TIDMEQT
RNS Number : 3967S
EQTEC PLC
13 July 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of the UK version of Article 7 of Regulation (EU) 596/2014 ("MAR").
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this announcement.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
EQTEC plc
("EQTEC", the "Company" or the "Group")
Proposed Placing, PrimaryBid Offer and Subscription to raise a
minimum of GBP 3 million
EQTEC plc (AIM: EQT), a world-leading technology innovation
company enabling the Net Zero Future through advanced solutions for
hydrogen, biofuels, SNG and other energy production, today
announces its intention to raise a minimum of GBP3 million before
expenses, by way of (i) a placing of new Ordinary Shares ("Placing
Shares") at a fixed price of 0.5 pence per share (the "Issue
Price") to institutional and other investors (the "Placing"), (ii)
an offer for subscription of new Ordinary Shares by PrimaryBid
("PrimaryBid Shares") at the Issue Price to retail investors (the
"PrimaryBid Offer"), and (iii) direct subscriptions with the
Company of new Ordinary Shares (the "Subscription" and, together
with the Placing and the PrimaryBid Offer, the "Fundraising").
Highlights :
-- The Company intends to conduct the Fundraising to raise a
minimum of GBP3 million (before expenses) through the issue of new
Ordinary Shares at the Issue Price;
-- The Fundraising will include (i) an offer for subscription,
to be conducted by PrimaryBid on behalf of the Company, and (ii)
direct subscriptions with the Company;
-- The proceeds from the Fundraising will be used to:
o maintain momentum with existing projects critical for
demonstrating EQTEC's capabilities and raising awareness of
them;
o accelerate growth by pursuing second and/or third projects in
existing markets; and
o build for scale by extending the capability and capacity to
support the burgeoning pipeline and take on an increasing number of
projects.
-- The Issue Price represents a discount of approximately 23 per
cent. to the closing mid-market price of the Company's Ordinary
Shares on AIM on 13(th) July 2022, being the latest practicable
date before this Announcement; and
-- The Placing is to be conducted by way of an accelerated
bookbuild process, to commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix I to this Announcement.
Capitalised terms not otherwise defined in the text of this
Announcement have the meaning given to them in the section headed
"Definitions" in Appendix II below.
ENQUIRIES
EQTEC plc +353 21 2409 056
David Palumbo / Nauman Babar
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Strand Hanson - Nomi nated & Financial Adviser +44 20 7409 3494
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James Harris / Richard Johnson
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Arden Partners - Joint Broker +44 20 7614 5900
-----------------------
Ruari McGirr (Corporate) / Simon Johnson
(Sales)
-----------------------
Canaccord Genuity - Joint Broker +44 20 7523 8000
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Henry Fitzgerald-O'Connor / Patrick Dolaghan
-----------------------
Alma PR - Financial Media & Investor Relations +44 20 3405 0205
-----------------------
Josh Royston / Sam Modlin EQTEC @almapr.co.uk
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+44 20 7457 2381 / +44
Instinctif - General Media Enquiries 7887 884794
-----------------------
Chris Speight / Tim Field EQTEC@instinctif.com
-----------------------
Additional information
Expected timetable of events
2022
Announcement of the Fundraising 4.45 p.m. on 13(th) July
Launch of PrimaryBid Offer 4.46 p.m. on 13(th) July
Announcement of the results of the 14(th) July
Fundraising
Admission of New Shares to trading 8.00 a.m. on 19(th) July
on AIM and commencement of dealings
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company and the Joint Brokers. If
any of the above times and/or dates should change, the revised
times and/or dates will be announced through a Regulatory
Information Service.
2. All of the above times refer to London, UK time, unless
otherwise stated.
Introduction
EQTEC is a technology innovation company with proven, patented,
proprietary capabilities to design, deploy and maintain systems for
thermochemical conversion of a wide variety of waste into clean,
synthesis gas ("syngas"), an intermediate fuel that can be used as
alternative to fossil fuels like natural gas, for the generation of
baseload power and heat, as well as the extraction of hydrogen or
synthetic natural gas ("SNG") and production of biofuels.
The process applied by EQTEC technology does not produce the
harmful emissions produced by alternative technologies, making
EQTEC-produced syngas a clean alternative for the Net Zero future.
The efficiency and versatility of EQTEC's technology make it unique
as a supplier of baseload energy and biofuels solutions for energy
independence and security. This is demonstrated by its track record
over a decade of commercial operations indicating the highest
levels of operational availability of plant systems running on
EQTEC's technology.
EQTEC's ability to design and deploy solutions that are modular
and scalable from 1MW to 30MW enables a wide range of business
models from small-scale, distributed plants that bring resilience
to the grid and support local-to-local, waste-to-value solutions,
to large-scale, centralised industrial facilities that can replace
legacy fossil fuel power stations or incineration facilities.
EQTEC's proven, proprietary and patented technology design,
together with its deployment and maintenance capabilities, mitigate
the risks of using third-party equipment. EQTEC's technology
integration capabilities enable the Group to lead collaborative
ecosystems of qualified partners to build sustainable waste
reduction and green energy infrastructure.
Strategy
The Company's target business model positions EQTEC as the
leading technology innovator and licensing partner to
owner-operators for syngas technology and production of renewable,
clean energy and biofuels. The Company's business strategy aims to
develop that market, position EQTEC as a leader within it and scale
the business through targeted development of capability and
capacity, enabled by digital tools and techniques. Critical to the
Company's success with this strategy is growth of a qualified and
well-integrated set of partners to deliver an increasing number of
activities essential to integration of EQTEC technologies into the
world's energy and biofuels plants of the future.
The Company currently generates income through three revenue
streams: development services, technology sales & services and
other revenues. Development services include activities essential
to achievement of Financial Close, from land acquisition, planning
& permitting and engineering & design to Engineering,
Procurement & Construction (EPC) selection, funding and legal
execution of contracts. Technology sales & services include
specification, manufacture and delivery on site of EQTEC-designed
equipment and essential ancillary equipment, on-site construction
advisory and further engineering as required, technology
integration support with non-EQTEC technology and commissioning of
the EQTEC-enabled plant. Other revenues include plant operations
from part-owned or wholly-owned Market Development Centres, from
consultancy or from provision of other non-core services.
The Company anticipates that its revenue streams will evolve in
the future, with development fees declining as partners
increasingly take over all but the core technology engineering work
leading to Financial Close. Greater differentiation across
technology sales & services is expected as partners are able to
integrate more fully and drive more projects with relative
independence, and with increasing revenue from technology
licensing, maintenance and other value-added services for
operational plants running EQTEC technology.
The Company currently develops business in the USA, UK and the
EU (including France, Italy, Croatia and Greece). The Company will
target new geographies as substantial pipelines of qualified
opportunities in those markets present themselves and as the
viability of a business development and delivery capability in
those markets can be established.
The Company is focused on maximising shareholder value in the
near term through greater recognition and adoption of its
commercial applications by global infrastructure investors and
owners operators and its accelerated execution of its licensing
strategy resulting in an increased valuation by the market,
measurable in the share price. To achieve this, the Company is
driving an increase in the number of operational plants running
EQTEC technology, after which it will also increase the variety of
applications of EQTEC solutions deployed in those plants. EQTEC is
currently pursuing projects with feedstock from municipal waste (in
the form of refuse-derived fuel, or RDF), from industry waste (such
as contaminated plastics) and from a range of agricultural and
forestry waste. In addition to CHP, EQTEC is currently pursuing
projects that would apply EQTEC's waste-to-syngas capabilities to
production of hydrogen, sustainable aviation fuel (SAF), synthetic
natural gas (SNG) and other biofuels.
EQTEC plc is quoted on the AIM market of the London Stock
Exchange (LSE), bears the Green Economy Mark awarded by the LSE,
and trades as AIM:EQT.
Current trading
EQTEC delivered EUR9.2 million in revenue in 2021 (EUR2.2
million in 2020) and, following a successful fund raise, the
Company expects to achieve revenues in line with market guidance
being EUR27 - 31 million in revenue in 2022. This assumes the
planned progression, in line with our expected time frame, of
project SPV sales, financial close and/ or commissioning of new
plants that would generate revenues from technology sales,
engineering service fees, development service fees and operations
& maintenance fees.
EQTEC has five plants under construction, with two approaching
commissioning and commercial operations from 2022 and nearly 20
other projects under development across seven geographies including
USA, UK, France, Italy, Croatia, Greece and Ireland. These projects
incorporate EQTEC solutions for biomass-to-power, RDF-to-power,
RDF-to-hydrogen, biomass-to-hydrogen, biomass-to-SNG and conversion
of contaminated plastics to clean energy.
The complete pipeline of opportunities for EQTEC includes over
200 potential projects in markets around the world.
Use of proceeds
In order to maintain its momentum for growth, support near-term
cash flow and accelerate implementation of its strategy, the Group
seeks to raise a minimum of GBP3 million (before expenses) for:
-- Maintaining momentum. These investments are aimed at
completing construction of plants and especially of demonstration
plants, as well as deployment of new technology solutions for
hydrogen, SNG and complex feedstocks such as RDF and contaminated
plastics. These investments will support greater awareness and
interest in EQTEC technology with funders, owner-operators,
partners and policymakers.
-- Accelerating growth. These investments are aimed at extending
the development of target markets and solutions, through second
and/ or third projects in existing markets including the USA, UK,
Croatia and Greece, as well as investment in development of
operations in EQTEC's target markets. Particularly in France the
Company is also seeking to acquire a decommissioned plant from a
liquidation process that if successful will be recommissioned using
EQTEC's technology.
-- Building for scale. These investments are aimed at building
capability and capacity across the Group business and especially in
the Engineering teams to support the burgeoning pipeline and
EQTEC's ability to take on an increasing number of projects.
Whilst the Fundraise is expected to enable the Company to
monetise its existing projects and build resilience within its 2022
business plan, in the event that there is an unplanned deferral or
delay in executing its pipeline of opportunities, the Company
retains access to the balance of the unsecured GBP10 million loan
facility announced on the 29 March 2022, not already drawn, in an
amount of GBP5 million, should the need arise. The remaining GBP5
million requires the lenders' consent and is subject to customary
conditions precedent as detailed in the facility agreement.
The Placing
The Company is seeking to a minimum of GBP3 million (before
expenses) from the Placing of the Placing Shares and the
subscription for PrimaryBid Shares and the Subscription Shares, in
each case at the Issue Price. The Placing will be conducted through
an accelerated bookbuild process which will be launched immediately
following this Announcement and will be subject to the terms and
conditions set out in Appendix I to this Announcement.
The final number of Placing Shares to be issued pursuant to the
Placing will be agreed by the Company and the Joint Brokers at the
close of the bookbuild and the results of the Placing will be
announced as soon as practicable thereafter. The timing for the
close of the bookbuild and the allocation of Placing Shares shall
be at the absolute discretion of the Joint Brokers in consultation
with the Company. The Company and the Joint Brokers reserve the
right to issue and sell a greater or lesser number of shares
through the Placing.
The Placing is conditional, inter alia, upon:
a) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission;
b) the Company having received signed Subscription Letters,
together with the relevant subscription monies, from each of the
Subscribers prior to Admission; and
c) Admission becoming effective by no later than 8.00 a.m. on
19(th) July 2022 or such later time and/or date as the Company and
the Joint Brokers may agree, being no later than 8.00 a.m. on 2(nd)
August 2022.
If any of the conditions of the Placing are not satisfied (or
where applicable waived), the Placing Shares will not be issued and
all monies received will be returned to the Placees at their own
risk and without interest as soon as possible thereafter.
No element of the Placing is underwritten.
PrimaryBid Offer
PrimaryBid intends to conduct an offer for subscription for
PrimaryBid Shares to raise up to GBP3 million on behalf of the
Company on the terms set out in a separate announcement to be made
by the Company immediately after this Announcement.
The PrimaryBid Offer is conditional upon (amongst other things)
the Placing Agreement not having been terminated and Admission
occurring on or before 8.00 a.m. on 19(th) July 2022 (or such later
date and /or time as the Company and the Joint Brokers may agree,
being no later than 8.00 a.m. on 2(nd) August 2022).
Subscription and Director participation
Pursuant the Subscription, the Company proposes to issue
approximately 513,000,000 Ordinary Shares at the Issue Price. The
Subscription will be conditional (amongst other things) on
Admission occurring on or before 8.00 a.m. on 19(th) July 2022 (or
such later date and as the Company may determine, being no later
than 8.00 a.m. on 2(nd) August 2022).
Certain of the Directors have indicated their intention to
subscribe for approximately GBP185,000 in aggregate pursuant to the
Subscription. Further details of such subscription will be set out
in the announcement to be made following closure of the bookbuild
process.
Issue of Ordinary Shares to strategic providers
The Company further announces that it is proposing to issue, in
aggregate, 32,657,286 new Ordinary Shares (the "Supplier Shares")
at the Issue Price to certain strategic service providers providing
business development and advisory services to the Group in
satisfaction of fees due to them. The issue of the Supplier Shares
will further align the interests of strategic advisers and service
providers with those of the Company and its shareholders.
Placing Agreement
Pursuant to the terms of the Placing Agreement, Canaccord and
Arden, as agents for the Company, have conditionally agreed to
severally use their respective reasonable endeavours to procure
Placees for the Placing Shares. Canaccord and Arden intend to
conditionally place the Placing Shares with investors at the Issue
Price. The Placing Agreement is conditional upon, inter alia on
Admission of the Placing Shares becoming effective on or before
8.00 a.m. on 19(th) July 2022 (or such later time and/or date as
the Company and the Joint Brokers may agree, but in any event by no
later than 8.00 a.m. on 2(nd) August 2022).
The Placing Agreement contains customary warranties from the
Company in favour of the Joint Brokers in relation to, inter alia,
the accuracy of the information in this Announcement and other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify the Joint Brokers in relation to
certain liabilities that they may incur in respect of the
Fundraising.
The Joint Brokers have the right to terminate the Placing
Agreement in certain circumstances prior to Admission, including,
inter alia, if any of the warranties given to the Joint Brokers in
the Placing Agreement were not true or accurate in any material
respect or were misleading when given or deemed given or would no
longer be true and accurate in any material respect, or would be
misleading if repeated or deemed repeated , the failure of the
Company to comply with certain of its obligations under the Placing
Agreement, the occurrence of an event which materiall y (in the
good faith opinion of the Joint Brokers) affects the financial
position and/or prospects of the Group as a whole or any change in
national or international financial, monetary, economic, political,
environmental, or stock market conditions (including any material
deterioration in, or material escalation in the response to, the
Covid-19 pandemic) which, in the good faith opinion of the Joint
Brokers will or is likely to be materially prejudicial to the Group
or to the Placing or Admission or to the subscription for Placing
Shares by Placees .
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Fundraising
and Admission including all legal and other professional fees and
expenses .
Admission
Application will be made to the London Stock Exchange for the
New Shares, which will all rank pari passu with the Company's
existing Ordinary Shares, to be admitted to trading on AIM.
Dealings in the New Shares are expected to commence on 8.00 a.m. on
19(th) July 2022 (or such later time and/or date as the Company and
the Joint Brokers agree, being in any event no later than 8.00 a.m.
on 2(nd) August 2022).
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord or Arden or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
NOTICE TO OVERSEAS PERSONS
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the New
Shares have not been, and will not be, registered under the United
States Securities Act of 1933 as amended or qualified for sale
under the laws of any state of the United States or under the
applicable laws of any of Canada, Australia, New Zealand, the
Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, New Zealand,
the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the New Shares in certain jurisdictions other than the
UK may be restricted or prohibited by law or regulation. Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. No action has been taken by the Company that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions. In particular, this
announcement may not be distributed, directly or indirectly, in or
into the United States, Canada, Australia, New Zealand, the
Republic of South Africa or Japan. Overseas Shareholders and any
person (including, without limitation, nominees and trustees), who
have a contractual or other legal obligation to forward this
document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
FORWARD-LOOKING STATEMENTS
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this document and include statements regarding
the Directors' current intentions, beliefs or expectations
concerning, among other things, the Group's results of operations,
financial condition, liquidity, prospects, growth, strategies and
the Group's markets.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Actual results and developments could differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this
document are based on certain factors and assumptions, including
the Directors' current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Group's operations,
results of operations, growth strategy and liquidity. Whilst the
Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect.
Save as required by law or by the AIM Rules, none of Arden,
Canaccord the Company, nor their respective directors undertakes
any obligation to publicly release the results of any revisions to
any forward-looking statements in this document that may occur due
to any change in the Directors' expectations or to reflect events
or circumstances after the date of this document.
GENERAL
Canaccord, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Broker to the Company in
connection with the Fundraising. Canaccord will not be responsible
to any person other than the Company for providing the protections
afforded to clients of Canaccord or for providing advice to any
other person in connection with the Fundraising, the Subscription
or any acquisition of shares in the Company. Canaccord is not
making any representation or warranty, express or implied, as to
the contents of this Announcement. Canaccord has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Canaccord for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information.
Arden, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Joint Broker to the Company in
connection with the Fundraising. Arden will not be responsible to
any person other than the Company for providing the protections
afforded to clients of Arden or for providing advice to any other
person in connection with the Fundraising, the Subscription or any
acquisition of shares in the Company. Arden is not making any
representation or warranty, express or implied, as to the contents
of this Announcement. Arden has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is
accepted by Arden for the accuracy of any information or opinions
contained in this Announcement or for the omission of any material
information.
Strand Hanson, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Financial Adviser and Nominated
Adviser to the Company in connection with the Fundraising. Strand
Hanson has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Strand
Hanson for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material information.
The responsibilities of Strand Hanson as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
The New Shares will not be admitted to trading on any stock
exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
INTERPRETATION
Certain terms used in this Announcement are defined under the
heading "Definitions" in Appendix II of this Announcement.
All times referred to in this Announcement are, unless otherwise
stated, references to London time.
All references to legislation in this Announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation or regulation
shall include any amendment, modification, re-enactment or
extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender and vice versa.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS ARE FOR
INFORMATION PURPOSES ONLY AND 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: (A) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS, BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION
(EU) 2017/1129 AS AMED FROM TIME TO TIME ("EU PROSPECTUS
REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS,
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS AMED FROM TIME TO TIME AND AS IT FORMS
PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), WHO ARE
PERSONS: (I) WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) WHO FALL
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) TO WHOM
THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND
CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR
PURCHASE OF THE PLACING SHARES.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract, or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and eligible for distribution through all distribution
channels as are permitted by the UK Product Governance Rules (the
"UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; (c) local implementing measures; and/or (d)
(where applicable to UK investors or UK firms) the relevant
provisions of the UK MiFID Laws (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined
in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and
(ii) eligible for distribution through all distribution channels as
are permitted by Directive 2014/65/EU or the UK MiFID Laws, as
applicable (the "EU Target Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the 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. Each of the UK Target Market Assessment
and the EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, the Joint Brokers will only procure
investors who meet the criteria of professional clients and
eligible counterparties each as defined under COBS or MiFID II, as
applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes Chapters 9A or 10A of COBS, or Directive 2014/65/EU or the
UK MiFID Laws, as applicable; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the 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 MiFID Laws" means:
(i) the Financial Services and Markets Act 2000 (Markets in
Financial Instruments) Regulations 2017 (SI 2017/701), The Data
Reporting Services Regulations 2017 (SI 2017/699) and the Financial
Services and Markets Act 2000 (Regulated Activities) (Amendment)
Order 2017 (SI 2017/488), and any other implementing measure which
operated to transpose EU MiFID II into UK law before 31 January
2020 (as amended and supplemented from time to time); and
(ii) the UK version of Regulation (EU) No 600/2014 of the
European Parliament, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented
from time to time.
(a) Introduction
These terms and conditions apply to persons making an offer to
acquire Placing Shares under the Placing. Each person to whom these
terms and conditions apply, as described above, who confirms its
agreement to either of the Joint Brokers, and the Company (whether
orally or in writing) to acquire Placing Shares under the Placing
(an "Investor") hereby agrees with the Joint Brokers and the
Company to be bound by the trade confirmation issued by the
relevant Joint Broker to such Investor and these terms and
conditions, being the terms and conditions upon which Placing
Shares will be sold under the Placing. An Investor shall, without
limitation, become so bound if a Joint Broker confirms to such
Investor its allocation of Placing Shares under the Placing.
Upon being notified of its allocation of Placing Shares in the
Placing, an Investor shall be contractually committed to acquire
the number of Placing Shares allocated to it at the Issue Price
and, to the fullest extent permitted by law, will be deemed to have
agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment. Dealing may not begin
before any notification is made.
(b) Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(except for Admission) (the "Conditions"), it is expected that
Admission will take place and dealings in the Placing Shares will
commence on AIM on or around 8.00 a.m. on 19(th) July 2022.
(c) Bookbuilding Process
Commencing today, the Joint Brokers will be conducting an
accelerated bookbuilding process to determine demand for
participation in the Placing by Placees (the "Bookbuilding
Process"). This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
However, the Joint Brokers will be entitled to effect the Placing
by such alternative method to the Bookbuilding Process as it may,
after consultation with the Company, determine. No commissions will
be paid by or to Placees in respect of any participation in the
Placing or subscription for Placing Shares.
(d) Participation in, and principal terms of, the Bookbuilding
Process
Each Joint Broker is acting as agent of the Company in
connection with the Placing.
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by a Joint Broker. Canaccord and Canaccord Affiliates
(as defined below) and Arden and Arden Affiliates (as defined
below) are entitled to participate as Placees in the Bookbuilding
Process as principals.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing. The price per Placing
Share (the "Issue Price") is fixed at 0.5 pence per Placing Share
and is payable to either of the Joint Brokers (as agents for the
Company) by all Placees.
The book will open with immediate effect. The Bookbuilding
Process is expected to close not later than 9.00 p.m. on 13(th)
July 2022, but may be closed at such earlier or later time as the
Joint Brokers may, in their absolute discretion (after consultation
with the Company), determine. A further announcement will be made
following the close of the Bookbuilding Process detailing the
number of Placing Shares to be subscribed for by the Placees at the
Issue Price (the "Placing Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the Joint
Brokers' consent, will not be capable of variation or revocation
after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at the relevant Joint Broker. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Issue Price. If successful, the relevant Joint Broker will
re-contact and confirm orally to Placees following the close of the
Bookbuilding Process the size of their respective allocations and a
trade confirmation will be despatched as soon as possible
thereafter. The relevant Joint Broker's oral confirmation of the
size of allocations and each Placee's oral commitments to accept
the same will constitute an irrevocable legally binding agreement
in favour of the Company and the relevant Joint Broker pursuant to
which each such Placee will be required to accept the number of
Placing Shares allocated to the Placee at the Issue Price and
otherwise on the terms and subject to the conditions set out herein
and in accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued by the relevant Joint Broker to such Placee.
The terms of this Appendix I will be deemed incorporated in that
trade confirmation.
The Joint Brokers reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event that the
Placing is oversubscribed. The Joint Brokers also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offers in part rather than in whole. The acceptance and, if
applicable, scaling back of offers shall be at the absolute
discretion of the Joint Brokers.
Each Placee's obligations will be owed to the Company and to the
relevant Joint Broker. Following the oral confirmation referred to
above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
relevant Joint Brokers, as agent of the Company, to pay to the
relevant Joint Broker (or as the relevant Joint Broker may direct)
in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares allocated to such Placee.
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".
All obligations of the Joint Brokers under the Placing will be
subject to fulfilment of the conditions referred to in this
Announcement including without limitation those referred to below
under "Conditions of the Placing".
To the fullest extent permissible by law, none of Canaccord, any
subsidiary of Canaccord, any branch, affiliate or associated
undertaking of Canaccord or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
a "Canaccord Affiliate") nor any person acting on their behalf
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
Canaccord, any Canaccord Affiliate nor any person acting on their
behalf shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Canaccord may determine.
To the fullest extent permissible by law, none of Arden, any
subsidiary of Arden, any branch, affiliate or associated
undertaking of Arden or of any such subsidiary nor any of their
respective directors, officers, employees, agents or advisers (each
an "Arden Affiliate") nor any person acting on their behalf shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
Arden, any Arden Affiliate nor any person acting on their behalf
shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Arden may determine.
(e) Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Brokers under the Placing Agreement
are conditional, among other things, upon:
(i) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
(ii) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and
as of the date of the Placing Agreement and at Admission;
(iii) the obligations of the Joint Brokers not having been
terminated (as described below under "Right to terminate under the
Placing Agreement");
(iv) the Company having received signed Subscription Letters,
together with the relevant subscription monies, from each of the
Subscribers prior to Admission ; and
(v) Admission of the Placing Shares, the PrimaryBid Shares and
the Subscription Shares occurring not later than 8.00 a.m. on
19(th) July 2022 or such later time and/or date as the Joint
Brokers and the Company may agree (but in any event not later than
2(nd) August 2022).
If (a) any of the Conditions of the Placing are not fulfilled
(or to the extent permitted under the Placing Agreement waived by
the Joint Brokers), or (b) the Placing Agreement is terminated in
the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. None of Canaccord or Arden, any Canaccord Affiliate or
Arden Affiliate, the Company, nor any subsidiary or subsidiary
undertaking of the Company, nor any branch, affiliate or associated
undertaking of any such company nor any of their respective
directors, partners, consultants, officers and employees (each an
"EQTEC Affiliate") 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 it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing
generally.
By participating in the Placing, each Placee agrees that the
Joint Brokers' rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
(f) Right to terminate under the Placing Agreement
The Joint Brokers have the right to terminate the Placing
Agreement in certain circumstances prior to Admission, in
particular, in the event of a breach of the warranties given to the
Joint Brokers in the Placing Agreement (in a manner which is
material in the context of the Placing), the failure of the Company
to comply with certain of its obligations under the Placing
Agreement, the occurrence of a force majeure event, a material
adverse change in the financial or trading position or prospects of
any member of the Group or a material deterioration in, or material
escalation in the response to, the Covid-19 pandemic.
By participating in the Placing, each Placee agrees with the
Joint Brokers that the exercise by the Joint Brokers of any right
of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Joint Brokers and
that the Joint Brokers need not make any reference to the Placees
in this regard and that, to the fullest extent permitted by law,
neither the Company, Canaccord, Arden, any Canaccord Affiliate, any
Arden Affiliate nor any EQTEC Affiliate shall have any liability
whatsoever to the Placees in connection with any such exercise or
failure to so exercise.
(g) No prospectus
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Joint Brokers and
the Company that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of a Joint Broker (other than the amount of the relevant
Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to herein), any Canaccord
Affiliate, any Arden Affiliate, any persons acting on its or their
behalf or the Company or any EQTEC Affiliate and none of Canaccord,
any Canaccord Affiliate, Arden, any Arden Affiliate nor any persons
acting on their behalf, the Company, any EQTEC Affiliate nor any
persons acting on their behalf will be liable for the decision of
any Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with each of the
Joint Brokers for itself and as agent for the Company that, except
in relation to the information contained in this Announcement, it
has relied on its own investigation of the business, financial or
other position of the Company in deciding whether or not to
participate in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
(h) Registration and settlement
Settlement of transactions in the Placing Shares (represented as
CREST depositary interests) following Admission will take place
within the CREST system, using the delivery versus payment
mechanism, subject to certain exceptions. The Joint Brokers reserve
the right to require settlement for and delivery of the Placing
Shares to Placees by such other means as the Joint Brokers may deem
necessary, including, without limitation, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 14(th) July 2022
Settlement Date 19(th) July 2022
CREST Stamp Marker 8-exempt
ISIN Code IE00BH3XCL94
SEDOL BH3XCL9
Deadline for input instruction 5.00 p.m. on 18(th) July 2022
into CREST
CREST ID for Canaccord 805
CREST ID for Arden 601
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
the relevant Joint Broker and settlement instructions. Placees
should settle against the relevant Joint Broker's CREST ID shown
above. It is expected that such trade confirmation will be
despatched on the expected Trade Date shown above. Each Placee
agrees 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 it has in place
with the relevant Joint Broker.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by the relevant Joint Broker.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Joint Brokers may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the Joint Brokers' own account and
profit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The Placee will, however, remain liable for
any shortfall below the aggregate amount owed by such Placee and it
may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Canaccord, Arden nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
(i) Agreement to acquire Placing Shares
Conditional on: (i) Admission occurring and becoming effective
by 8.00 a.m. (London time) on 19(th) July 2022 (or such later time
and/or date as the Company and the Joint Brokers may agree being no
later than 8.00 a.m. (London time) on 2(nd) August 2022) and on the
Placing Agreement being otherwise unconditional in all respects and
not having been terminated in accordance with its terms on or
before Admission; and (ii) the confirmation mentioned under
paragraph (a) above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Issue Price.
The number of Placing Shares acquired by such Investor under the
Placing shall be in accordance with the arrangements described
above.
(j) Payment for Placing Shares
Each Investor undertakes to pay the Issue Price for each of the
Placing Shares acquired by such Investor in such manner as shall be
directed by the relevant Joint Broker. In the event of any failure
by an Investor to pay as so directed by the relevant Joint Broker ,
the relevant Investor shall be deemed hereby to have appointed the
relevant Joint Broker or its nominee to sell (in one or more
transactions) any or all of the Placing Shares in respect of which
payment has not been made as so directed by the relevant Joint
Broker and to have agreed to indemnify on demand the relevant Joint
Broker in respect of any liability for stamp duty and/or stamp duty
reserve tax arising in respect of any such sale or sales.
(k) Representations and warranties
By receiving this Announcement, each Investor and, to the extent
applicable, any person confirming his agreement to acquire Placing
Shares on behalf of an Investor or authorising the Joint Brokers to
notify an Investor's name to the Registrars, is deemed to
acknowledge, agree, undertake, represent and warrant to each of
Canaccord, Arden, the Registrars and the Company that:
(i) the Investor has read and understood this Announcement in
its entirety and acknowledges that its participation in the Placing
shall be made solely on the terms and subject to the conditions set
out in these terms and conditions, the Placing Agreement and the
Articles. Such Investor agrees that these terms and conditions and
the trade confirmation issued by the relevant Joint Broker to such
Investor represent the whole and only agreement between the
Investor, the relevant Joint Broker and the Company in relation to
the Investor's participation in the Placing and supersede any
previous agreement between any of such parties in relation to such
participation. Accordingly, all other terms, conditions,
representations, warranties and other statements which would
otherwise be implied (by law or otherwise) shall not form part of
these terms and conditions. Such Investor agrees that none of the
Company, Canaccord, Arden, nor any of their respective officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(ii) the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither
the Joint Brokers nor any person affiliated with the Joint Brokers
or acting on their behalf is responsible for or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by the Investor to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise;
(iii) the Investor has not relied on the Company, Canaccord,
Arden or any person affiliated with the Company or Canaccord or
Arden in connection with any investigation of the accuracy of any
information contained in this Announcement or its investment
decision;
(iv) in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft
thereof or other information or representation concerning the
Group, the Placing or the Placing Shares. Such Investor agrees that
neither the Company, Canaccord, Arden nor their respective
officers, directors, partners, consultants or employees will have
any liability for any such other information or representation and
irrevocably and unconditionally waives any rights it may have in
respect of any such other information or representation;
(v) neither of the Joint Brokers are making any recommendations
to Investors or advising any of them regarding the suitability or
merits of any transaction they may enter into in connection with
the Placing and the Investor acknowledges that its participation in
the Placing is on the basis that it is not and will not be a client
of either Joint Broker and that the Joint Brokers are acting for
the Company and no one else, that the Joint Brokers will not be
responsible to anyone else for the protections afforded to their
respective clients, that the Joint Brokers will not be responsible
for anyone other than the Company for providing advice in relation
to the Placing, the contents of this Announcement or any
transaction, arrangements or other matters referred to herein, and
that the Joint Brokers will not be responsible for anyone other
than the relevant party under the Placing Agreement in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or
performance of the Joint Brokers' rights and obligations
thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
(vi) save in the event of fraud on their part (and to the extent
permitted by the rules of the FCA), neither Joint Broker nor any of
their respective directors or employees shall be liable to the
Investor for any matter arising out of the role of the Joint
Brokers as the Company's joint brokers or otherwise, and that where
any such liability nevertheless arises as a matter of law the
Investor will immediately waive any claim against the Joint Brokers
and any of their respective directors and employees which an
Investor may have in respect thereof;
(vii) the Investor has complied with all applicable laws and the
Investor will not infringe any applicable law as a result of its
agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or any actions arising from the Investor's
rights and obligations under the Investor's agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles;
(viii) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order: (i) to enable the Investor lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under the Placing; and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Investor's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a)
its constitutional documents; or (b) any agreement to which the
Investor is a party or which is binding on the Investor or its
assets;
(ix) it understands that no action has been or will be taken in
any jurisdiction by the Company, Canaccord, Arden or any other
person that would permit a public offering of the Placing Shares,
or possession or distribution of this Announcement, in any country
or jurisdiction where action for that purpose is required; and
that, if the Investor is in a relevant EEA member state, it is: (i)
a Qualified Investor; (ii) otherwise permitted by law to be offered
and sold Placing Shares in circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of
the EU Prospectus Regulation or other applicable laws; or (iii) in
the case of any Placing Shares acquired by the Investor as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation, either:
1. 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 placing or resale to, persons in any relevant member state
other than Qualified Investors, or in circumstances in which the
prior consent of the Joint Brokers has been given to the placing or
resale; or
2. where Placing Shares have been acquired by it on behalf of
persons in any relevant member state other than Qualified
Investors, the placing of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons;
(x) to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this
Announcement and acknowledges and agrees to comply with the selling
restrictions set out in this Announcement;
(xi) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities legislation of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Canada, Australia, New Zealand, the Republic of
South Africa or Japan or where to do so may contravene local
securities laws or regulations;
(xii) the Investor is, and at the time the Placing Shares are
acquired will be, located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in
accordance with Regulation S;
(xiii) the Investor is not acquiring the Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S
or as a result of any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D
under the Securities Act);
(xiv) if it is acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make
the representations, warranties, agreements and acknowledgements
herein on behalf of each such account;
(xv) the Investor is acquiring the Placing Shares for investment
purposes only and not with a view to any resale, distribution or
other disposition of the Placing Shares in violation of the
Securities Act or any other United States federal or applicable
state securities laws;
(xvi) the Company is not obliged to file any registration
statement in respect of resales of the Placing Shares in the United
States with the US Securities and Exchange Commission or with any
state securities administrator;
(xvii) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Investor, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(xviii) the Investor invests in or purchases securities similar
to the Placing Shares in the normal course of its business and it
has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an
investment in the Placing Shares;
(xix) the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to
such financial and other information concerning the Company and the
Placing Shares as the Investor deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Investor has concluded that an investment in the Placing Shares is
suitable for it or, where the Investor is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(xx) the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to
bear the economic risk of an investment in the Placing Shares for
an indefinite period and the loss of its entire investment in the
Placing Shares;
(xxi) there may be adverse consequences to the Investor under
tax laws in other jurisdictions resulting from an investment in the
Placing Shares and the Investor has made such investigation and has
consulted such tax and other advisors with respect thereto as it
deems necessary or appropriate;
(xxii) the Investor is not a resident of the United States,
Canada, Australia, New Zealand the Republic of South Africa or
Japan or any other Restricted Jurisdiction and acknowledges that
the Placing Shares have not been and will not be registered nor
will a prospectus be prepared in respect of the Placing Shares
under the securities legislation of the United States, Canada,
Australia, New Zealand, the Republic of South Africa or Japan and,
subject to certain exceptions, the Placing Shares may not be
offered or sold, directly or indirectly, in or into those
jurisdictions;
(xxiii) the Investor is 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 UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(xxiv) in the case of a person who confirms to the relevant
Joint Broker on behalf of an Investor an agreement to acquire
Placing Shares under the Placing and/or who authorises the relevant
Joint Broker to notify such Investor's name to the Registrars, that
person represents that he has authority to do so on behalf of the
Investor;
(xxv) the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 ("Money Laundering Regulations
2017") and any other applicable law concerning the prevention of
money laundering and, if it is making payment on behalf of a third
party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain
from the third party copies of any identification and verification
data immediately on request as required by the Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, definitive certificates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Investor's allocation may be retained at the
relevant Joint Brokers' discretion;
(xxvi) the Investor agrees that, due to anti-money laundering
and the countering of terrorist financing requirements, the Joint
Brokers and/or the Company may require proof of identity of the
Investor and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by the Investor to produce any
information required for verification purposes, the Joint Brokers
and/or the Company may refuse to accept the application and the
moneys relating thereto. The Investor holds harmless and will
indemnify the Joint Brokers and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
(xxvii) the Investor is not, and is not applying as nominee or
agent for, a person which is, or may be, mentioned in any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depository
receipts and clearance services);
(xxviii) the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving
the UK;
(xxix) if the Investor is in the UK, the Investor is a person:
(i) who has professional experience in matters relating to
investments falling within article 19(5) of the Order; or (ii) a
high net worth entity falling within article 49(2)(a) to (d) of the
Order; or (iii) is a person to whom this Announcement may otherwise
be lawfully communicated, and in all cases is capable of being
categorised as a Professional Client or Eligible Counterparty for
the purposes of the Financial Conduct Authority Conduct of Business
Rules;
(xxx) if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of
Annex ll/Article 30 (2) of MiFID and is not participating in the
Placing on behalf of persons in the EEA other than professional
clients or persons in the UK and other Member States (where
equivalent legislation exists) for whom the Investor has authority
to make decisions on a wholly discretionary basis;
(xxxi) each Investor in the UK who acquires any Placing Shares
under the Placing contemplated hereby will be deemed to have
represented, warranted and agreed with each of the Joint Brokers
and the Company that: (i) it is a qualified investor within the
meaning of Article 2(e) of the UK Prospectus Regulation; and (ii)
in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation: (A) 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 the UK
other than qualified investors, as that term is defined in the UK
Prospectus Regulation, or in other circumstances falling within
Article 5(1) of the UK Prospectus Regulation and the prior consent
of the Joint Brokers has been given to the offer or resale; or (B)
where Placing Shares have been acquired by it on behalf of persons
in the UK other than qualified investors, the offer of those
Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;
(xxxii) each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby
will be deemed to have represented, warranted and agreed with each
of the Joint Brokers and the Company that: (i) it is a qualified
investor within the meaning of the law in that relevant member
state implementing Article 2(e) of the EU Prospectus Regulation;
and (ii) 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: (A) the Placing Shares acquired by it in
the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
relevant member state other than qualified investors, as that term
is defined in the EU Prospectus Regulation, or in other
circumstances falling within Article 5(1) of the EU Prospectus
Regulation and the prior consent of the Joint Brokers has been
given to the offer or resale; or (B) where Placing Shares have been
acquired by it on behalf of persons in any relevant member state
other than qualified investors, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation as having
been made to such persons;
(xxxiii) represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the Irish Takeover Code;
(xxxiv) in the case where the Investor confirms to a Joint
Broker an agreement to acquire Placing Shares under the Placing on
behalf of a third party, the terms on which the Investor (or any
person acting on its behalf) is engaged enable it to make
investment decisions in relation to securities on that third
party's behalf without reference to that third party;
(xxxv) the exercise by the Joint Brokers of any rights or
discretions under the Placing Agreement shall be within their
absolute discretion and the Joint Brokers need not have any
reference to the Investor and shall have no liability to the
Investor whatsoever in connection with any decision to exercise or
not to exercise or to waive any such right and the Investor agrees
that it shall have no rights against the Joint Brokers or any of
their respective directors or employees under the Placing
Agreement;
(xxxvi) it irrevocably appoints any director of the relevant
Joint Broker as its agent for the purposes 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 agreed to be taken up by it under the
Placing and otherwise to do all acts, matters and things as may be
necessary for, or incidental to, its acquisition of any Placing
Shares in the event of its failure so to do;
(xxxvii) it will indemnify and hold the Company, the Joint
Brokers and their respective affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this paragraph and further agrees that the
provisions of this paragraph will survive after completion of the
Placing;
(xxxviii) the Joint Brokers may, in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Placing Shares and/or related instruments for their own
account and, except as required by applicable law or regulation,
the Joint Brokers will not make any public disclosure in relation
to such transactions; and
(xxxix) the Joint Brokers and each of their respective
affiliates, each 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 the Joint Brokers and/or any of their respective
affiliates, acting as an investor for its or their own account(s).
Neither the Joint Brokers nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so.
The Company and the Joint Brokers will rely upon the truth and
accuracy of each of the foregoing representations, warranties and
undertakings.
(l) Supply and disclosure of information
If any of the Joint Brokers, the Registrars or the Company or
any of their respective agents request any information about an
Investor's agreement to acquire Placing Shares, such Investor must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
(m) Miscellaneous
The rights and remedies of the Joint Brokers, the Registrars 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 of one will not prevent
the exercise of others.
(i) On application, each Investor may be asked to disclose, in
writing or orally to the relevant Joint Broker:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
(ii) All documents will be sent at the Investor's risk. They may
be sent by post to such Investor at an address notified to the
relevant Joint Broker.
(iii) Each Investor agrees to be bound by the Articles (as
amended from time to time) once the Placing Shares which such
Investor has agreed to acquire have been acquired by such
Investor.
(iv) These provisions may be waived, varied or modified as
regards specific Investors or on a general basis by the Joint
Brokers.
(v) The contract to acquire Placing Shares and the appointments
and authorities mentioned herein will be governed by, and construed
in accordance with, the laws of England and Wales. For the
exclusive benefit of Canaccord, Arden, the Company and the
Registrars, each Investor irrevocably submits to the exclusive
jurisdiction of the English courts in respect of these matters.
This does not prevent an action being taken against an Investor in
any other jurisdiction.
(vi) In the case of a joint agreement to acquire Placing Shares,
references to an "Investor" in these terms and conditions are to
each of such Investors and such joint Investors' liability is joint
and several.
(vii) The Joint Brokers and the Company each expressly reserve
the right to modify the Placing (including, without limitation, its
timetable and settlement) at any time before allocations of Placing
Shares under the Placing are determined.
(viii) The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated.
APPIX II
DEFINITIONS
Admission the admission of the New Shares to trading
an AIM in accordance with the AIM Rules
AIM AIM, a market operated by the London Stock
Exchange
AIM Rules the rules of AIM as set out in the publication
entitled 'AIM Rules for Companies' published
by London Stock Exchange from time to time
Announcement this announcement, including the appendices
Arden Arden Partners plc, a company incorporated
in England and Wales with registered number
04427253 and having its registered office
at 5 George Road, Edgbaston, Birmingham,
England, B15 1NP, the Company's Joint Broker
Articles the articles of association of the Company
in force from time to time
Board or the Directors the board of directors of the Company as
at the date of this Announcement
Canaccord Canaccord Genuity Limited, a company incorporated
in England and Wales with registered number
01774003 and having its registered office
at 88 Wood Street, London, EC2V 7QR, the
Company's Joint Broker
Company EQTEC plc, a company incorporated in Ireland
with registered number 462861 and having
its registered office at 1000 Citygate,
Mahon, Cork T12 W7CV, Ireland
CREST the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear UK & Ireland Limited is the Operator
(as defined in the CREST Regulations)
CREST Regulations the Uncertified Securities Regulations
2001 (SI 2001/3755), as amended
FCA the Financial Conduct Authority
Fundraising the proposed Placing, PrimaryBid Offer
and Subscription
Group the Company and its subsidiaries
Investor a person a who confirms its agreement to
Canaccord or Arden, as applicable, (whether
orally or in writing) to acquire Placing
Shares under the Placing
Irish Takeover Code the Irish Takeover Panel Act 1997, Takeover
Rules 2013
Issue Price 0.5 pence per New Share
Joint Brokers Canaccord and Arden and "Joint Broker"
shall be construed accordingly
London Stock Exchange London Stock Exchange plc
New Shares the Placing Shares, the PrimaryBid Shares,
the Subscription Shares and the Supplier
Shares
Ordinary Shares the ordinary shares of EUR0.001 each in
the Company
Overseas Shareholders those Shareholders with registered addresses
outside the UK or who are incorporated
in, registered in or otherwise resident
or located in, countries outside the UK
Placees subscribers of Placing Shares
Placing the placing of the Placing Shares by the
Joint Brokers with Placees at the Issue
Price
Placing Agreement the agreement dated 13(th) July 2022 entered
into between the Company and the Joint
Brokers in respect of the Placing
Placing Shares such number of new Ordinary Shares (or
CREST depositary interests representing
such shares) to be issued pursuant to the
Placing, the final number of which will
be confirmed on completion of the bookbuilding
process
PrimaryBid means PrimaryBid Limited, a limited company
registered in England and Wales (No. 08092575)
with its registered office at 21 Albemarle
Street, London W1S 4BS
PrimaryBid Offer the offer for subscription of PrimaryBid
Shares to be undertaken by PrimaryBid on
behalf of the Company subject to, inter
alia, Admission
PrimaryBid Shares the new Ordinary Shares (or CREST depositary
interests representing such shares) to
be allotted and issued pursuant to the
PrimaryBid Offer
Registrars Link Asset Services of 2 Grand Canal Square,
Dublin 2, Ireland
Regulation S Regulation S under the Securities Act
Regulatory Information has the meaning given in the AIM Rules
Service
Securities Act United States Securities Act of 1933
Shareholders the holders of Ordinary Shares
Strand Hanson Strand Hanson Limited, a company incorporated
in England and Wales with registered number
02780169 and having its registered office
at 26 Mount Row, London, W1K 3SQ, the Company's
Nominated and Financial Adviser
Subscribers means a person subscribing for the Subscription
Shares pursuant to the Subscription
Subscription the proposed direct subscription with the
Company for the Subscription Shares at
the Issue Price
Subscription Letter(s) means the subscription letter(s) entered
into by the Subscribers in respect of the
Subscription
Subscription Shares the new Ordinary Shares (or CREST depositary
interests representing such shares) which
may be allotted and issued pursuant to
the Subscription
Supplier Shares the 32,657,286 new Ordinary Shares (or
CREST depositary interests representing
such shares) which are proposed to be issued
to certain suppliers to the Company at
the Issue Price in satisfaction of amounts
due to them for services provided to the
Group
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
US or United States the United States of America, its territories
and possessions, any state of the United
States of America and the District of Columbia
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
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END
IOEEASXDFLXAEFA
(END) Dow Jones Newswires
July 13, 2022 11:50 ET (15:50 GMT)
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