TIDMMAIS
RNS Number : 2193H
Maistro PLC
13 November 2018
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.
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.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR,
YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE
"IMPORTANT NOTICES" SECTION AND IN THE APPICES.
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.
13 November 2018
Maistro Plc
Proposed fundraising to raise up to GBP2.2 million
Maistro Plc (AIM: MAIS) ("Maistro" or the "Company") announces
that it expects to raise gross proceeds of GBP1.0 million (before
expenses) by way of a placing of 100,000,000 new Ordinary Shares
(the "Placing Shares") at a price of 1 penny per Ordinary Share
("Placing Price"). In addition to the Placing, the Concert Party,
which includes the Company's largest shareholder, has agreed to
subscribe for additional Ordinary Shares at the Placing Price
conditional, inter alia, on the Takeover Panel granting the Rule 9
Waiver (the "Additional Fundraising").
The participation of the Concert Party in the Placing and
Additional Fundraising totals GBP1.25 million demonstrating the
continued support of the Company's largest shareholder.
The Company expects to provide an update on the results of the
Placing following confirmation of orders with certain placees.
In order to provide the opportunity for shareholders to
subscribe for additional new Ordinary Shares at the Placing Price
the Company intends to launch an Open Offer to raise up to
GBP250,000. Further details of the Open Offer will be dispatched to
shareholders shortly.
Highlights
-- Placing of new Ordinary Shares expected to raise gross proceeds of GBP1 million;
-- The total fundraise from the Placing, Open Offer and
Additional Fundraising is expected to total up to GBP2.2 million
(before expenses) at the Placing Price;
-- The net proceeds of the Placing and Additional Fundraising
(together with the proceeds of the Open Offer) are intended to
allow Maistro to further invest in its Software Platform, Business
Development capabilities and financing to support its Working
Capital requirements. This will allow the Company to continue its
business strategy of:
o scaling its services provided to existing key Enterprise
customers;
o expanding its sales and support capabilities; and
o increasing automation to enhance functionality of its Software
Platform.
-- N+1 Singer are acting as Nomad and broker alongside Whitman
Howard as joint broker in connection with the Placing.
-- All of the Directors of the Company are expected to participate in the Placing.
-- The Company's largest shareholder, Charles Street
International Holdings Limited has agreed to vote, or procure
votes, in favour of each of the Resolutions.
-- The Concert Party, which includes the Company's largest
shareholder, Charles Street International Holdings Limited, has
agreed to invest GBP310,000 in the Placing and an additional circa
GBP0.9 million in the Additional Fundraising through the issue of
further new Ordinary Shares ("Additional New Ordinary Shares") at
the Placing Price subject to receipt of a waiver of the obligations
under Rule 9 of the City Code on Takeovers and Mergers (the "Code")
which would otherwise oblige the Concert Party to make a general
offer to shareholders under Rule 9 of the Code ("Rule 9 Waiver").
There can be no guarantee that Independent Shareholders will pass
the Whitewash Resolution or that the Takeover Panel will grant the
Rule 9 Waiver required to effect the Additional Fundraising.
-- The issue of the Placing Shares and the Additional New
Ordinary Shares are (and the Open Offer will be) conditional,
amongst other things, on the passing of each of the Resolutions and
admission to trading on AIM. A circular which will provide further
details of the Placing and Additional Fundraising and include a
notice convening the General Meeting to consider the Resolutions
will be dispatched to Shareholders and be available on the
Company's website in the coming days (the "Circular").
-- An update in relation to the Rule 9 Waiver and the Open Offer will be made in due course.
David Rowe, Chairman, commented:
"The Proposed Placing and Additional Fundraising will allow the
business to build on the strong growth performance since the new
board and management team took the reins in the summer of 2017. As
set out in the Company's half year accounts announcement on 27
September 2018, the Company has gained increasing traction from the
Enterprise sector and has successfully posted three halves of
consecutive revenue growth since January 2017. The Board believes
that this trajectory will continue at an accelerated rate. As such,
the Board has determined that in order to capitalise on the growth
opportunity from existing and new customers and projects in the
pipeline the business requires GBP2m to fund the business through
2019 and beyond. Following an extensive institutional roadshow the
placing price of 1 penny was set to match investor demand for
GBP2m, and intend to offer shareholders an opportunity to subscribe
for new Ordinary Shares at the Placing Price through an Open Offer
to raise up to GBP250,000, with an excess entitlement allocation,
to ensure that existing investors can participate if they so
wish."
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 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.
The person responsible for arranging the release of this
announcement on behalf of the Company is Richard Croft, a director
of the Company.
Posting of the Circular and 15 November 2018
Form of Proxy
Latest time and date for 1 December 2018
receipt of the Forms of Proxy
-----------------
Date of General Meeting 3 December 2018
-----------------
Admission, commencement of 4 December 2018
dealings in the Placing Shares
-----------------
All date and times in this announcement are subject to change.
Enquiries: Maistro Plc +44 (0)800 048 8664
David Rowe (Chairman)
Laurence Cook
N+1 Singer (Nominated Adviser &
Broker) +44 (0)20 7496 3000
Shaun Dobson / James White (Corporate
Finance)
Tom Salvesen / Mia Gardner (Corporate
Broking)
Whitman Howard (Joint Broker to
the placing)
Hugh Rich / Nick Lovering +44 (0)207 659 1234
Additional Information on the Placing and Additional
Fundraising
Introduction
The Company today announces its intention to raise GBP1 million
before expenses from the issue and allotment by the Company of the
Placing Shares at the Placing Price by way of a placing. The
Company also announced today the Additional Fundraising, with the
total fundraising from the Placing, Additional Fundraising and Open
Offer expected to total up to approximately GBP2.2 million before
expenses. The net proceeds of the Placing, Open Offer and
Additional Fundraising are intended to allow Maistro to further
invest in its Software Platform, grow its Business Development team
and provide financing to support its Working Capital
requirements.
The Placing Shares will be placed with institutional and other
investors, and the Placing, Open Offer and the Additional
Fundraising will be conditional on, inter alia, the Company
obtaining approval from Shareholders to disapply pre-emption rights
and grant the Board authority to allot the Placing Shares, Open
Offer Shares and the Additional New Ordinary Shares. Completion of
the Placing is therefore conditional upon the passing of the
Resolutions to be set out in the Notice of General Meeting. The
Placing, which has been arranged by N+1 Singer and Whitman Howard
pursuant to the terms of the Placing Agreement, is not being
underwritten. The Additional Fundraising is also subject to the
approval of the Takeover Panel to grant the Concert Party a waiver
of the requirement for it to make a Rule 9 offer (subject to
approval of Independent Shareholders).
Background to, and reasons for, the Placing and Additional
Fundraising
As set out in the Company's half year accounts announcement on
27 September 2018, the Company has posted three halves of
consecutive revenue growth since January 2017 and the Board
believes that this trajectory will continue at an accelerated
rate.
Since the reconstitution of its entire Board in July 2017 and
rebranding in January 2018, Maistro has essentially been relaunched
and the business is scaling rapidly. The Company's strategy of
shifting focus away from SMEs towards larger enterprise customers
has yielded positive results, as larger customers typically have
higher volumes and value of projects and longer-term relationships
where the Company can realise savings of 15-20 per cent for its
enterprise customers.
The Company is aiming to grow its enterprise customer base from
six customers in December 2017 to nine by December 2018 and this
growth is expected to accelerate thereafter as the business
continues to improve and grow its Business Development team, with
the aim of signing up at least five new large enterprise customers
each year. Currently, the Company has 13 large customers in its
pipeline (at different stages) which are currently estimated to
represent potential revenue of GBP1.8 million, but there is little
visibility on the end quantum and timing given the nature of the
Company's sales cycle and the volume of projects that are submitted
via the Company's Software Platform. Within this potential
estimated revenue of GBP1.8 million:
- GBP0.75 million relates to a new enterprise customer in the
life sciences sector which is being onboarded with the first
projects having been submitted in October;
- GBP0.5 million is estimated to be generated from a partnership
with a procurement advisory firm to create a solution for a global
logistics company; and
- GBP0.55 million relates to 11 enterprises in the pilot stage.
The success of the improved Business Development team is
evidenced by the number of projects that have been delivered for a
large, core multinational FMCG customer (revenues over US$50
billion with a non-product related services spend budget of US$300
million in Japan alone). This customer was onboarded in Q4 2017 and
in Q3 2018 alone, 19 projects with a value of over GBP0.343 million
were delivered, with the average project value increasing from c.
GBP12,000 in 2017 to an average of GBP18,000 for Q3 2018. For the
FY18 outturn, the Company expects this customer to generate a total
number of 34 projects with an average project value of GBP22,000.
The Board expects this trend of growth in both the number of
projects and average project revenue to continue.
There has been an upward trend in the Company's average project
value from around GBP5,000 in Q1 2017 to around GBP19,000 in Q3
2018. This upward trend is expected to continue with a targeted
average project value of around GBP22,000 in 2019 growing to around
GBP27,000 in 2020. In addition to average project values
increasing, the number of projects delivered through the platform
has increased from 17 in Q1 2017 to 26 in Q3 2018.
Whilst the Board expects this, together with growth in the
number of enterprise customers to contribute to estimated revenue
growth for the business, there is little visibility at this time.
The business is targeting 18 enterprise customers by the end of
2019 generating around 350 projects and 55 enterprise customers by
the end of 2020 with over 650 projects being put through the
platform, but there is considerable scope for these targets to be
adjusted depending on the size / type of enterprise customers won.
If these targets are delivered, the Directors believe that an
overall gross margin of 22 per cent, after staffing costs may be
achievable on average project values of around GBP30,000.
As the business scales with increased efficiency through
increased automation, project gross margin after staffing costs is
expected to maintain an upward trend from 8 per cent in 2017 up to
a target of 18-22 per cent in 2020 at which point margins are
expected to stabilise. As a result of increased scale and
efficiencies the Company expects to reach EBITDA and cash breakeven
in H1 2020 and H2 2020 respectively, subject to receipt of further
funding in FY2019 or FY2020 (depending on the growth profile of the
business).
Whilst the Directors consider the growth potential of the
business to be considerable, they are also mindful of the fact that
it is relatively early in the relaunched business' development to
predict scaling (specifically with respect to enterprise customers)
with a high degree of certainty. As such, whilst the Board
considers the growth potential to be high, the acquisition and
scaling of new enterprise customers is relatively unpredictable,
notwithstanding that the Company has now successfully demonstrated
that it can rapidly scale revenues to enterprise customers.
Having demonstrated that the business model of targeting and
scaling with enterprise customers is effective, the net proceeds of
the Placing are intended to position the Company for its next phase
of growth.
Working capital
The Placing (i.e. excluding the net proceeds of the Additional
Fundraising) is expected to provide sufficient cash for the
business to trade through to the end of September 2019, prior to
which time additional financing would be required based on the
Company's current forecasts. However, whilst there is no guarantee,
the Board expects that the Whitewash Resolution will be approved by
Independent Shareholders and that consequently the Takeover Panel
is likely to grant the Rule 9 Waiver. Additionally, the Company may
receive a further GBP1.574 million in relation to outstanding
Warrants that may be exercised up to October 2019. The Board also
has the opportunity to review additional financing strategies in
the short to medium term to deliver the financial and growth
projections.
If the Company successfully secures a total fundraising of up to
approximately GBP2.2 million, the Company anticipates achieving
EBITDA breakeven point in Q1 2020 and positive cash flows from Q3
2020. Under this scenario, it is anticipated that further funds may
be required in FY2020 to finance targeted investment to further
accelerate development of the platform's machine learning
capabilities.
Use of proceeds
The net proceeds of the Placing are intended to be used for:
- Investment in growing its Business Development team (c. 20%):
specifically, the investment will provide the resources the Company
needs to hire more people in its Business Development team to win
new large enterprise customers and resource each key account with
dedicated relationship managers; and
- Financing to support working capital requirements (c. 80%).
However, in the event that the Additional Fundraising is
completed then the aggregate net proceeds of the Placing and the
Additional Fundraising are intended to be used for:
- Investment in growing its Business Development team (c.10%):
specifically, the investment will provide the resources the Company
needs to hire more people in its Business Development team to win
new large enterprise customers and resource each key account with
dedicated relationship managers;
- Investment in the Software Platform (c.46%): specifically, the
proceeds in relation to the development and implementation of AI to
increase automation, enhance functionality and improve operational
efficiency with the aim of achieving a target 45% saving in time to
process a standard project; and
- Financing to support working capital requirements (c. 44%).
Current trading and financial position
Trading since the interim results update on 27 September 2018
has been in line with Directors' expectations.
Information on the Placing
The Company proposes to raise GBP1 million (before expenses)
through the issue of the Placing Shares at the Placing Price, which
represents a discount of 68.3 per cent. to the closing bid price of
an Ordinary Share of 3.15 pence on 12 November 2018. The Board
determined that in order to capitalise on the growth opportunity
from existing and new customers and projects in the pipeline the
business requires GBP2 million to fund the business through 2019
and beyond. Following an extensive institutional roadshow the
placing price of 1 penny was set to match investor demand for GBP2
million, and the Company is also putting in place an open offer of
GBP250k, with an excess entitlement allocation, to ensure that
existing investors can participate if they so wish.
Pursuant to the terms of the Placing Agreement, N+1 Singer and
Whitman Howard, as agents for the Company, have conditionally
agreed to use their reasonable endeavours to place the Placing
Shares with certain institutional and other investors. The Placing
Agreement is conditional upon, amongst other things, the
Resolutions being duly passed at the General Meeting and Admission
becoming effective on or before 4 December 2018 (or such later time
and/or date as the Company and N+1 Singer/Whitman Howard may agree,
but in any event by no later than the14 December 2018).
The Placing Agreement contains warranties from the Company in
favour of N+1 Singer in relation to, amongst other things, the
accuracy of the information in this announcement, the Circular and
other matters relating to the Group and its business. In addition,
the Company has agreed to indemnify N+1 Singer and its affiliates
in relation to certain liabilities they may incur in respect of the
Placing. N+1 Singer or Whitman Howard can terminate the Placing
Agreement at any time prior to Admission in certain circumstances,
including in the event of a material breach of the warranties given
in the Placing Agreement, the failure of the Company to comply with
its obligations under the Placing Agreement, the occurrence of a
force majeure event which in N+1 Singer's or Whitman Howard's
reasonable opinion may be material and adverse to the Company or
the Placing, or a material adverse change affecting the financial
position or business or prospects of the Company. If this right is
exercised the Placing will not proceed. The Placing is not being
underwritten by N+1 Singer or Whitman Howard.
The Company has agreed to pay certain fees and commissions to
N+1 Singer and Whitman Howard in respect of the Placing.
Application will be made for the Placing Shares to be admitted
to trading on AIM and it is expected that Admission will become
effective and that dealings in the Placing Shares will commence on
4 December 2018.
The Placing Shares will, if and when issued, rank pari passu in
all respects with the Existing Ordinary Shares including the right
to receive dividends and other distributions declared following
Admission.
A further announcement will be made in due course in respect of
the Rule 9 Waiver and the Additional Fundraising.
Director and PDMR participation
The Directors and Mark O'Shea (a PDMR) listed in the table below
are expected to participate in the Placing, representing aggregate
demand of 34,000,000 Placing Shares (GBP340k).
Amount indicated Expected allocation Number of
(GBP) of Placing shares immediately
Shares following
Admission
of the Placing
Shares
David Rowe 150,000 15,000,000 29,473,286
----------------- -------------------- --------------------
Laurence Cook 15,000 1,500,000 1,750,000
----------------- -------------------- --------------------
Ian Cleverly 30,000 3,000,000 3,250,000
----------------- -------------------- --------------------
Preeti Mardia 15,000 1,500,000 2,857,142
----------------- -------------------- --------------------
Richard Rae 100,000 10,000,000 15,535,714
----------------- -------------------- --------------------
Richard Croft 20,000 2,000,000 3,928,571
----------------- -------------------- --------------------
Mark O'Shea
(PDMR) 10,000 1,000,000 1,250,000
----------------- -------------------- --------------------
Charles Street International Holdings Limited
Charles Street International Holdings Limited has agreed to
subscribe for 125,000,000 new Ordinary Shares in total. Charles
Street International Holdings Limited is a related party of the
Company for the purposes of the AIM Rules by virtue of their status
as a substantial shareholder of the Company.
Following the issue of the Placing Shares Charles Street
International Holdings Limited together with Robert Keith, an
executive of Charles Street International Holdings Limited, are
expected to have an interest in approximately 28.6 per cent of the
enlarged issued share capital of the Company.
The Directors consider, having consulted with the Company's
nominated adviser, N+1 Singer, that the terms of the participation
by Charles Street International Holdings Limited in the Placing are
fair and reasonable insofar as the Company's shareholders are
concerned.
Recommendation and voting intentions
Shareholders should be aware that if any of the Resolutions are
not passed, the Placing will not proceed. The Directors believe
that the Resolutions to be proposed at the General Meeting are in
the best interests of the Company and Shareholders as a whole and
unanimously recommend that Shareholders vote in favour of the
Resolutions, as they intend to in respect of their shareholdings in
the Company.
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1) of the OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN MAISTRO PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED
(THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING
SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY
PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN
RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL
NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
No action has been taken by the Company, N+1 Singer, Whitman
Howard or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
(the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering 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 or the Republic of South Africa or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in a member state of the EEA
which has implemented the Prospectus Directive (each, a Relevant
Member State) who acquires any Placing Shares pursuant to the
Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(1)(e) of the Prospectus Directive;
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive:
2.2.1 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 offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of N+1 Singer has been given to the offer or resale;
or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such
persons;
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4 it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing or
the Placing Shares and Placees' commitments will be made solely on
the basis of the information contained in this Announcement and any
information publicly announced through a Regulatory Information
Service (as defined in the AIM Rules) by or on behalf of the
Company on or prior to the date of this Announcement (the Publicly
Available Information) and subject to any further terms set forth
in the form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, Whitman Howard, the Company or any other person and none of
N+1 Singer, Whitman Howard, the Company or any other person acting
on such person's behalf nor any of their respective affiliates has
or shall have any liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer and Whitman Howard have today entered into a Placing
Agreement with the Company under which, on the terms and subject to
the conditions set out in the Placing Agreement, N+1 Singer and
Whitman Howard, as agents, brokers and bookrunners for and on
behalf of the Company, have each agreed to use its reasonable
endeavours to procure Placees for the Placing Shares at the Placing
Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and 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 declared, made or paid in respect of such Ordinary
Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place no later than 4
December 2018 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, financial adviser
and joint broker to the Placing, as agent for and on behalf of the
Company. Whitman Howard is acting as joint broker to the Placing as
agent for and on behalf of the Company. N+1 Singer and Whitman
Howard are authorised and regulated in the United Kingdom by the
Financial Conduct Authority (FCA) and are acting exclusively for
the Company and no one else in connection with the matters referred
to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of N+1 Singer or Whitman Howard or for providing advice
in relation to the matters described in this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer or Whitman
Howard to participate. N+1 Singer, Whitman Howard and any of their
respective affiliates are entitled to participate in the Placing as
principal.
3 The Placing Price is payable to N+1 Singer by all Placees.
4 Each Placee's allocation is determined by N+1 Singer and
Whitman Howard in its discretion following consultation with the
Company and has been or will be confirmed orally by N+1 Singer and
a form of confirmation will be dispatched as soon as possible
thereafter. That oral confirmation will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of N+1 Singer, or Whitman
Howard, and the Company, under which it agrees to acquire the
number of Placing Shares allocated to the Placee 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 N+1 Singer's or Whitman Howard's
written consent, such commitment will not be capable of variation
or revocation at the time at which it is submitted.
5 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by N+1 Singer or Whitman
Howard. The terms of this Appendix will be deemed incorporated in
that form of confirmation.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer or Whitman Howard (as agents
for the Company), to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
7 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".
8 All obligations of N+1 Singer and Whitman Howard under the
Placing will be subject to fulfilment of the conditions referred to
below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Termination
of the Placing".
9 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer or Whitman Howard; or (b) any of N+1
Singer's or Whitman Howard's affiliates, agents, directors,
officers, consultants; or (c) to the extent not contained within
(a) or (b), any person connected with N+1 Singer or Whitman Howard
as defined in the Financial Services and Markets Act 2000 (FSMA)
((b) and (c) being together affiliates and individually an
affiliate of N+1 Singer or Whitman Howard); or (d) any person
acting on N+1 Singer's or Whitman Howard's behalf, shall have any
liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting
on behalf of a Placee or otherwise. In particular, neither N+1
Singer, Whitman Howard nor any of their respective affiliates shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) in respect of their conduct of the Placing or
of such alternative method of effecting the Placing as N+1 Singer,
Whitman Howard and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer or Whitman Howard, as soon as it is able which will
confirm the number of Placing Shares allocated to them, the Placing
Price and the aggregate amount owed by them to N+1 Singer.
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 N+1 Singer (as settlement agent for Whitman Howard) in
accordance with either the standing CREST or certificated
settlement instructions which they have in place with N+1
Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00B8DX2616) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 4 December 2018 unless otherwise notified
by N+1 Singer and Admission is expected to occur no later than 4
December 2018 unless otherwise notified by N+1 Singer. Admission
and Settlement may occur at an earlier date, which if achievable,
will be set out in the Circular. 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 N+1 Singer may
agree that the Placing Shares should be issued in certificated
form. N+1 Singer reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by
such other means as they deem necessary if delivery or settlement
to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in a Placee's
jurisdiction.
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 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee agrees that, if it does not comply with these
obligations, N+1 Singer may sell, charge by way of security (to any
funder of N+1 Singer or Whitman Howard) or otherwise deal with any
or all of their Placing Shares on their behalf and retain from the
proceeds, for N+1 Singer's own account (and as settlement agent for
Whitman Howard) and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due and any costs and
expenses properly incurred by N+1 Singer a result of the Placee's
failure to comply with its obligations. The relevant Placee will,
however, remain liable for any shortfall below the amount owed by
it and for any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until such time as it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
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 N+1 Singer and Whitman Howard under the
Placing Agreement are, and the Placing is, conditional upon, inter
alia:
(a) the passing of the Resolutions (without any amendment which
has not been previously approved by N+1 Singer and Whitman Howard)
by 5.00 p.m. on the day of the General Meeting;
(b) none of the warranties or undertakings on the part of the
Company contained in the Placing Agreement being or having become
untrue, inaccurate or misleading at any time before Admission, and
no fact or circumstance having arisen which would constitute a
breach of any of the Warranties or undertakings given in this
Agreement or which would constitute a Specified Event under the
Placing Agreement
(c) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(d) Admission occurring by not later than 4 December 2018 (or
such later date as the Company, N+1 Singer and Whitman Howard may
agree in writing, in any event being not later than 14 December
2018),
(all conditions to the obligations of N+1 Singer and Whitman
Howard included in the Placing Agreement being together, the
conditions).
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company, N+1 Singer and Whitman Howard may
agree, provided that the time for satisfaction of the condition set
out in (d) above shall not be extended beyond 14 December 2018), or
the Placing Agreement is terminated in accordance with its terms,
the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that
no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by N+1
Singer or Whitman Howard, in their absolute discretion by notice in
writing to the Company and N+1 Singer and Whitman Howard may also
agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
N+1 Singer or Whitman Howard may terminate the Placing Agreement
in certain circumstances, details of which are set out below.
Neither N+1 Singer, Whitman Howard, the Company nor any of their
respective affiliates, agents, directors, officers, employees shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision any of them 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 any of them 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 N+1
Singer and Whitman Howard.
For the avoidance of doubt the Placing is not conditional on
receipt of the Rule 9 Waiver or completion of the Additional
Fundraising.
Termination of the Placing
N+1 Singer and Whitman Howard may terminate the Placing
Agreement, in accordance with its terms, at any time prior to
Admission if, inter alia:
1 it comes to the attention of N+1 Singer or Whitman Howard that
any of the warranties were not true or accurate, or were misleading
when given or deemed given; or
2 it comes to the attention of N+1 Singer or Whitman Howard that
the Company has failed to comply with its obligations under the
Placing Agreement, FSMA, the AIM Rules or other applicable Law;
or
3 it comes to the attention of N+1 Singer or Whitman Howard that
any statement contained in the placing documents has become or been
discovered to be untrue, inaccurate or misleading; or
4 there has occurred a force majeure event, or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of N+1 Singer or Whitman Howard,
will or is likely to be prejudicial to the Placing or Admission or
to the subscription for Placing Shares by Placees.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company, N+1 Singer and Whitman Howard that the exercise by the
Company, N+1 Singer or Whitman Howard of any right of termination
or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company, N+1 Singer
or Whitman Howard and that neither of the Company, N+1 Singer nor
Whitman Howard need make any reference to such Placee and that
neither N+1 Singer, the Company nor Whitman Howard, nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability to such Placee (or to any other
person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where N+1 Singer and Whitman Howard expressly agree in
writing to the contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Directive; and (b) has been or will be prepared in connection with
the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither N+1 Singer, Whitman Howard, 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, or the Publicly Available
Information; nor has it requested neither of N+1 Singer, Whitman
Howard, the Company, 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;
5 neither N+1 Singer, Whitman Howard, any person acting on
behalf of them nor any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability
for any Publicly Available Information, or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
6 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 the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; (b) neither N+1
Singer, Whitman Howard, the Company nor 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; (c)
it has conducted its own investigation of the Company, the Placing
and the Placing Shares, satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing; and (d) has not relied
on any investigation that N+1 Singer, Whitman Howard, nor any
person acting on their behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer, Whitman
Howard nor any persons acting on behalf of it is responsible for or
has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa, and it acknowledges and agrees that the Placing
Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Canada,
Japan, the Republic of Ireland or the Republic of South Africa and
may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15 neither N+1 Singer, Whitman Howard, its respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be a client of N+1 Singer or Whitman Howard and neither
N+1 Singer nor Whitman Howard have any duties or responsibilities
to it for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
16 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
17 no action has been or will be taken by any of the Company,
N+1 Singer, Whitman Howard or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
18 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither N+1 Singer, Whitman Howard nor
the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to pay the Company and N+1 Singer in respect of the same
(including any interest or penalties) on the basis that the Placing
Shares will be allotted to a CREST stock account of N+1 Singer or
transferred to a CREST stock account of N+1 Singer who will hold
them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
19 it is acting as principal only in respect of the Placing or,
if it is acting for any other person, (a) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such person
and (b) it is and will remain liable to the Company and N+1 Singer
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
21 it and any person acting on its behalf (if within the United
Kingdom) falls within Article 19(5) and/or 49(2) of the Order and
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
22 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA
(Qualified Investor), being a person falling within Article 2.1(e)
the Prospectus Directive. For such purposes, it undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares that are allocated to it for the purposes of its
business only;
23 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges;
24 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
25 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA which has implemented the Prospectus Directive other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer or Whitman Howard has been
given to the offer or resale;
26 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
27 neither N+1 Singer, Whitman Howard nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has or shall have any
liability for any information, representation or statement
contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
28 neither N+1 Singer, Whitman Howard, the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of N+1 Singer, Whitman
Howard, the Company or their respective affiliates, agents,
directors, officers or employees is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing nor providing advice
in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or
indemnities contained in the Placing Agreement nor the exercise or
performance of N+1 Singer's or Whitman Howard's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
29 acknowledges and accepts that N+1 Singer and Whitman Howard
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 for the purpose of
hedging their underwriting exposure or otherwise and, except as
required by applicable law or regulation, N+1 Singer and Whitman
Howard will not make any public disclosure in relation to such
transactions;
30 N+1 Singer, Whitman Howard and each of its 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 N+1 Singer, Whitman Howard
and/or any of its respective affiliates, acting as an investor for
its or their own account(s). Neither N+1 Singer, Whitman Howard 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;
31 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (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;
32 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
33 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer or Whitman Howard (for itself and as
agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity.
Pending the provision to N+1 Singer's, Whitman Howard's or the
Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at N+1 Singer's or Whitman Howard's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at N+1 Singer's, Whitman
Howard's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for
verification of identity N+1 Singer's or Whitman Howard's (for
itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, N+1
Singer, Whitman Howard and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
34 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or N+1
Singer's or Whitman Howard's conduct of the Placing;
35 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
36 it irrevocably appoints any duly authorised officer of N+1
Singer or Whitman Howard as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this Announcement;
37 the Company, N+1 Singer, Whitman Howard and others (including
each of their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to N+1 Singer and Whitman Howard, on their own behalf and
on behalf of the Company and are irrevocable;
38 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
39 time is of the essence as regards its obligations under this Appendix;
40 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
41 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
42 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of 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 N+1 Singer or
Whitman Howard in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer, Whitman Howard and each of their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by N+1
Singer, Whitman Howard, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer nor Whitman Howard shall be
responsible for such stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and they should
notify N+1 Singer accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company, N+1 Singer
and Whitman Howard in the event that either the Company and/or N+1
Singer and/or Whitman Howard has incurred any such liability to
such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer and
Whitman Howard in each case for itself and on behalf of the Company
and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that neither N+1 Singer nor Whitman Howard owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer and Whitman Howard may (at
its absolute discretion) satisfy their obligations to procure
Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer or Whitman Howard, any money held in an
account with N+1 Singer or Whitman Howard on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from N+1 Singer's money or Whitman Howard's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise.
"Additional Fundraising" the proposed subscription by the Concert Party
for the Additional New Ordinary Shares conditional
on the grant of the Rule 9 Waiver
"Additional New the new 94,000,000 Ordinary Shares to be issued
Ordinary Shares" pursuant to the Additional Fundraising
"Admission" the admission of the Placing Shares to trading
on AIM becoming effective in accordance with
the AIM Rules
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time
"Announcement" this announcement (including the Appendix and
information contained therein)
"Board" the board of directors of the Company
"Business Day" any day on which banks are usually open in
England and Wales for the transaction of business,
other than a Saturday, Sunday or public holiday
"certificated" a share or other security not held in uncertificated
or "in certificated form (that is, not in CREST)
form"
"Circular" the circular to be issued by the Company to
Shareholders including, inter alia, details
of the Placing and Additional Fundraising
"Code" The City Code on Takeovers and Mergers
"Company" or "Maistro" Maistro plc, a public limited company incorporated
in England and Wales with registered number
08188404
"Company's Registrars" Computershare Investor Services plc
"Concert Party" Charles Street International Holdings Limited
and Robert Keith
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001/3755) (as amended from time to time)
"Directors" the directors of the Company from time to time
"Existing Ordinary the issued share capital of the Company as
Shares" at the date of this Announcement, being 182,105,816
Ordinary Shares
"FCA" the United Kingdom Financial Conduct Authority
in its capacity as the competent authority
for the purposes of Part VI of FSMA
"Form of Proxy" the form of proxy for use by Shareholders in
connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company to be held
on 3 December 2018, to be convened by the Notice,
or any reconvened meeting following any adjournment
of the general meeting
"Group" the Company and its subsidiaries and subsidiary
undertakings from time to time including, where
the context requires, any one or more of such
companies
"Independent Shareholders" Shareholders in the Company other than the
Concert Party and any other party subscribing
for new Ordinary Shares in the Additional Fundraising
"London Stock Exchange" London Stock Exchange plc
"N+1 Singer" Nplus1 Singer Advisory LLP and, where the context
allows, its affiliates, the Company's nominated
adviser, joint broker and bookrunner, which
is incorporated as a limited liability partnership
in England and Wales with registered number
OC364131
"Notice" or "Notice the notice of the General Meeting to be contained
of General Meeting" in the Circular
"Ordinary Shares" the ordinary shares of 1 pence each in the
capital of the Company and "Ordinary Share"
is to be construed accordingly
"Placee" any person that has conditionally agreed to
subscribe for Placing Shares
"Placing" the conditional placing, by N+1 Singer and
Whitman Howard, as agents of and on behalf
of Maistro, of the Placing Shares on the terms
and subject to the conditions contained in
the Placing Agreement
"Placing Agreement" the conditional placing agreement dated 13
November 2018 between the Company, N+1 Singer
and Whitman Howard relating to the Placing
"Placing Price" No less than 1 penny per Placing Share
"Placing Shares" the new Ordinary Shares to be issued to Placees
pursuant to the Placing
"Prospectus Directive" directive 2003/71/EC on the requirements for
a prospectus to be published when securities
are offered to the public or admitted to trading
"Resolutions" the resolutions to be proposed at the General
Meeting, to be set out in the Notice of General
Meeting
"Rule 9 Waiver" a waiver of the obligations under Rule 9 of
the City Code on Takeovers and Mergers, which
would otherwise oblige Charles Street International
Holdings Limited to make a general offer to
shareholders under Rule 9 of the Code
"Shareholder" a holder of Ordinary Shares from time to time
"Takeover Panel" The Panel on Takeovers and Mergers
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
"United States" the United States of America
or "US"
"Whitewash Resolution" the resolution required to be passed on a poll
by Independent Shareholders in relation to
the Rule 9 Waiver in respect of the Additional
Fundraising
"Whitman Howard" Whitman Howard Limited, the Company's joint
broker, which is registered in England and
Wales with company number 06944529
"GBP", "Pounds the lawful currency of the United Kingdom
Sterling" or "Pence"
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.
END
IOEEADFDFAAPFFF
(END) Dow Jones Newswires
November 13, 2018 08:25 ET (13:25 GMT)
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