TIDMLIFS
RNS Number : 5276X
LifeSafe Holdings PLC
21 December 2023
THE INFORMATION IN THIS ANNOUNCEMENT, WHICH INCLUDES CERTAIN
INFORMATION DRAWN FROM PUBLIC SOURCES, DOES NOT PURPORT TO BE
COMPREHENSIVE AND HAS NOT BEEN INDEPENTLY VERIFIED. THIS
ANNOUNCEMENT CONTAINS STATEMENTS THAT ARE, OR MAY BE DEEMED,
FORWARD-LOOKING STATEMENTS, WHICH RELATE, INTER ALIA, TO THE
COMPANY'S PROPOSED STRATEGY, PLANS AND OBJECTIVES. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE CONTROL OF THE
COMPANY (INCLUDING BUT NOT LIMITED TO FUTURE MARKET CONDITIONS,
LEGISLATIVE AND REGULATORY CHANGES, THE ACTIONS OF GOVERNMENTAL
REGULATORS AND CHANGES IN THE POLITICAL, SOCIAL OR ECONOMIC
FRAMEWORK IN WHICH THE COMPANY OPERATES) THAT COULD CAUSE THE
ACTUAL PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY
DIFFERENT FROM SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS,
UNCERTAINTIES, OUTCOMES AND ASSUMPTIONS WHICH ARE DIFFICULT TO
PREDICT, QUALIFY AND/OR QUANTIFY. SUCH FORWARD-LOOKING STATEMENTS
ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT
AND FUTURE STRATEGIES. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY
AS OF THE DATE OF THIS ANNOUNCEMENT. THE COMPANY EXPRESSLY
DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES
OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO
REFLECT ANY NEW INFORMATION AND/OR CHANGE IN EVENTS, CONDITIONS,
AND/OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED, UNLESS
REQUIRED TO DO SO BY LAW, THE AIM RULES OR ANY APPROPRIATE
REGULATORY AUTHORITY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT
WHATSOEVER IN ANY OF THOSE JURISDICTIONS. ANY FAILURE TO COMPLY
WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAW OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN OR
INTO THE UNITED STATES. THE NEW ORDINARY SHARES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, DELIVERED OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN OR INTO 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 COMPANY DOES NOT INT TO REGISTER ANY PORTION OF THE
PLACING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF
SECURITIES IN THE UNITED STATES.
WH IRELAND LIMITED ("WH IRELAND"), WHICH IS AUTHORISED AND
REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY,
IS ACTING FOR THE COMPANY AND FOR NO-ONE ELSE IN CONNECTION WITH
THE PLACING, AND WH IRELAND WILL NOT BE RESPONSIBLE TO ANYONE OTHER
THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS
CUSTOMERS OR FOR PROVIDING ADVICE TO ANY OTHER PERSON IN RELATION
TO THE PLACING OR ANY OTHER MATTER REFERRED TO HEREIN.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
APPIX.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED.
LifeSafe Holdings plc
("LifeSafe" or the "Company")
Proposed Placing to raise approximately GBP370,000
Proposed Share Subscription to raise approximately GBP30,000
LifeSafe Holdings plc, a fire safety technology business with
innovative fire extinguishing fluids and fire safety products,
announces its intention to raise gross proceeds of up to, in
aggregate, approximately GBP370,000 by means of a placing of new
Ordinary Shares ("Placing Shares") to certain institutional and
other investors (the "Placing") at a price of 16 pence per share
(the "Placing Price").
The Placing Price represents a discount of approximately 22 per
cent. to the Closing Price on AIM of 20.5 pence per Ordinary Share
on 20 December 2023, being the latest practicable business day
prior to the publication of this Announcement.
In addition to the Placing, certain investors procured by the
Company are expected to subscribe for new Ordinary Shares at the
Placing Price pursuant to subscription agreements proposed to be
entered into directly with the Company (the "Share Subscription").
The Share Subscription is proposing to raise GBP30,000 (before
expenses) through the issue of 187,500 new Ordinary Shares at the
Placing Price ("Subscription Shares").
The Placing is being conducted in two tranches with the second
tranche of Placing Shares being issued on a delayed settlement and
admission. The Placing Shares will be issued fully paid and will
rank pari passu in all respects with the Company's existing
Ordinary Shares.
The Placing element is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in Appendix I to this Announcement.
WH Ireland Limited ("WH Ireland") is acting as broker in
relation to the Placing. A placing agreement has been entered into
today between the Company and WH Ireland in connection with the
Placing (the "Placing Agreement").
A further announcement confirming the closing of the Placing and
the number of new Ordinary Shares to be issued pursuant to the
Placing and Share Subscription is expected to be made in due
course.
Placing Highlights
-- Two tranche fundraising by way of the Placing to raise, in
aggregate, up to approximately GBP370,000 (before expenses) through
the issue of, in aggregate, up to 2,312,500 new Ordinary Shares at
the Placing Price.
-- Placing element to be conducted via an accelerated bookbuild process launching today.
-- Share Subscription at the Placing Price to raise
approximately GBP30,000 (before expenses) to be completed at the
same time as the Placing.
-- The Placing Shares and Subscription Shares, assuming full
take-up of the Placing and Share Subscription, will represent
approximately 9.0 per cent. of the Enlarged Issued Share
Capital.
-- The net proceeds of the Placing will be utilised by the
Company to finance, until the second quarter of 2024, both the
shortfall in working capital caused by the Group's performance in
2023, and the additional resource required for the new wholesale
and industrial products.
-- The final number of Placing Shares will be agreed by WH
Ireland and the Company at the close of the Bookbuild, and the
result of the Placing will be announced as soon as practicable
thereafter.
-- The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of WH Ireland, in
agreement with the Company. The Placing is not underwritten.
-- The Appendix I to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
Background to and reasons for the Placing
The Board is refining the Group's strategy in order to
accelerate the Company's move to profitability in the light of the
increased advertising and logistics costs and revenue slippage
which were announced on 29 November 2023, notwithstanding early
signs of a significantly higher return on advertising spend
pursuant to a new digital advertising approach in the first week of
December.
The Board has nonetheless resolved to increase the Group's focus
on higher margin business, not only in its existing direct to
consumer products, but also in its new wholesale and industrial
thermal runaway, pre-trauma and wildfire products.
As a result, it anticipates that 2024 growth in revenues, albeit
at higher margins, will be in excess of 10 per cent. compared to
2023 but lower than previously projected. These projections
currently include only minimal contributions from the Company's new
wholesale and industrial products. Having already achieved
reductions primarily in supply chain and logistics costs, the Board
anticipates that the Group will be approaching EBITDA breakeven in
the year ending 31 December 2024.
The purpose of this fund raising is to finance, until the second
quarter of 2024, the shortfall in working capital caused by the
Group's performance in 2023 and a delayed HMRC VAT refund of
GBP350,000 forecast to be received by the end of February 2024, and
to commit resource to the new wholesale and industrial
products.
The Placing
The Placing comprises a proposed placing of new Ordinary Shares
to be effected in two tranches. The Company intends to issue, in
aggregate, up to 1,729,875 new Ordinary Shares (the "First Placing
Shares"), to raise gross proceeds of approximately GBP276,780, to
participants in the Placing. The First Placing Shares are expected
to be admitted to trading on AIM on or around 29 December 2023.
The Company intends to issue up to a further 582,625 new
Ordinary Shares (the "Second Placing Shares"), to raise gross
proceeds of approximately a further GBP93,220. The Second Placing
Shares are expected to be admitted to trading on AIM on or around
16 January 2024.
WH Ireland Limited is acting as bookrunner in connection with
the Placing ("WH Ireland" or the "Bookrunner"). The First Placing
Shares and Second Placing Shares are being offered by way of an
accelerated bookbuild (the "Accelerated Bookbuild"), which will be
launched immediately following this Announcement, in accordance
with the terms and conditions set out in Appendix I to this
Announcement.
Admission of the First Placing Shares (the "First Admission") is
conditional, inter alia, upon the First Admission becoming
effective and the placing agreement dated 20 December 2023 between
the Company and the Bookrunner (the "Placing Agreement") not having
been terminated and becoming unconditional in respect of the First
Placing Shares.
Admission of the Second Placing Shares (the "Second Admission")
is, conditional, inter alia, on the Second Admission becoming
effective, the Placing Agreement not having been terminated and
becoming unconditional.
The issue of the First Placing Shares is not conditional on
issue of the Second Placing Shares. The issue of the First Placing
Shares will not be affected by any or all of the Second Placing
failing to complete for any reason.
In connection with the Placing, the Company has entered into the
Placing Agreement with WH Ireland which contains certain customary
warranties given by the Company with respect to the Company's
business and customary indemnities given by the Company in respect
of liabilities arising out of or in connection with the
Placing.
The Placing is conditional, amongst other things, on:
-- admission of the First Placing Shares becoming effective by
no later than 8.00 a.m. on 29 December 2023 and admission of the
Second Placing Shares becoming effective by no later than 8.00 a.m.
on 16 January 2024 (or such later time(s) and / or date(s) as the
Company and the Bookrunner shall agree, not being later than 31
January 2024);
-- the delivery by the Company to the Bookrunner of certain
documents required under the Placing Agreement, on signing and at
both the First Admission and Second Admission;
-- the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to admission of the First Placing Shares or the
Second Placing Shares as applicable; and
-- the Placing Agreement not having been terminated by the
Bookrunner in accordance with its terms.
For the avoidance of doubt, if the Placing Agreement between the
Company and WH Ireland is terminated prior to First Admission then
the Placing will not occur. If, however, the Placing Agreement is
terminated following First Admission but prior to Second Admission
then Second Admission will not occur but Placees' obligations will
remain fully effective in respect of the first tranche of placing
shares and First Admission.
The Placing Shares, assuming full take-up pursuant to the
Placing, will represent approximately 8.3 per cent. of the
Company's Enlarged Issued Share Capital.
WH Ireland is acting as agent for the Company and has agreed to
use its reasonable endeavours to place approximately 2,312,500
Placing Shares at the Placing Price with new and existing
investors. The final number of Placing Shares will be agreed
between WH Ireland and the Company at the close of the Bookbuild
and the result will be announced as soon as practicable thereafter.
The timing for the close of the Bookbuild and allocation of the
Placing Shares shall be at the discretion of WH Ireland, in
agreement with the Company. The Placing is not underwritten. The
Appendix I to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing. In connection with the Placing, the Company has entered
into a Placing Agreement with WH Ireland, which contains customary
warranties given by the Company with respect to the Company's
business and customary indemnities given by the Company in respect
of liabilities arising out of or in connection with the
Placing.
The timing of the closure of the Placing and the allocation of
the Placing Shares to be issued at the Placing Price are to be
determined at the discretion of the Company and the Bookrunner.
Admission to trading
Application will be made to the London Stock Exchange for
admission of the First Placing Shares and Subscription Shares to
trading on AIM. It is expected that admission will become effective
and dealings in the First Placing Shares and Subscription Shares
commence at 8.00 a.m. on or around 29 December 2023.
Following admission of the First Placing Shares and Subscription
Shares, the total issued ordinary share capital of the Company will
comprise 27,293,358 Ordinary Shares with voting rights. This figure
may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in, the
Company's share capital.
A further announcement will be made following the closure of the
Placing, confirming final details of the Placing.
Application will also be made to the London Stock Exchange for
admission of the Second Placing Shares to trading on AIM. It is
expected that admission will become effective and dealings in the
Second Placing Shares commence at 8.00 a.m. on or around 16 January
2024.
Following admission of the Second Placing Shares, the total
issued ordinary share capital of the Company is expected to
comprise 27,875,983 Ordinary Shares with voting rights (assuming
full take up of the Second Placing Shares). This figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company's share capital.
The Placing is not being underwritten and the Placing is not
conditional on a minimum amount being raised.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014, as amended, as it forms
part of the domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018, as amended ("MAR"). In
addition, market soundings (as defined in MAR) were taken in
respect of the Placing with the result that certain persons became
aware of inside information (as defined in MAR), as permitted by
MAR. This inside information is set out in this Announcement.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside
information relating to the Company and its securities.
For further enquiries:
LifeSafe Holdings plc Via FTI Consulting
Dominic Berger, Chairman info@lifesafetechnologies.com
Neil Smith, Chief Executive Officer
Mike Stilwell, Chief Financial
Officer
WH Ireland Limited (Nominated Tel: +44 (0) 20 7220 1666
Adviser & Broker)
Chris Fielding
Darshan Patel
Isaac Hooper
FTI Consulting (Financial Communications) Tel: +44 (0) 20 3727 1000
Tom Hufton LifeSafe@fticonsulting.com
Harriet Jackson
Liam Gerrard
Additional Information
Details of the Placing Agreement and the Placing Shares
Pursuant to the Placing Agreement, the Bookrunner, as agent for
the Company, has conditionally agreed to use reasonable endeavours
to procure subscribers at the Placing Price for the Placing
Shares.
The Bookrunner intends to conditionally place the Placing Shares
with certain institutional and other investors at the Placing
Price.
The Placing is being conducted in two tranches on a
non-pre-emptive basis. The Company intends to raise gross proceeds
of approximately GBP370,000 pursuant to the Placing. The Company
intends to issue up to 1,729,875 First Placing Shares, to raise
gross proceeds of approximately GBP276,780, and up to 582,625
Second Placing Shares, to raise gross proceeds of approximately
GBP93,220, pursuant to the Company's pre-existing share capital
authorities to allot equity securities granted at the Company's
general meeting held on 22 August 2023. The First Placing Shares
are expected to be admitted to trading on AIM on or around 29
December 2023, the Second Placing Shares are expected to be
admitted to trading on AIM on or around 16 January 2024 (or such
later date and/or time as the Bookrunner and the Company may agree,
being no later than 8.00 a.m. on 31 January 2024).
Admission of the First Placing Shares is conditional, inter
alia, upon the First Admission becoming effective and the Placing
Agreement not having been terminated and becoming unconditional in
respect of the First Placing Shares. Admission of the Second
Placing Shares is also conditional, inter alia, upon the Second
Admission becoming effective and the Placing Agreement not having
been terminated.
In the event that the Conditions have not been fulfilled prior
to the Second Admission Long Stop Date, then the Second Placing
will not complete and the funds from the Second Placing will not be
received.
It should be noted that First Admission is not conditional upon
Second Admission. However, Second Admission is conditional on First
Admission.
The Second Placing is conditional upon (amongst other things)
the Placing Agreement not having been terminated and Second
Admission occurring on or around 16 January 2024 (or such later
date and/or time as the Bookrunner and the Company may agree, being
no later than 8.00 a.m. on 31 January 2024).
The Bookrunner has the right to terminate the Placing Agreement
in certain circumstances prior to First Admission, or after First
Admission but before Second Admission in respect of the Second
Placing Shares, including (but not limited to): in the event that
there is a breach of any of the warranties set out in the Placing
Agreement or in the event of certain changes or developments which,
in the opinion of the Bank, acting in good faith, would or would be
reasonably likely to prejudice materially the Placing or Admission
in general, or would or would be reasonably likely to make it
impracticable or inadvisable to proceed with the Placing and
Admission, or render the creation of a market in the ordinary share
capital of the Company temporarily or permanently impracticable. If
this termination right is exercised or if the conditionality in the
Placing Agreement is not satisfied, the Placing will not
proceed.
For the avoidance of doubt, if the Placing Agreement between the
Company and WH Ireland is terminated prior to First Admission then
the Placing will not occur. If the Placing Agreement is terminated
following First Admission but prior to Second Admission then Second
Admission will not occur but Placees' obligations will remain fully
effective in respect of the First Placing Shares and First
Admission.
The Placing Shares are not subject to clawback. The Placing is
not being underwritten. The Placing is not conditional on a minimum
amount being raised.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will 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
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under LIFS with ISIN
GB00BP83Y473.
Further details of the Share Subscription
Pursuant to the Share Subscription, certain investors are
subscribing directly with the Company for the Subscription Shares
at the Placing Price.
The Share Subscription is conditional upon (amongst other
things) the Placing Agreement not having been terminated and First
Admission occurring on or before 8.00 a.m. on 29 December 2023 (or
such later date and/or time as the Bookrunner and the Company may
agree, being no later than 8.00 a.m. on 31 January 2024).
Placing and Subscription Shares
The Placing Shares and Subscription Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares in issue, including the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
Applications will be made to London Stock Exchange for admission
of the First Placing Shares, Second Placing Shares and the
Subscription Shares to trading on AIM.
It is expected that First Admission will take place on or around
8.00 a.m. on 29 December 2023 and that dealings in the First
Placing Shares and Subscription Shares on AIM will commence at the
same time.
It is expected that Second Admission will take place on or
around 16 January 2024 and that dealings in the Second Placing
Shares on AIM will commence at the same time.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY WH IRELAND, ("EU QUALIFIED INVESTORS")
AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
2017/1129 (THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE
MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION, AS IT FORMS PART OF UK LAW AS RETAINED EU
LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS REGULATION")
("UK QUALIFIED INVESTORS"); AND (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN
INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE MERITS OF
THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II"); (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of: (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties
(each as defined in UK MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by
UK MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors (such term to have the same
meaning as in 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 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 Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of UK MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with WH Ireland
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
WH Ireland 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 acquire 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.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has committed to subscribe for or acquire Placing
Shares or on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Bookrunner and the Company have entered into a Placing
Agreement, under which the Bookrunner has, on the terms and subject
to the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for Placing Shares at the Placing
Price. The Placing is not being underwritten by the Bookrunner or
any other person.
The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement. The
timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Bookrunner,
following consultation with the Company. Allocations will be
confirmed orally or by email by the Bookrunner following the close
of the Bookbuild. A further announcement confirming these details
will then be made as soon as practicable following completion of
the Bookbuild.
Placees are referred to these terms and conditions and this
Announcement containing details of, inter alia, the Placing. These
terms and conditions and this Announcement have been prepared and
issued by the Company, and are the sole responsibility of the
Company.
The Placing Shares will, when issued, be subject to the
Constitution, will be credited as fully paid and rank pari passu in
all respects with the existing Ordinary Shares, including the right
to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of
issue of the Placing Shares.
Subject to Admission, the Placing Shares will trade on AIM under
the trading symbol "LIFS" and with ISIN GB00BP83Y473.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission to trading on AIM of the First Placing Shares. It is
expected that settlement of any such shares and First Admission
will become effective on or around 8.00 a.m. on 29 December 2023
and that dealings in the First Placing Shares will commence at that
time.
Application will be made to the London Stock Exchange for
admission to trading on AIM of the Second Placing Shares. It is
expected that settlement of any such shares and Second Admission
will become effective on or around 8.00 a.m. on 16 January 2024 and
that dealings in the Second Placing Shares will commence at that
time.
Bookbuild
WH Ireland will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
WH Ireland and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing are as
follows:
1 By participating in the Placing, Placees will be deemed to
have read and understood this Announcement and these terms and
conditions in their entirety and to be participating and making an
offer for any Placing Shares on these terms and conditions, and to
be providing the acknowledgements, confirmations, undertakings,
representations, warranties, indemnities, and agreements, contained
in these terms and conditions.
2 WH Ireland is arranging the Placing as agent for, and broker to, the Company.
3 Participation in the Placing is only available to persons who
are lawfully able to, and have been invited to participate by WH
Ireland. WH Ireland is entitled to participate in the Placing as
principal.
4 The Bookbuild will establish the number of Placing Shares to
be issued at the Placing Price, which will be agreed between WH
Ireland and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
5 To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual contact at WH Ireland. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for or purchase at the Placing Price. Bids may
be scaled down by WH Ireland on the basis referred to in paragraph
9 below.
6 The timing of the closing of the Bookbuild will be at the
discretion of WH Ireland. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion. WH Ireland may, in agreement
with the Company, accept offers to subscribe for Placing Shares
that are received after the Bookbuild has closed.
7 Each Placee's allocation will be confirmed to Placees orally,
or by email, by WH Ireland, following the close of the Bookbuild
and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. WH Ireland's oral or emailed
confirmation will give rise to an irrevocable, legally binding
commitment by that person (who at that point becomes a Placee), in
favour of WH Ireland and the Company, under which it agrees to
acquire by subscription the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with WH Ireland's
consent, such commitment will not be capable of variation or
revocation.
8 The Company will make a further announcement following the
close of the Bookbuild detailing the total number of Placing Shares
to be issued at the Placing Price.
9 Subject to paragraphs 5 and 6 above, WH Ireland may choose not
to accept bids and/or to accept bids, either in whole or in part,
on the basis of allocations determined at its discretion (after
agreement with the Company) and may scale down any bids for this
purpose on such basis as it may determine. WH Ireland may also,
notwithstanding paragraphs 5 and 6 above, subject to the prior
consent of the Company, allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after that
time.
10 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and except with WH Ireland's consent will not be capable of
variation or revocation from the time at which it is submitted.
11 Except as required by law or regulation, no press release or
other announcement will be made by WH Ireland or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
12 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13 All obligations of WH Ireland under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement".
14 By participating in the Placing, 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 following the close of
the Bookbuild.
15 To the fullest extent permissible by law and the applicable
rules of the FCA, none of WH Ireland nor any of their affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and WH
Ireland and their affiliates shall have no liability to the Placees
for the failure of the Company to fulfil those obligations. In
particular, none of WH Ireland nor any of their affiliates shall
have any liability (including to the extent permissible by law, any
fiduciary duties) in respect of WH Ireland's conduct of the
Placing.
16 No commissions are payable to Placees in respect of the Placing.
17 For the avoidance of doubt, if the Placing Agreement between
the Company and WH Ireland is terminated prior to First Admission
then the Placing will not occur. If the Placing Agreement is
terminated following First Admission but prior to Second Admission,
then Second Admission will not occur but Placees' obligations will
remain fully effective in respect of the First Placing Shares and
First Admission.
Conditions of the Placing
WH Ireland's obligations under the Placing Agreement in respect
of the Placing Shares are conditional on, inter alia:
1 the application and all other documents required to be
submitted with the application being delivered to the London Stock
Exchange when due;
2 the delivery by the Company to WH Ireland of certain documents
required under the Placing Agreement;
3 the publication of an announcement announcing the results of
the Placing through a Regulatory Information Service by no later
than 5.00 p.m. on 21 December 2023 (or such later time and/or date
as may be agreed between the Company and WH Ireland);
4 the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed on or prior to First Admission and/or Second
Admission;
5 none of the warranties given in the Placing Agreement being
untrue or inaccurate or misleading in any respect at any time
between the date of the Placing Agreement and First Admission
and/or Second Admission as appropriate;
6 in relation to the First Admission, the issue and allotment of
the First Placing Shares, conditional only upon First
Admission;
7 in relation to the First Admission, First Admission occurring
by no later than 8.00 a.m. (London time) on 29 December 2023 (or
such later time and/or date as may be agreed between the Company
and WH Ireland);
8 in relation to the Second Admission, the issue and allotment
of the Second Placing Shares, conditional only upon Second
Admission;
9 in relation to the Second Admission, Second Admission
occurring by no later than 8.00 a.m. (London time) on 16 January
2024 (or such later time and/or date as may be agreed between the
Company and WH Ireland); and
10 the Placing Agreement not having been terminated by WH
Ireland. If the Placing Agreement is terminated prior to First
Admission then the Placing will not occur. If the Placing Agreement
is terminated following First Admission but prior to Second
Admission, then Second Admission will not occur but Placees'
obligations will remain fully effective in respect of the First
Placing Shares and First Admission.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by WH Ireland by the respective time or
date where specified (or such later time or date as WH Ireland and
the Company may agree not being later than 8.00 a.m. on the Long
Stop Date); (ii) any of such conditions becomes incapable of being
fulfilled; or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to
such Placee without interest, and each Placee agrees that no claim
can be made by the Placee in respect thereof. WH Ireland may, at
its discretion and upon such terms as it thinks fit, waive, or
extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement save that the condition
relating to First Admission taking place by the Long Stop Date may
not be waived nor extended. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement.
If First Admission takes place but (i) any of the conditions
contained in the Placing Agreement in relation to the Second
Placing Shares are not fulfilled or waived by WH Ireland by the
respective time or date where specified, (ii) any of such
conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below following First Admission but prior to Second Admission, the
Second Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Second Placing Shares
shall cease and terminate at such time, all monies received from a
Placee pursuant to the Second Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and
each Placee agrees that no claim can be made by the Placee in
respect thereof (but Placees' obligations will remain fully
effective in respect of the First Placing Shares and First
Admission).
Neither WH Ireland, the Company nor any of their respective
affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of WH
Ireland.
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for (subject to the Long
Stop Date), compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement save that the conditions relating to First
Admission and Second Admission taking place may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
Right to terminate the Placing Agreement
WH Ireland is entitled, at any time before First Admission
and/or Second Admission, to terminate the Placing Agreement by
giving notice to the Company in certain circumstances, including,
inter alia, if before First Admission and/or Second Admission:
1 any statement contained in the Placing Documents (as defined
in the Placing Agreement) has become or been discovered to be
untrue, inaccurate in any material respect or misleading in any
material respect or any matter which is material has arisen which
would, if the First Placing or as applicable the Second Placing
were made at that time, constitute an omission therefrom;
2 any of the Warranties (as defined in the Placing Agreement)
was, when given, untrue, inaccurate or misleading in any material
respect;
3 any of the Conditions (as defined in the Placing Agreement and
to the extent not waived) is not satisfied or becomes incapable,
for any reason, of being satisfied or in the opinion of WH Ireland
is unlikely to be satisfied before First Admission or Second
Admission (as applicable);
4 the Company, in the good faith and reasonable opinion of the
WH Ireland, has failed to comply with any of its material
obligations under the Placing Agreement or has materially breached
the Placing Agreement;
5 the Company commits a material breach of the rules and
regulations of the FCA and/or London Stock Exchange and/or the AIM
Rules or any other applicable law;
6 WH Ireland is not satisfied that it can continue to advise the
Company or that it cannot co-operate with any of the Company's
actions or inactions without defaulting on any of its
responsibilities under the City Code on Takeovers and Mergers, FSMA
(as defined in the Placing Agreement), the Criminal Justice Act
1993, the rules and regulations of the FCA (as defined in the
Placing Agreement), MAR (as defined in the Placing Agreement), the
London Stock Exchange, AIM regulation (including the AIM Rules) or
any other applicable law or regulation;
7 If there occurs:
a. any change, or development involving a prospective change, in
national or international, military, diplomatic, monetary,
economic, political, financial, industrial or market conditions or
exchange rates or exchange controls, or any incident of terrorism
or outbreak or escalation of hostilities or any declaration by the
UK of a national emergency or war or any other calamity or crisis;
or
b. a suspension of trading in securities generally on the London
Stock Exchange or New York Stock Exchange; or
c. there has occurred a suspension or cancellation by the London
Stock Exchange of trading in the Company's securities; or
d. there has occurred, in WH Ireland's opinion, acting in good
faith, a material adverse change in the business of the Company or
in the financial or trading position or prospects of the Company or
the Company that does not affect a similar business in the same
sector; or
e. a declaration of a banking moratorium in London or any
material disruption to commercial banking or securities settlement
or clearance services in the United Kingdom,
which, in the opinion of WH Ireland, acting in good faith, would
or would be reasonably likely to prejudice materially the Placing
or Admission in general, or would or would be reasonably likely to
make it impracticable or inadvisable to proceed with the Placing
and Admission, or render the creation of a market in the ordinary
share capital of the Company temporarily or permanently
impracticable.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by WH Ireland of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of WH Ireland and that WH Ireland need not make
any reference to Placees in this regard and that neither WH Ireland
nor any of their respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of their
own assessment of the Company, the Placing Shares and the Placing
based on the Company's Publicly Available Information taken
together with the information contained in this Announcement
(including this Appendix) released by the Company today and the
business and financial information that the Company is required to
publish in accordance with the AIM Rules (the "Exchange
Information") by or on behalf of the Company on or prior to the
date of this Announcement. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or WH Ireland or any other person
and neither WH Ireland, the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by WH
Ireland, the Company or their respective officers, directors,
employees or agents. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Neither the Company nor WH Ireland is making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement (including this
Appendix) to be legal, tax or business advice. Each Placee should
consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment
in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a contract note, electronic trade confirmation or
other (oral or written) confirmation which will confirm the number
of Placing Shares allocated to them, the Placing Price and the
aggregate amount owed by them to WH Ireland.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by WH Ireland in accordance with either the standing CREST
or certificated settlement instructions which WH Ireland have in
place.
Unless otherwise agreed by WH Ireland, settlement of
transactions in the Placing Shares (ISIN: GB00BP83Y473) following
First Admission and Second Admission will take place within the
CREST system, subject to certain exceptions. Settlement through
CREST is expected to occur on or around 29 December 2023 for First
Placing Shares (the "First Placing Settlement Date") and on or
around 16 January 2024 for Second Placing Shares (the "Second
Placing Settlement Date") in accordance with the contract note,
electronic trade confirmation or other (oral or written)
confirmation. Settlement will be on a delivery versus payment
basis. However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and WH Ireland may agree that
the Placing Shares should be issued in certificated form. WH
Ireland reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST system or would not be consistent
with regulatory requirements in the jurisdiction in which a Placee
is located.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 3 percentage points above the prevailing base rate of
Barclays Bank plc as determined by WH Ireland.
Subject to the conditions set out above, payment in respect of
the Placees' allocations is due as set out below. Each Placee
should provide its settlement details in order to enable
instructions to be successfully matched in CREST.
The relevant settlement details for the Placing Shares are as
follows:
CREST Participant ID of WH Ireland: 601
Expected trade time & date: at or around 08.00 a.m.
on 29 December 2023
------------------------
First Placing Settlement Date: 29 December 2023
------------------------
Second Placing Settlement Date: 16 January 2024
------------------------
ISIN code for the Placing Shares: GB00BP83Y473
------------------------
Each Placee is deemed to agree that, if it does not comply with
these obligations, WH Ireland may sell any or all of the Placing
Shares allocated to that Placee on their behalf and retain from the
proceeds, for WH Ireland's own account and benefit, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall
below the Placing Price and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placing
Shares on its behalf. By communicating a bid for Placing Shares,
such Placee confers on WH Ireland all such authorities and powers
necessary to carry out such sale and agrees to ratify and confirm
all actions which WH Ireland 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 contract note, electronic trade confirmation or other
(oral or written) 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 United Kingdom 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 or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations, Warranties and Further Terms
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf) makes the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to WH Ireland (for itself and
on behalf of the Company):
1 that it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the
Placing and its subscription for Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement or any materials concerning the Placing;
2 that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3 that the exercise by WH Ireland of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of WH Ireland and WH Ireland need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against WH Ireland or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4 that these terms and conditions represent the whole and only
agreement between it, WH Ireland and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares. Each Placee agrees that neither the
Company, WH Ireland nor any of their respective officers, directors
or employees will have any liability for any such other
information, representation or warranty, express or implied;
5 if within the United Kingdom, that in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is
used in Article 5(1) of the UK Prospectus Regulation, (i) the
Placing Shares acquired by it in the Placing have not been acquired
on a non-discretionary basis on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or to which the UK Prospectus Regulation otherwise
applies other than to UK Qualified Investors or in circumstances in
which the prior consent of WH Ireland has been given to the offer
or resale;
6 if within the EEA, that in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation, the Placing Shares
acquired by it in the Placing have not been acquired on a
non-discretionary basis on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in a member state
of the EEA or to which the EU Prospectus Regulation otherwise
applies other than to EU Qualified Investors or in circumstances in
which the prior consent of WH Ireland has been given to the offer
or resale;
7 that neither it nor, as the case may be, its clients expect WH
Ireland to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that WH Ireland is not acting for it or its clients, and that
WH Ireland will not be responsible for providing the protections
afforded to customers of WH Ireland or for providing advice in
respect of the transactions described herein;
8 that it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing 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 neither
any of WH Ireland nor the Company nor any of their respective
affiliates, agents, directors, officers or employees or 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,
the Presentation or the Publicly Available Information; nor has it
requested any of WH Ireland, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
9 that it is, unless otherwise agreed in writing with WH
Ireland: (i) located outside the United States and is not a US
person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
10 that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and that, subject
to certain exceptions, the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or
within the United States;
11 that the content of this Announcement (including this
Appendix) is exclusively the responsibility of the Company and that
neither WH Ireland, nor any person acting on its behalf has 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 and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise;
12 that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and Publicly Available Information;
13 that none of WH Ireland or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information;
14 that, unless specifically agreed with WH Ireland, it is not
and was not acting on a non- discretionary basis for the account or
benefit of a person located within the United States at the time
the undertaking to subscribe for and/or purchase Placing Shares was
given and it is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States and it
will not reoffer, resell, pledge or otherwise transfer the Placing
Shares except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and otherwise in accordance with any applicable securities laws of
any state or jurisdiction of the United States;
15 that it is not a national or resident of Canada, Australia,
the Republic of South Africa or Japan or a corporation, partnership
or other entity organised under the laws of Canada, Australia, the
Republic of South Africa or Japan and that it will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the
Placing Shares in Canada, Australia, the Republic of South Africa
or Japan or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or the
Japanese Ministry of Finance or the South African Reserve Bank and
that the Placing Shares are not being offered for sale and may not
be, directly or indirectly, offered, sold, transferred or delivered
in or into Canada, Australia, the Republic South Africa or Japan;
that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
16 that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US persons (as that term is defined in Regulation
S);
17 that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
WH Ireland or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
18 that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
19 that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by WH Ireland;
20 if within the United Kingdom, that it is either: (a) a person
of a kind described in paragraph 5 of Article 19 (persons having
professional experience in matters relating to investments and who
are investment professionals) of the Order; or (b) a person of a
kind described in paragraph 2 of Article 49 (high net worth
companies, unincorporated associations, partnerships or trusts or
their respective directors, officers or employees) of the Order; or
(c) a person to whom it is otherwise lawful for this Announcement
to be communicated and in the case of (a) and (b) undertakes that
it will acquire, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business;
21 that, unless otherwise agreed by WH Ireland, it is a UK Qualified Investor;
22 that, unless otherwise agreed by WH Ireland, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
23 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
24 that any money held in an account with any of WH Ireland (or
its nominee) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules
and regulations of the FCA. Each Placee further acknowledges that
the money will not be subject to the protections conferred by the
FCA's client money rules. As a consequence, this money will not be
segregated from WH Ireland (or their nominee's) money in accordance
with such client money rules and will be used by WH Ireland in the
course of its own business and each Placee will rank only as a
general creditor of WH Ireland;
25 that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
26 that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
27 that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until First
Admission and/or Second Admission (as applicable) becomes
effective;
28 that it appoints irrevocably any director of WH Ireland as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
29 that, as far as it is aware, it is not acting in concert
(within the meaning given in the City Code on Takeovers and
Mergers) with any other person, unless so disclosed in Publicly
Available Information;
30 that this Announcement does not constitute a securities
recommendation or financial product advice and that neither WH
Ireland nor the Company has considered its particular objectives,
financial situation and needs;
31 that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
32 that it will indemnify on an after tax basis and hold the
Company and WH Ireland and their respective affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the Company and WH Ireland will rely on the truth and accuracy
of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify WH Ireland and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to WH Ireland for itself and on
behalf of the Company and will survive completion of the Placing
and First Admission and Second Admission;
33 that time shall be of the essence as regards obligations pursuant to this Appendix;
34 that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or WH Ireland to provide any legal, financial, tax or other
advice to it;
35 that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that WH Ireland shall
notify it of such amendments;
36 that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, 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 WH Ireland such evidence, if any,
as to the identity or location or legal status of any person which
WH Ireland may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
WH Ireland on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as WH Ireland may decide
in its absolute discretion;
37 that it will not make any offer to the public in the United
Kingdom of those Placing Shares to be subscribed for and/or
purchased by it for the purposes of section 85(1) of FSMA;
38 that it will not make any offer to the public in any member
state of the EEA of those Placing Shares to be subscribed for
and/or purchased by it for the purposes of Prospectus Regulation
(EU) 2017/1129;
39 that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect to any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
40 that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or WH Ireland in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
41 that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to WH Ireland;
42 that WH Ireland owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
43 that WH Ireland or any of their respective affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares;
44 that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
45 that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, WH Ireland and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to each WH Ireland for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by WH
Ireland.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor WH Ireland will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and WH Ireland in the event that any of the
Company and/or WH Ireland have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify WH Ireland
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
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 WH
Ireland 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.
APPIX II
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006, as may be amended
from time to time
"Admission" means the admission of the Placing Shares
or the Subscription Shares, as the context
requires, to trading on AIM becoming
effective in accordance with the AIM
Rules
--------------------------------------------------
" AIM" the market of that name operated by
the London Stock Exchange
--------------------------------------------------
"AIM Rules" the AIM Rules for Companies (including
the guidance notes) published by the
London Stock Exchange from time to time
--------------------------------------------------
"Announcement" this announcement (including the Appendices
which forms part of this announcement)
--------------------------------------------------
"Bookbuild" the accelerated bookbuilding to be conducted
by the Bookrunner pursuant to the Placing
Agreement and this Announcement
--------------------------------------------------
"Bookrunner" WH Ireland
--------------------------------------------------
"Business Day" any day on which banks are usually open
for business in England and Wales for
the transaction of sterling business,
other than a Saturday, Sunday or public
holiday
--------------------------------------------------
"Closing Price" the closing middle market price of an
Existing Ordinary Share as derived from
the AIM Appendix to the Daily Official
List of the London Stock Exchange
--------------------------------------------------
"Company" or "LifeSafe LifeSafe Holdings plc, a company incorporated
Holdings" and registered in the United Kingdom
with registered number 09770600
--------------------------------------------------
"Constitution" the constitution of the Company (as
amended from time to time)
--------------------------------------------------
"CREST" or "CREST system" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations)
--------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755)
--------------------------------------------------
"Directors" or "Board" the directors of the Company or any
duly authorised committee thereof
--------------------------------------------------
"EEA" the European Economic Area, comprising
the European Union, Iceland, Liechtenstein
and Norway and "Member State" shall
be construed accordingly
--------------------------------------------------
"Enlarged Issued Share the Ordinary Shares which shall be in
Capital" issue immediately following Second Admission
--------------------------------------------------
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
--------------------------------------------------
"EUWA" the European Union (Withdrawal) Act
2018, as amended
--------------------------------------------------
"Existing Ordinary the 25,375,983 Ordinary Shares in issue
Shares" at the date of this Announcement
--------------------------------------------------
"FCA" the Financial Conduct Authority
--------------------------------------------------
"First Admission" admission of the First Placing Shares
and Subscription Shares to AIM becoming
effective in accordance with Rule 6
of the AIM Rules
--------------------------------------------------
"First Placing" the conditional placing of the First
Placing Shares at the Placing Price
by the Bookrunner on behalf of the Company
--------------------------------------------------
"First Placing Settlement 29 December 2023
Date"
--------------------------------------------------
"First Placing Shares" up to 1,729,875 new Ordinary Shares
comprising the First Placing
--------------------------------------------------
"FSMA" the Financial Services and Markets Act
2000, as amended
--------------------------------------------------
"Fundraising" the Placing and the Share Subscription
--------------------------------------------------
"HMRC" HM Revenue & Customs in the UK
--------------------------------------------------
"ITA 2007" Income Tax Act 2007
--------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
--------------------------------------------------
"Long Stop Date" 31 January 2024
--------------------------------------------------
"MAR" or the "Market the Market Abuse Regulation (2014/596/EU)
Abuse Regulation" as it forms part of UK domestic law
pursuant to the EUWA
--------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.01 par value
in the capital of the Company
--------------------------------------------------
"Placee" or "Placees" any person or persons subscribing for
and/or purchasing Placing Shares pursuant
to the Placing
--------------------------------------------------
"Placing" the First Placing and the Second Placing
by the Bookrunner on behalf of the Company
at the Placing Price pursuant to the
Placing Agreement and the terms and
conditions contained in Appendix I to
this Announcement
--------------------------------------------------
"Placing Agreement" the agreement dated 20 December 2023
between the Company and the Bookrunner
relating to the Placing
--------------------------------------------------
"Placing Price" 16 pence per New Ordinary Share
--------------------------------------------------
"Placing Shares" together the First Placing Shares and
Second Placing Shares
--------------------------------------------------
"Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and Council of 14 June 2017
and any relevant implementing measures
in any Member State of the European
Economic Area
--------------------------------------------------
"Publicly Available any information announced through a
Information" Regulatory Information Service by or
on behalf of the Company on or prior
to the date of this Announcement
--------------------------------------------------
"Qualified Investors" (a) in respect of persons in any Member
State of the European Economic Area,
persons who are qualified investors
(within the meaning of article 2(e)
of the Prospectus Regulation; or (b)
in respect of persons in the UK, persons
who are qualified investors (within
the meaning of article 2(e) of the Prospectus
Regulation as it forms part of UK domestic
law pursuant to the EUWA, as the case
may be
--------------------------------------------------
"Registrar" Neville Registrar Limited
--------------------------------------------------
"Regulatory Information one of the regulatory information services
Service" authorised by the FCA to receive, process
and disseminate regulatory information
--------------------------------------------------
"Second Admission" admission of the Second Placing Shares
to AIM becoming effective in accordance
with Rule 6 of the AIM Rules
--------------------------------------------------
"Second Placing" the conditional placing of the Second
Placing Shares at the Placing Price
by the Bookrunner on behalf of the Company
--------------------------------------------------
"Second Placing Settlement 16 January 2024
Date"
--------------------------------------------------
"Second Placing Shares" up to approximately 582,625 new Ordinary
Shares comprising the Second Placing
--------------------------------------------------
"Securities Act" the United States Securities Act of
1933, as amended
--------------------------------------------------
"Shareholders" the holders of Ordinary Shares (as the
context requires) at the relevant time
--------------------------------------------------
"Share Subscription" means the purchase of Subscription Shares
by Subscribers under the terms of the
Subscription Agreements
--------------------------------------------------
"Subscribers" persons procured by the Company to subscribe
for Subscription Shares at the Placing
Price pursuant to the provisions of
the Subscription Agreements
--------------------------------------------------
"Subscription Agreements" the agreements to be entered into between
the Company and the Subscribers under
which the Subscribers agree to purchase
Subscription Shares directly from the
Company
--------------------------------------------------
"Subscription Shares" up to 187,500 new Ordinary Shares proposed
to be issued and allotted by the Company
to the Subscribers pursuant to the terms
of the Subscription Agreements
--------------------------------------------------
"uncertificated" or recorded on the relevant register of
"in uncertificated form" Ordinary Shares as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
--------------------------------------------------
"United Kingdom" or the United Kingdom of Great Britain
"UK" and Northern Ireland
--------------------------------------------------
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States of America and the District of
Columbia and any other area subject
to its jurisdiction
--------------------------------------------------
"US Person" has the meaning set out in Regulation
S of the Securities Act
--------------------------------------------------
"WH Ireland" WH Ireland Limited, Nominated Adviser
and Broker to the Company
--------------------------------------------------
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
--------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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of this information may apply. For further information, please
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RNS may use your IP address to confirm compliance with the terms
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END
IOEUROBROOUUUAA
(END) Dow Jones Newswires
December 21, 2023 02:00 ET (07:00 GMT)
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