MML Acquisition Agreement
"New Ordinary Shares" the Placing Shares and the Acquisition Shares
"Notice of Meeting" the notice convening the General Meeting
which is set out at the end of the Circular
"Ordinary Shares" ordinary shares of 25 pence each in the capital
of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited, the Company's
nominated adviser and broker
"Participating Directors" Rob Woodward, Nick Waters, Alan Newman and
Richard Nichols
"Placing" the conditional placing of the Placing Shares
by Panmure Gordon, as agent on behalf of
the Company, under the Placing Agreement,
further details of which are set out in the
Circular
"Placing Agreement" the conditional agreement dated 29 March
2022 and made between Panmure Gordon and
the Company in relation to the Placing, further
details of which are set out in the Circular
"Placing Documents" means this Announcement, the Placing Results
Announcement, the investor presentation,
the Circular, Proxy Form and any other document
issued by or on behalf of the Company in
connection with the Placing
"Placing Price" 53.0 pence per Placing Share
"Placing Results means the press announcement giving details
Announcement" of the number of Placing Shares to be issued
by the Company to Placees at the Placing
Price
"Placing Shares" the 28,301,886 new Ordinary Shares to be
issued under the Placing
"Proposals" together, the Placing, Admission and the
MediaPath Acquisition
"Prospectus Regulation the prospectus regulation rules made by the
Rules" FCA under section 73A of the FSMA
"Proxy Form" the form of proxy to accompany the Circular
and to be used for the appointment of proxies
by Shareholders at the General Meeting
"Regulatory Information a service approved by the FCA for the distribution
Service" to the public of regulatory announcements
and included within the list on the FCA's
website
"Resolutions" the resolutions set out in the Notice of
Meeting
"Transaction" the MediaPath Acquisition, the MML Acquisition
and the Placing
"Shareholders" holders of Ordinary Shares from time to time
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"US" or "United the United States of America, each State
States" thereof, its territories and possessions
(including the District of Columbia) and
all other areas subject to its jurisdiction
"uncertificated" an Ordinary Share recorded on a company's
or "in uncertificated share register as being held in uncertificated
form" form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE ONLY
DIRECTED AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED
INVESTORS"); AND (B) IN THE UNITED KINGDOM, "QUALIFIED INVESTORS"
AS DEFINED IN ARTICLE 2(e) OF THE EU PROSPECTUS REGULATION AS IT
FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK QUALIFIED INVESTORS") WHO
ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER") (INVESTMENT PROFESSIONALS) OR (II) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (C) ANY OTHER PERSON TO WHOM
IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO
HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY PANMURE GORDON
(UK) LIMITED ("PANMURE GORDON" OR THE "BOOKRUNNER") (ANY SUCH
PERSON HEREIN REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON
WHO HAS RECEIVED OR IS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE
OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY
SECURITIES IN THE COMPANY IN THE UNITED STATES, UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, DELIVERED OR TRANSFERRED, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD
ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, REGULATORY, TAX AND BUSINESS RELATED ASPECTS OF AN
ACQUISITION OF PLACING SHARES.
If a Relevant Person indicates to Panmure Gordon that it wishes
to participate in the Placing by making or accepting an offer to
acquire Placing Shares pursuant to the Placing (each such person a
"Placee") it will be deemed to have read and understood this
Announcement (including these terms and conditions) in its entirety
and to be making or accepting such offer subject to the terms and
conditions and to be providing the representations, warranties,
indemnities, agreements and acknowledgements contained in this
Announcement.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain other jurisdictions may be
restricted by law. No action has been taken by Panmure Gordon or
the Company or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by Panmure Gordon and the Company to inform themselves
about and to observe any such restrictions.
No undertaking, representation, warranty or any other assurance,
express or implied, is made or given by or on behalf of either
Panmure Gordon or any of its affiliates or their respective
directors, officers, employees, agents, advisers, or any other
person, as to the accuracy, completeness, correctness or fairness
of the information or opinions contained in this Announcement or
for any other statement made or purported to be made by any of
them, or on behalf of them, in connection with the Company or the
Placing and no such person shall have any responsibility or
liability for any such information or opinions or for any errors or
omissions. Accordingly, save to the extent permitted by law, no
liability whatsoever is accepted by Panmure Gordon or any of its
affiliates or its directors, officers, employees, agents or
affiliates or any other person for any loss howsoever arising,
directly or indirectly, from any use of this Announcement or such
information or opinions contained herein or otherwise arising in
connection with it.
This Announcement does not constitute or form part of, and
should not be construed as, any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any Placing Shares or any other securities or an inducement to
enter into investment activity, nor shall this Announcement (or any
part of it), nor the fact of its distribution, form the basis of,
or be relied on in connection with, any investment activity. No
statement in this Announcement is intended to be nor may be
construed as a profit forecast and no statement made herein should
be interpreted to mean that the Company's profits or earnings per
share for any future period will necessarily match or exceed
historical published profits or earnings per share of the
Company.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, 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.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption under the EU Prospectus
Regulation or the UK Prospectus Regulation (as applicable) from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) ("FSMA") does not require the approval of the
relevant communication by an authorised person.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained 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, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of the
United States, Australia, Canada, the Republic of South Africa or
Japan. 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, the Republic of South Africa or Japan or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Each Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Panmure Gordon and the
Company 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. in the case of a Relevant Person in a member state of the EEA
or the United Kingdom (each a "Relevant State") who acquires any
Placing Shares pursuant to the Placing:
(a) in the case of a member state of the EEA, it is an EEA
Qualified Investor (within the meaning of Article 2(e) of the EU
Prospectus Regulation) and, in the case of the United Kingdom, it
is a UK Qualified Investor (within the meaning of Article 2(e) of
the UK Prospectus Regulation); and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation or the UK Prospectus Regulation (as
applicable):
(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 a Relevant State other than
Qualified Investors or in circumstances in which the prior consent
of Panmure Gordon has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in a Relevant State other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation (as
applicable) as having been made to such persons; and
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; and
4. it (and any account referred to in paragraph 3 above) is
outside the United States acquiring the Placing Shares in offshore
transactions as defined in and in accordance with Regulation S
under the Securities Act.
The Company and Panmure Gordon will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements. Each Placee hereby agrees with Panmure Gordon and the
Company to be bound by these terms and conditions as being the
terms and conditions upon which Placing Shares will be issued. A
Placee shall, without limitation, become so bound if Panmure Gordon
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 subscribe for the number
of Placing Shares allocated to it at the Placing 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.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and the announcement of the results of the Placing
(the "Placing Results Announcement") (together the "Placing
Documents") and any information publicly announced through a
regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the contract note or electronic trade confirmation sent to
Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information, representation, warranty or statement made by
or on behalf of Panmure Gordon or the Company or any other person
and neither Panmure Gordon nor the Company nor any other person
acting on such person's behalf nor any of their respective
affiliates has or shall have any liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Bookbuilding Process
Following this Announcement, Panmure Gordon will commence the
Bookbuilding Process to determine demand for participation in the
Placing by Placees at the Placing Price. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect following release of this
Announcement. Members of the public are not entitled to participate
in the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Panmure Gordon and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuilding Process as
they may, in their sole discretion, determine.
Placing
Panmure Gordon has agreed on the terms and subject to the
conditions set out in the Placing Agreement, as agents for and on
behalf of the Company, to use reasonable endeavours to
conditionally procure subscribers for the Placing Shares at the
Placing Price. The Placing is not underwritten.
The Placing Shares will be made up of a number of new Ordinary
Shares issued and allotted by the Company. Accordingly, by
participating in the Placing, Placees agree to subscribe for
Placing Shares. The final number of Placing Shares will be decided
at the close of the Bookbuilding Process by the Company and Panmure
Gordon. The timing of the closing of the book and allocations are
at the discretion of the Company and Panmure Gordon. Details of
number of Placing Shares will be announced as soon as practicable
after the close of the Bookbuilding Process.
The Placing Shares will when issued, subject to the Company's
Articles of Association, be credited as fully paid, and will rank
pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Ordinary Shares after Admission and will on issue be free of
all pre-emption rights, claims, liens, charges, encumbrances and
equities.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. Subject to the
conditions below being satisfied, it is expected that Admission
will become effective at 8.00 a.m. on 20 April 2022 (or such later
time or date as Panmure Gordon may agree with the Company, being no
later than 8.00 a.m. on 4 May 2022) and that dealings for normal
settlement in the Placing Shares will commence on or around 8.00
a.m. on the same day.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
Participation in the Placing
1. Panmure Gordon is arranging the Placing as agent of the
Company. Participation will only be available to persons who may
lawfully be, and are, invited to participate by Panmure Gordon.
Panmure Gordon is entitled to enter bids as principal in the
Bookbuilding Process.
2. The aggregate proceeds to be raised through the Placing will
be agreed between Panmure Gordon and the Company following
completion of the Bookbuilding Process. Following a successful
completion of the Bookbuilding Process, the Company will confirm
the closing of the Placing via the Placing Results
Announcement.
3. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Panmure Gordon. Each bid should state the number
of Placing Shares which the prospective Placee wishes to acquire at
the Placing Price. Bids may be scaled down by Panmure Gordon on the
basis referred to in paragraph 6 below. Panmure Gordon reserves the
right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids shall be at Panmure Gordon's
absolute discretion, subject to agreement with the Company.
4. The Bookbuilding Process is expected to close no later than
4.00 p.m. (London time) on 30 March 2022 but may be closed earlier
or later, at the discretion of Panmure Gordon. Panmure Gordon may,
in agreement with the Company, accept bids that are received after
the Bookbuilding Process has closed. The Company reserves the right
(upon the prior agreement of Panmure Gordon) to vary the number of
ordinary shares to be issued pursuant to the Placing, in its
absolute discretion.
5. Each Placee's allocation will be confirmed to Placees orally
or by email by Panmure Gordon following the close of the
Bookbuilding Process, and a contract note or electronic trade
confirmation will be despatched as soon as possible thereafter.
Panmure Gordon's oral or email confirmation to such Placee will
constitute an irrevocable, legally binding commitment upon such
person (who will at that point become a Placee) in favour of
Panmure Gordon and the Company, under which such Placee agrees to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's corporate documents.
6. Subject to paragraphs 2 and 3 above, Panmure Gordon will, in
effecting the Placing, agree with the Company the identity of the
Placees and the basis of allocation of the Placing Shares and may
scale down any bids for this purpose on such basis as it may
determine. Panmure Gordon may also, notwithstanding paragraphs 2
and 3 above and 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 Bookbuilding Process has closed to any
person submitting a bid after that time. The acceptance of offers
shall be at the absolute discretion of Panmure Gordon.
7. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
Panmure Gordon's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to Panmure Gordon (as agent for the Company), to
pay it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to acquire. Each Placee's obligations
will be owed to Panmure Gordon. Each Placee's allocation and
commitment will be evidenced by a contract note or electronic trade
confirmation issued to such Placee. The terms of this Appendix will
be deemed incorporated in that contract note or trade
confirmation.
8. Except as required by law or regulation, no press release or
other announcement will be made by Panmure Gordon 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.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
10. All obligations under the Bookbuilding Process 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.
11. By participating in the Bookbuilding Process, each Placee
agrees 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 after
confirmation (oral or otherwise) by Panmure Gordon.
12. To the fullest extent permissible by law, none of Panmure
Gordon, the Company or any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, none of Panmure
Gordon, the Company, or any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Panmure Gordon's conduct of the
Bookbuilding Process or of such alternative method of effecting the
Placing as Panmure Gordon, their respective affiliates and the
Company may agree. The Placing Shares will be issued subject to the
terms and conditions of this Appendix and each Placee's commitment
to subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions 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 Panmure Gordon's conduct of the
Placing.
Conditions of the Placing
Panmure Gordon has the right to terminate its obligations under
the Placing at any time prior to Admission in certain circumstances
including, inter alia, (i) if any of the warranties contained in
the Placing Agreement was untrue or inaccurate in any material
respect or misleading and/or would be untrue or inaccurate in any
material respect or misleading when repeated upon posting of the
Circular, immediately prior to admission of the MML Shares and
immediately prior to Admission by reference to the circumstances
then existing, (ii) if any statement in this Announcement is
incorrect or has become untrue, incorrect or misleading; (iii) if a
material adverse change occurs in the financial position or
prospects of the Group; or (iv) upon the occurrence of certain
specified events of force majeure (as specified in the Placing
Agreement).
If the Placing Agreement is terminated prior to Admission, the
Placing will lapse and the rights and obligations of the Placees
hereunder shall cease and determine at such time and no claim can
be made by any Placee in respect thereof. In such event, all monies
(if any) paid by the Placees to Panmure Gordon at such time shall
be returned to the Placees at their sole risk without any
obligation on the part of the Company or Panmure Gordon or any of
its affiliates to account to the Placees for any interest earned on
such funds. The Placees acknowledge and agree that the Company and
Panmure Gordon may, at their sole discretion, waive some of the
conditions in the Placing Agreement or extend the time and/or date
for fulfilment of any of the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees'
commitments.
Placees will only be called on to acquire Placing Shares if the
obligations of Panmure Gordon under the Placing Agreement have
become unconditional in all respects and Panmure Gordon has not
terminated the Placing Agreement prior to Admission.
In this section, terms are as defined in the Announcement.
Panmure Gordon's obligations under the Placing Agreement are
conditional upon, inter alia:
1. the release of the Placing Results Announcement through a
Regulatory Information Service no later than 4.00 pm on the date of
the Placing Agreement (or such later time and/or date as the
Company and Panmure Gordon may agree);
2. the Warranties being true and accurate in all material
respects and not misleading as of the date of the Placing Agreement
and at all times up to Admission, in each case as though they had
been given and made on such dates by reference to the facts and
circumstances from time to time subsisting;
3. the MediaPath Acquisition Agreement remaining in full force
and effect, not having lapsed or been terminated or amended in
accordance with its terms prior to Admission; (ii) no condition
(save in respect of the Placing Agreement or Admission) to which
the MediaPath Acquisition Agreement is subject having become
incapable of satisfaction and not having been waived prior to
Second Admission; and (iii) no notice to terminate the MediaPath
Acquisition Agreement having been served by any party thereto;
4. (i) the Extended RCF remaining in full force and effect, not
having lapsed or been terminated or amended in accordance with its
terms prior to Admission; (ii) no condition to which the Extended
RCF is subject having become incapable of satisfaction and not
having been waived prior to Admission; and (iii) all conditions to
drawdown under the Extended RCF having been met;
5. the Company not being in material breach of any of its
obligations and undertakings under the Placing Agreement which fall
to be performed or satisfied prior to Admission;
6. in the sole opinion of Panmure Gordon (acting in good faith),
there having been no Material Adverse Change in either the market
or the Company at any time prior to Admission;
7. the Placing Agreement having not been terminated on or prior to Admission; and
8. Admission taking place by not later than 8.00 am on 20 April
2022 or such later date as is agreed in writing between the Company
and Panmure Gordon (but in any event not later than 8.00 am on 4
May 2022),
all conditions included in the Placing Agreement being together
the "Conditions".
If any Condition has not been satisfied or waived by Panmure
Gordon or has become incapable of being satisfied (and is not
waived by Panmure Gordon as described below) or if the Placing
Agreement is terminated in accordance with its terms, all
obligations under the terms and conditions set out in this Appendix
will automatically terminate and each Placee agrees that no claim
can be made by it or on its behalf (or by any person on whose
behalf the Placee is acting) in respect thereof. By participating
in the Placing, each Placee agrees that its rights and obligations
hereunder are conditional upon the Placing Agreement becoming
unconditional in all respects and that its rights and obligations
will terminate only in the circumstances described above and will
not be capable of rescission or termination by it.
Panmure Gordon may in their absolute discretion in writing waive
fulfilment of certain of the Conditions or extend the time provided
for fulfilment of such Conditions. Any such extension or waiver
will not affect Placees' commitments as set out in this Appendix.
Neither Panmure Gordon nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision made by Panmure
Gordon as to whether or not to waive or to extend the time and/or
date for the fulfilment of any Condition.
Termination of the Placing
In this section, terms are as defined in the Announcement.
Panmure Gordon may in its absolute opinion (acting in good faith)
terminate the Placing Agreement, in accordance with its terms, at
any time prior to Admission (as relevant), inter alia, if:
1. there shall have been a material breach by the Company of any
of the Warranties or any of the Warranties is or becomes (by
reference to the facts, matters or circumstances from time to time
existing) untrue, inaccurate or misleading which Panmure Gordon
considers, in its sole discretion, to be material in the context of
the Ebiquity Group taken as a whole, the Transaction and/or
Admission;
2. there shall have been a breach by the Company of any
undertaking or any other provision of the Placing Agreement;
3. any statement in the Placing Documents has become, or an
omission in the Placing Documents results in them being, untrue,
inaccurate in any material respect or misleading;
4. there are any facts or circumstances existing that gives an
Indemnified Person a right to make a claim under the Indemnity in
the Placing Agreement;
5. there has occurred, in the opinion of the Panmure Gordon, any
Material Adverse Change;
6. the Application for admission for either the MediaPath
Consideration Shares or the MML Consideration Shares is withdrawn
by the Company or refused by the London Stock Exchange; or
7. events occur which would be likely to prejudice the success
of the Placing or dealings in the Placing Shares following
Admission which makes it impractical or inadvisable to proceed with
the Placing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Panmure Gordon that the exercise by the Company or
Panmure Gordon of any right of termination or any other right or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Company or Panmure Gordon and that none
of the Company or Panmure Gordon need make any reference to such
Placee and that neither Panmure Gordon nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission, variation, revocation
or termination by it after the issue by Panmure Gordon of
confirmation of allocation orally or by email.
Lock-Up arrangements
Under the MediaPath Acquisition Agreement, each of the MediaPath
Vendors that together will hold, in total, 100% of the MediaPath
Consideration Shares following the completion of the MediaPath
Acquisition, have undertaken, save in limited circumstances, not to
dispose of any of their interests in the MediaPath Consideration
Shares at any time prior to the 24-month anniversary of the
MediaPath Acquisition Agreement. In addition, in order to ensure an
orderly market in the Ordinary Shares, the MediaPath Vendors have
further undertaken that for a further period of 12 months
afterwards they would not, save in limited circumstances, deal or
otherwise dispose of any such interests in the MediaPath
Consideration Shares other than through Panmure Gordon (or such
other broker appointed by the Company from time to time).
Restriction on Further Issue of Shares
The Company has undertaken to Panmure Gordon that, between the
date of the Placing Agreement and a period of 90 days from
Admission (the "Restricted Period"), the Company will not (and will
procure that no member of the Ebiquity Group will), without the
prior written consent of Panmure Gordon (such approval not to be
unreasonably withheld or delayed) issue, allot, offer, pledge,
sell, contract to sell, grant any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of,
directly or indirectly, any Ordinary Shares or other shares in the
capital of the Company or any securities convertible into or
exchangeable for Ordinary Shares or other shares in the capital of
the Company, or enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of Ordinary Shares or other shares in the
capital of the Company provided that the foregoing restrictions
shall not prevent or restrict the Company or any other member of
the Ebiquity Group during the Restricted Period the grant of
options under, or the allotment and issue of shares pursuant to
options under, any existing employee share schemes of the Company
(in accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise
by Panmure Gordon of any power to grant consent to the undertaking
by the Company of a transaction which would otherwise be subject to
the restrictive provisions on further issuance under the Placing
Agreement shall be within the absolute discretion of Panmure Gordon
and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB0004126057) following Admission will take place within the
Euroclear UK & Ireland Limited system ("CREST"), subject to
certain exceptions. Panmure Gordon and the Company reserve the
right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if
delivery or settlement is not possible 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, each Placee to
be allocated Placing Shares in the Placing will be sent a contract
note or electronic trade confirmation stating the number of Placing
Shares allocated to them at the Placing Price, the aggregate amount
owed by such Placee to Panmure Gordon 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 either the standing CREST or certificated
settlement instructions which they have in place with Panmure
Gordon.
Panmure Gordon agrees that it will, prior to Admission, give the
Company and the Registrars written notice of the number of Placing
Shares which are to be allotted to its nominee, as agent and
nominee for the Placees pending any relevant transfer through
CREST, together with the registration details of the Placees. Prior
to 7.30 am on the day of Admission the Company shall allot,
conditional only on Admission, the number of Placing Shares to such
persons in certificated or uncertificated form as shall be agreed
by the Company and Panmure Gordon in accordance with and subject to
the terms of the Placing Agreement, including to Panmure Gordon as
nominee for any or all of the Placees, and in any such
denominations as shall be agreed by the Company and Panmure Gordon
on the terms of the Placing Agreement. The Company undertakes to
Panmure Gordon that it shall promptly, following Admission, procure
the registration (without registration fee) as members of the
Company of the Placees and the Company shall procure that the
Registrars credit such shares to the relevant CREST accounts as
notified to the Company by Panmure Gordon not later than the date
specified in this Announcement. In respect of those Placees that
have opted to hold their Placing Shares in certificated form the
Company shall procure the issue to such persons of definitive share
certificates in respect of the Placing Shares to which they are
entitled and procure the registration (without registration fee) of
such Placees as members of the Company not later than the date
specified in this Announcement.
It is expected that settlement of the Placing will occur on 22
April 2022, on which date each Placee must settle the full amount
owed by it in respect of the Placing Shares allocated to it.
Panmure Gordon may (after consultation with the Company) specify a
later settlement date (or dates) at their absolute discretions.
Panmure Gordon will notify Placees if any of the dates in the terms
and conditions set out in this Appendix should change. Payment must
be made in cleared funds. The payment instructions for settlement
in CREST and settlement outside of CREST will be set out in the
contract note or electronic trade confirmation issued to the Placee
by Panmure Gordon. Interest is chargeable daily on payments not
received from Placees on the due date at the rate per annum of 2
percentage points above the Barclays Bank plc base rate. Time shall
be of the essence as regards the obligations of Placees to settle
payment for the Placing Shares and to comply with their other
obligations under this Announcement.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Panmure Gordon may sell, charge by way of
security (to any funder of it) or otherwise deal with any or all of
their Placing Shares on that Placee's behalf and retain from the
proceeds, for Panmure Gordon's own account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due and any costs and expenses properly incurred by it a result of
the Placee's failure to comply with its obligations. The relevant
Placee will, however, remain liable and shall indemnify Panmure
Gordon on demand for any shortfall below the amount owed by them
and for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until such time as it has fully complied with its obligations
hereunder. By communicating a bid for Placing Shares, each Placee
confers on Panmure Gordon all such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which Panmure Gordon lawfully takes in pursuance of such
sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional 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 United Kingdom stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty
or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer 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 Panmure Gordon or the Company shall be responsible
for payment thereof. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Notwithstanding the above, the right is reserved to deliver all
of the Placing Shares to which the Placee is entitled in
certificated form should Panmure Gordon consider this necessary or
desirable.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing, a Placee (and any person acting
on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Panmure Gordon and the Company, in each case as a fundamental
term of their application for Placing Shares, the following:
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement;
2. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document:
a. is required under the EU Prospectus Regulation or the UK
Prospectus Regulation (as applicable) or other applicable law;
and
b. has been or will be prepared in connection with the Placing;
3. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for the
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014, as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the "MAR")), which includes a description of the nature of
the Company's business and the Company's most recent balance sheet
and profit and loss account and that it is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
4. it will be bound by the terms of the Articles of Association of the Company;
5. time is of the essence as regards its obligations under this Appendix;
6. 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 none of Panmure Gordon, the Company or any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement or
any information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules) by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information"); nor has it requested Panmure Gordon, the
Company, any of their respective affiliates, agents, directors,
employees or officers or any person acting on behalf of any of them
to provide it with any such information;
7. none of Panmure Gordon or any person acting on behalf of
either of them or any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability
for acts or omissions or any Publicly Available Information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person, and that any document that
is to be sent to any Placee in connection with the Placing will be
sent at the Placee's risk and may be sent to it at any address
provided by it to Panmure Gordon;
8. in making any decision to subscribe for Placing Shares:
a. the only information on which it is entitled to rely and on
which it has relied in committing to acquire the Placing Shares is
contained in this Announcement, such information being all that it
deems necessary to make an investment decision in respect of the
Placing Shares and it has made its own assessment of the Company,
the Placing Shares and the terms of the Placing based on the
information in this Announcement;
b. none of Panmure Gordon, the Company or any of their
respective affiliates, agents, directors, officers and employees
have made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or
the accuracy, completeness or adequacy of the Publicly Available
Information, nor will they provide any material or information
regarding the Company, the Placing or the Placing Shares;
c. it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing
Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing; and
d. it has not relied on any investigation that Panmure Gordon or
any person acting on behalf of either of them may have conducted
with respect to the Company, the Placing or the Placing Shares;
and
e. it may not place the same degree of reliance on this
Announcement as it may otherwise place on a prospectus or admission
document or any other offering circular.
9. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company and that none of
Panmure Gordon or any persons acting on their behalf is responsible
for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent
misrepresentation;
10. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
11. Panmure Gordon does not owe any fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
12. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph), such information being all
that such Placee deems necessary or appropriate and sufficient to
make an investment decision in respect of the Placing Shares;
13. it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Panmure Gordon nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuilding Process) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
14. neither Panmure Gordon or the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
15. in making any decision to subscribe for Placing Shares it:
a. has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
b. will not look to Panmure Gordon for all or part of any such loss it may suffer;
c. 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 an investment in the Placing
Shares;
d. is able to sustain a complete loss of an investment in the Placing Shares;
e. has no need for liquidity with respect to its investment in the Placing Shares;
f. has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
g. has conducted its own due diligence, examination,
investigation and assessment of the Company and Group, the Placing
Shares and the terms of the Placing and has satisfied itself that
the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision
to participate in the Placing;
16. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Appendix;
17. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
a. duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
b. will remain liable to the Company and/or Panmure Gordon 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);
18. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 Appendix) and will honour such obligations and that it
has not taken any action or omitted to take any action which will
or may result in Panmure Gordon or the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
19. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
20. it irrevocably appoints any duly authorised officer of
Panmure Gordon as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe for upon
the terms of this Appendix;
21. neither it nor the beneficial owner of the Placing Shares
is, nor will, at the time the Placing Shares are acquired, be a
resident of Australia, Canada, the Republic of South Africa or
Japan;
22. the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
Australia, Canada, the Republic of South Africa or Japan and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within Australia, Canada, the Republic of South Africa or Japan or
in any country or jurisdiction where any such action for that
purpose is required;
23. it may be asked to disclose in writing or orally to Panmure
Gordon: (i) if he or she is an individual, his or her nationality;
or (ii) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
24. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares which it has agreed to
acquire and acknowledges and agrees that it will pay the total
subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other Placees or
sold at such price as Panmure Gordon determines;
25. it and/or each person on whose behalf it is
participating:
a. is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
b. has fully observed such laws and regulations;
c. has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
d. has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
26. it and any person who it is acting on behalf of is, and at
the time the Placing Shares are acquired will be, outside the
United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
27. it understands that the Placing Shares have not been, and
will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws;
28. it is not acquiring Offer Shares as a result of any
"directed selling efforts" as defined in Regulation S;
29 it (and any account for which it is purchasing) is acquiring
Placing Shares for investment purposes and not with a view to any
offer, sale or distribution thereof within the meaning of the
Securities Act;
30. if in the future it decides to offer, sell, transfer, assign
or otherwise dispose of the Placing Shares, it will do so only
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and
acknowledges that no representation is being made as to the
availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
31. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
32. none of Panmure Gordon, the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of Panmure Gordon and that Panmure
Gordon has no duties or responsibilities to it for providing the
protections afforded to their respective clients or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
33. it will make payment to Panmure Gordon for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Panmure Gordon determine in
their absolute discretion without liability to the Placee and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
34. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
35. no action has been or will be taken by any of the Company,
Panmure Gordon or any person acting on behalf of the Company or
Panmure Gordon that would, or is intended to, permit a public offer
of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is
required;
36. the person who it specifies for registration as holder of the Placing Shares will be:
a. the Placee; or
b. a nominee of the Placee, as the case may be,
and that Panmure Gordon and the Company will not be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to acquire Placing
Shares pursuant to the Placing and agrees to indemnify the Company
and Panmure Gordon in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of Panmure
Gordon or transferred to a CREST stock account of Panmure Gordon
who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions
with it;
37. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
38. if it is within the United Kingdom:
a. that it and any person acting on its behalf (if within the
United Kingdom) is a UK Qualified Investor and falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
b. that it is a person (i) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Order or (ii)
who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or
(iii) to whom it may otherwise lawfully be communicated; or
c. unless otherwise agreed by Panmure Gordon, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is purchasing Placing Shares for
investment only and not with a view to resale or distribution;
39. it has not offered or sold and will not offer or sell any
Placing Shares to persons in a Relevant State prior to the expiry
of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of the UK Prospectus Regulation
or an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
40. if it is within a Relevant State, it is an EEA Qualified Investor;
41. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Panmure
Gordon in their capacity as authorised persons under section 21 of
the FSMA and it may not therefore be subject to the controls which
would apply if it was made or approved as financial promotion by an
authorised person;
42. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and the MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
43. 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), 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 Relevant State other than Qualified
Investors, or in circumstances in which the express prior written
consent of Panmure Gordon has been given to each proposed offer or
resale;
44. if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
a. dealt (or attempted to deal) in the securities of the Company
or cancelled or amended a dealing in the securities of the
Company;
b. encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order
concerning the Company's securities; or
c. unlawfully disclosed such information to any person, prior to
the information being made publicly available;
45. Panmure Gordon and their respective affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, Panmure Gordon and/or any
of their respective affiliates acting as an investor for its or
their own account(s). None of Panmure Gordon or the Company intend
to disclose the extent of any such investment or transaction
otherwise than in accordance with any legal or regulatory
obligation to do so;
46. it:
a. has complied with its obligations under the Criminal Justice
Act 1993 and Articles 8, 10 and 12 of MAR, and in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),
the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017
(as amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
Regulations");
b. is not a person:
i. with whom transactions are prohibited under the US 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;
ii. named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
47. (together with the Money Laundering Regulations, 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
Panmure Gordon such evidence, if any, as to the identity or
location or legal status of any person which it may request from it
in connection with the Placing (for the purpose of complying with
the 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 Panmure Gordon on the basis that
any failure by it to do so may result in the number of Placing
Shares that are to be acquired by it or at its direction pursuant
to the Placing being reduced to such number, or to nil, as Panmure
Gordon may decide in their sole discretion;
48. in order to ensure compliance with the Regulations, each of
Panmure Gordon (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to
Panmure Gordon or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Panmure Gordon' absolute
discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at Panmure Gordon' or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity Panmure Gordon (for themselves and as agents on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, either Panmure Gordon and/or the Company may,
at their absolute discretion, terminate its commitment in respect
of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
49. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note or through the electronic trade confirmation will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's or Panmure Gordon' conduct
of the Placing;
50. it has relied upon its own examination and due diligence of
the Company and its affiliates taken as a whole, and the terms of
the Placing, including the merits and risks involved;
51. it irrevocably appoints any duly authorised officer of
either of Panmure Gordon as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares for which it agrees to acquire upon
the terms of this Announcement;
52. the Company, Panmure Gordon and others (including each of
their respective affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to each of Panmure Gordon on its own behalf and on behalf
of the Company and are irrevocable;
53. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it:
a. is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts; and
b. will remain liable to the Company and Panmure Gordon 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);
54. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
55. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Bookbuilding Process and/or
the Placing and all non-contractual or other obligations arising
out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including
any dispute regarding the existence, validity or termination or
such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract),
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or Panmure Gordon
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.
Each prospective Placee, and any person acting on behalf of such
Placee, irrevocably authorises the Company and Panmure Gordon 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 forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Panmure Gordon and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Panmure Gordon,
the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of
the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix shall survive
after the completion of the Placing.
The rights and remedies of Panmure Gordon and the Company under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Panmure Gordon shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify
Panmure Gordon accordingly. In addition, Placees should note that
they will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect of whom (or in respect
of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Panmure Gordon
in the event that any of the Company and/or Panmure Gordon have
incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to each of
Panmure Gordon for itself and on behalf of the Company and are
irrevocable and shall not be capable of termination in any
circumstances.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither of Panmure Gordon owes any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Panmure Gordon may (at their absolute
discretion) satisfy their obligations to procure Placees by
themselves agreeing to become a Placee in respect of some or all of
the Placing Shares or by nominating any connected or associated
person to do so.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the Exchange.
When a Placee or person acting on behalf of the Placee is
dealing with either of Panmure Gordon, any money held in an account
with either of Panmure Gordon 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 the 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
relevant Bookrunner' money in accordance with the client money
rules and will be used by Panmure Gordon in the course of its own
business; and the Placee will rank only as a general creditor of
Panmure Gordon.
Panmure Gordon is authorised and regulated by the FCA in the
United Kingdom and is acting as sole bookrunner exclusively for the
Company and no one else in connection with the Placing and will not
be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
Times
Unless the context otherwise requires, all references to time
are to London time. All times and dates in this Announcement may be
subject to amendment. Panmure Gordon will notify Placees and any
persons acting on behalf of the Placees of any changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCZZGFFMGLGZZG
(END) Dow Jones Newswires
March 30, 2022 02:02 ET (06:02 GMT)
Ebiquity (LSE:EBQ)
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Ebiquity (LSE:EBQ)
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