TIDMSOS
RNS Number : 2304P
Sosandar PLC
08 February 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF
MAR AS INCORPORATED INTO UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN
OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
Sosandar plc
("Sosandar" or the "Company")
Proposed Placing to raise a minimum of GBP4 million
Sosandar plc (AIM: SOS), one of the fastest growing fashion
brands in the UK, creating quality, trend-led products for women of
all ages, today announces a proposed placing (the "Placing") of not
less than 18,181,818 new ordinary shares of 0.1 pence each
("Ordinary Shares") in the capital of the Company (the "Placing
Shares").
The Placing will be conducted via an accelerated bookbuild (the
"Bookbuilding Process") at a price of 22 pence per Ordinary Share
(the "Issue Price") in order to raise minimum gross proceeds of
approximately GBP4 million (before expenses).
In addition to the Placing, the Company intends to carry out a
separate offer of up to 2,272,727 new Ordinary Shares at the Issue
Price via the BookBuild Platform (the "Retail Shares") to raise
further gross proceeds of up to approximately GBP0.5 million (the
"Retail Offer", together with the Placing, the "Fundraise"), to
provide existing retail shareholders in the United Kingdom with an
opportunity to participate in Sosandar's fundraising plans. A
separate announcemen t will be made shortly regarding the Retail
Offer and its terms. The Placing is not conditional upon the Retail
Offer. For the avoidance of doubt, the Retail Offer is not part of
the Placing.
As announced in the Company's trading update released on 10
January 2023, the Company reported strong revenue growth across all
sales channels, with a new record quarter for third party partners,
resulting in another profitable quarter for the Group following
being profitable in both H2 FY22 and H1 FY23. The Company then
announced on 23 January 2023 a new third party agreement with J
Sainsbury ("Sainsbury's"), whereby Sosandar will sell a curated
collection of its products through Sainsbury's, initially online
only with selected stores planned later in 2023. These
partnerships, which include the Company's first in-store presence,
allow Sosandar to become a true omni-channel retailer.
As such, the Company is seeking to raise additional funding to
capitalise on the opportunities in its markets and accelerate its
future growth.
Highlights
-- Proposed Placing to raise minimum gross proceeds of
approximately GBP4 million for the Company (approximately GBP3.7
million net of expenses) via the issue of not less than 18,181,818
new Ordinary Shares at the Issue Price of 22 pence per share
-- The Company intends to use the net proceeds of the Placing
primarily to accelerate the execution of its omni-channel strategy
through further investment in stock, enabling increased provision
of Sosandar's product range in-store with third party partners
including Sainsbury's from Autumn Winter 2023 onwards. The net
proceeds of the Placing will also create further balance sheet
headroom to fast track other growth initiatives as well as enable
accelerated investment in the Company's proven customer acquisition
model
-- The Placing is to be conducted by way of the Bookbuilding
Process by Singer Capital Markets Securities Limited ("Singer", the
Company's broker and bookrunner) in accordance with the terms and
conditions set out in the appendix (the "Appendix") of this
announcement (the "Announcement"), launching immediately following
the release of this Announcement
-- The Fundraise is being conducted pursuant to the Company's
existing share authorities and is therefore not conditional upon
the approval of the Company's shareholders
-- The Fundraise is not underwritten
-- The Appendix contains the detailed terms and conditions of the Placing
Expected Timetable for the Fundraise
Close of Placing and Results of Placing 8 February 2023
announced
Announcement of Retail Offer 8 February 2023
Launch of Retail Offer via BookBuild 9 February 2023
platform
Admission of Placing Shares ("Placing 13 February 2023
Admission")
Close of Retail Offer via BookBuild 4.30 p.m., 16 February
platform 2023
Results of Retail Offer announced 17 February 2023
Admission of Retail Shares ("Retail 21 February 2023
Admission")
Enquiries
Sosandar plc www.Sosandar.com
Julie Lavington / Ali Hall, Joint CEOs c/o Alma PR
Steve Dilks, CFO
Singer Capital Markets
Peter Steel / Alaina Wong / Alex Emslie /
Tom Salvesen +44 (0) 20 7496 3000
Alma PR Limited (Financial PR) +44 (0) 20 3405 0205
Sam Modlin / Matthew Young Sosandar@almapr.co.uk
About Sosandar PLC
Sosandar is one of the fastest growing women's fashion brands in
the UK targeting style conscious women who have graduated from
price-led alternatives. The Company offers this underserved
audience fashion-forward, affordable, quality clothing to make them
feel sexy, feminine, and chic. The business sells predominantly
own-label exclusive product designed in-house.
Sosandar's product range is diverse, providing its customers
with an array of choice for all occasions across all women's
fashion categories. The company sells through Sosandar.com and has
brand partnerships in place with Next, John Lewis, Marks &
Spencer, The Very Group, JD Williams and J Sainsbury.
Sosandar's strategy is to continue growing brand awareness and
expand its customer database, whilst also further driving its high
levels of customer retention. This is achieved through its
exceptional products, seamless customer experience and impactful,
lifestyle marketing activities all of which is underpinned by
combining innovation with data analysis.
Sosandar was founded in 2016 and listed on AIM in 2017. More
information is available at www.sosandar-ir.com
FURTHER INFORMATION
Background to and reasons for the Placing
Overview
The Company is one of the fastest growing women's fashion brands
in the UK, targeting style conscious women who have graduated from
price-led alternatives. With 20 million women aged 35 and over in
the UK (of which 13 million represent Sosandar's core demographic),
the Board believes that this is a large and underserved segment of
the market and the Company's unique and diverse product range, with
its chic and sexy aesthetic, has been purposefully positioned to
take advantage of the market growth opportunity. Furthermore, the
Board believes that the Company has an opportunity to grow
internationally, with the long-term objective of becoming one of
the world's largest womenswear brands.
Since Sosandar was founded in 2016, the Company has grown
significantly, recording turnover of GBP29.5 million in FY22 and on
track for further significant growth in FY23. The Company is now
also profitable, with Q3 FY23 representing another profitable
quarter for the Group following being profitable in both H2 FY22
and H1 FY23, as announced on 10 January 2023. Growth has been
achieved through sales via the Company's own website
www.sosandar.com and, increasingly, through the websites of the
Company's third party partners: Next, Marks & Spencer, John
Lewis, The Very Group and JD Williams.
This growth in sales via third party partners followed the
Company's equity fundraise completed in May 2021, raising gross
proceeds of approximately GBP5.77 million which were invested
primarily in increasing the stock available to be sold via third
party partner websites. As reported in the Company's H1 FY23
results announced on 13 December 2022, the 72 per cent. growth in
revenue to GBP21.0 million (H1 FY22: GBP12.2 million) was split
roughly equally between own site and third party partner sales.
Omni-channel opportunity
On 23 January 2023, Sosandar announced its first third party
partnership opportunity with an in-store presence, whereby the
Company entered into a wholesale agreement to sell a curated
collection of its products through Sainsbury's, initially online
only with selected stores planned later this year.
The Board believes that the partnership with Sainsbury's is the
first step in Sosandar's journey to become a true omni-channel
retailer, further diversifying the Company's routes to market and
increasing brand awareness across its target demographic, whilst
driving profitable sales growth.
Rationale for the Placing and Use of Proceeds
The Board believes that there is a compelling opportunity to
accelerate the roll-out of Sosandar's product range in-store with
third party partners. As a new channel to market, the provision of
Sosandar's product range in-store will result in heightening brand
awareness, which the Board believes will ultimately help accelerate
growth in the Company's market share. The Board also believes that
becoming an omni-channel brand will provide the Company with an
increased breadth of quality potential partners
internationally.
As such, the Board believes that it is in the best interests of
Shareholders to raise additional equity for the Company to fully
capitalise on these opportunities and accelerate its future
growth.
The Board intends to use the net proceeds of the Placing
primarily to accelerate the execution of its omni-channel strategy
through further investment in stock, enabling increased provision
of Sosandar's product range in-store with third party partners
including Sainsbury's from Autumn Winter 2023 onwards. The net
proceeds of the Placing will also create further balance sheet
headroom to fast track other growth initiatives as well as enable
accelerated investment in the Company's proven customer acquisition
model.
Current Trading and Outlook
On 10 January 2023, the Company announced a trading update for
Q3 FY23, with selected extracts set out below as unamended (in
italics):
-- Revenue of GBP11.6m, up 30% year-on-year (Q3 FY22: GBP8.9m), a new record quarter
-- Strong revenue growth across all sales channels, with a new
record quarter for third party partners
-- Fifth consecutive quarter of profitability for the Group
-- Average order value of GBP106.37, up 11% from GBP95.69 in the
prior year reflecting customers buying into higher priced items and
categories such as outerwear, tailoring and occasion wear
-- Improved gross margin at 56.8%, up from 55.8% in Q3 FY22 and
a further improvement from 54.4% achieved in H1 FY23
-- Net cash of GBP4.6m as at 31 December 2022 (GBP4.2m as at 30 September 2022)
The Board remains cognisant of the wider macro-economic
challenges and regularly reviews market conditions to ensure that
Sosandar is well prepared to adapt to customer trends and mitigate
all headwinds. Sosandar's performance in FY23 so far has served to
validate the strategy, agile business model, dedicated team and
highly differentiated quality product that is in demand across all
our channels. As a result, the Board confirms that the Company
continues to trade in line with market expectations* for the
current financial year.
* as at 10 January 2023, the Board believes that consensus
market expectations for the year ending 31 March 2023 are revenues
of GBP42.8m and PBT of GBP2.0m.
The positive momentum reported in the Q3 FY23 trading update has
continued into the first few weeks of Q4 FY23, with trading
continuing in line with the Board's expectations. The Board
reiterates its confidence in the Company's prospects.
Details of the Placing
In connection with the Placing, the Company has today entered
into a placing agreement (the "Placing Agreement") pursuant to
which Singer (acting as agent for and on behalf of the Company in
respect of the Placing) has agreed, in accordance with its terms,
to use reasonable endeavours to procure subscribers for the Placing
Shares at the Issue Price. The Placing is not underwritten.
Participation in the Placing is subject to the terms and
conditions set out in the Appendix (which forms part of this
Announcement).
Singer will today commence an accelerated bookbuilding process
in respect of the Placing. The final number of Placing Shares to be
placed at the Issue Price will be determined at the close of the
Bookbuilding Process.
The book will open with immediate effect following this
Announcement. The timing of the closing of the Bookbuilding Process
and allocations thereunder are at the absolute discretion of
Singer, having consulted with the Company. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuilding Process.
The Placing Agreement contains certain customary warranties
given by the Company concerning the accuracy of information given
in this Announcement in respect of the Placing as well as other
matters relating to the Company and its subsidiaries ("Group") and
the Group's business. The Placing Agreement is terminable by Singer
in certain customary circumstances up until Placing Admission,
including, inter alia, should there be a breach of a warranty
contained in the Placing Agreement or should a force majeure event
take place or a material adverse change to the business of the
Company or the Group occur. The Company has also agreed to
indemnify Singer against all losses, costs, charges and expenses
which Singer may suffer or incur as a result of, occasioned by or
attributable to the carrying out of its duties under the Placing
Agreement.
The Placing Shares, when issued, will be credited as fully paid
up in cash and free from all encumbrances, 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 in respect of such Ordinary
Shares after the date of issue.
The Placing is conditional upon, among other things, Placing
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms. The Retail Offer is
conditional upon, among other things, Retail Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
The Appendix sets out further information relating to the
Bookbuilding Process and the terms and conditions of the
Placing.
Related Party Transaction
One of the Company's Substantial Shareholders (as defined in the
AIM Rules for Companies ("AIM Rules")) has indicated itsintention
to participate in the Placing. The Substantial Shareholder's
proposed participation would constitute a related party transaction
under Rule 13 of the AIM Rules. Further details of any
participation will be set out in the Placing Results
Announcement.
Details of the Retail Offer
In addition, the Company intends to use the BookBuild platform
to conduct a Retail Offer on behalf of Sosandar, on the terms to be
set out in a separate announcement to be made following the issue
of this announcement.
Important Notices
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR
INFORMATION PURPOSES AND ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMED (THE
"PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF
REGULATION (EU) 2017/1129, AS AMED, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA")
(THE "UK PROSPECTUS REGULATION") WHO ARE ALSO: (A) PERSONS WHO FALL
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"); OR (B) PERSONS WHO FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"), IN EACH CASE WHO HAVE BEEN INVITED TO
PARTICIPATE IN THE PLACING BY SINGER.
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 SOSANDAR PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND
IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG
KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Singer
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Singer to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Canada,
Australia, New Zealand, the Republic of South Africa, the Republic
of Ireland, Singapore, Hong Kong or Japan or any other jurisdiction
in which the same would be unlawful. No public offering of the
Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares in the EEA and the United
Kingdom will be made pursuant to an exemption under the Prospectus
Regulation and the UK Prospectus Regulation (respectively) from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) ("FSMA") does not require the approval of the
Announcement by an authorised person.
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 from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Canada, Australia, New Zealand, the Republic of South
Africa, the Republic of Ireland, Singapore, Hong Kong or Japan.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada,
Australia, New Zealand, the Republic of South Africa, the Republic
of Ireland, Singapore, Hong Kong or Japan or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement
(including the Appendix) in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix.
Singer Capital Markets Securities Limited ("Singer"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company and no-one else in connection with
the Fundraise and the transactions and arrangements described in
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the Fundraise or the transactions and arrangements described in
this Announcement. Singer is not responsible to anyone other than
the Company for providing the protections afforded to clients of
Singer or for providing advice in connection with the contents of
this Announcement, the Fundraise or the transactions and
arrangements described in this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules and no-one else in connection with the Fundraise and the
transactions and arrangements described in this Announcement and
will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the
Fundraise or the transactions and arrangements described in this
Announcement. SCM Advisory is not responsible to anyone other than
the Company for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the
contents of this Announcement, the Fundraise or the transactions
and arrangements described in this Announcement. SCM Advisory's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person.
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 Singer or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on AIM.
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.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the " UK Product Governance Rules "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of UK law by virtue of the EUWA, (b) investors who
meet the criteria of professional clients as defined in Regulation
(EU) No 600/2014 as it forms part of UK law by virtue of the EUWA
and (c) eligible counterparties, each as defined in chapter 3 of
the FCA Handbook Conduct of Business Sourcebook (" COBS "); and
(ii) eligible for distribution through all distribution channels as
are permitted by Directive 2014/65/EU (the " UK Target Market
Assessment "). Notwithstanding the UK Target Market Assessment,
distributors should note
that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, Singer will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (" MiFID II "); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the " MiFID II Product Governance Requirements "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (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 retail
clients and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the " EU Target Market Assessment ").
Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
EU Target Market Assessment, Singer will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of 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.
Basis on which information is presented
In this Announcement, references to "GBP", "pence" and "p" are
to the lawful currency of the United Kingdom. All times referred to
in this Announcement are, unless otherwise stated, references to
London time.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE
(1) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); WHO (A)
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE
LAWFUL TO COMMUNICATE IT TO (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 SOSANDAR PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND
IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Singer
or any of its Representatives that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Singer to inform themselves about and
to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in Australia, Canada, the Republic of
South Africa, Singapore, Hong Kong or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares in the United Kingdom will be
made pursuant to an exemption from the requirement to produce a
prospectus under the UK Prospectus Regulation. 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 require the
approval of the relevant communication by an authorised person.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
By participating in the Bookbuilding Process and the Placing,
each Placee 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.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things) to
Singer and the Company that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than Qualified Investors or in circumstances in which the prior
consent of Singer has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement; and
4. it 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 4 above) is outside of the
United States acquiring the Placing Shares in offshore transactions
as defined in and in accordance with Regulation S under the
Securities Act; and
6. the Company and Singer will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies (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 out in the
contract note, electronic trade confirmation or other (oral or
written) 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
Singer or the Company or any other person and none of Singer, the
Company nor any other person acting on such person's behalf nor any
of their respective Representatives has or shall have any liability
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Singer has today entered into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject
to the conditions set out in the Placing Agreement, Singer, as
agent for and on behalf of the Company, has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares.
The Placing is not being underwritten nor is any part of the
Placing subject to clawback from the Retail Offer.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company be credited
as fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares in the capital of the Company, including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Existing Ordinary Shares
after the date of issue of the Placing Shares.
Applications for admission to trading of the Placing Shares
Applications will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that admission of the Placing Shares to trading
on AIM ("Placing Admission") will take place on or before 8.00 a.m.
on or around 13 February 2023 and that dealings in the Placing
Shares on AIM will commence at the same time.
The Bookbuilding Process
Singer will commence the Bookbuilding Process to determine
demand for participation in the Placing by Placees immediately
following the publication of this Announcement. 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.
Singer and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuilding Process as they may,
in their sole discretion, determine.
Principal terms of the Bookbuilding Process and Placing
7. Singer is acting as sole bookrunner to the Placing, as agent
for and on behalf of the Company.
8. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by Singer to
participate. Singer and any of its affiliates are entitled to enter
bids in the Bookbuilding Process.
9. The price per Placing Share (the "Issue Price") is fixed at
22 pence and is payable to Singer (as agent for the Company) by all
Placees whose bids are successful. The number of Placing Shares
will be agreed between Singer and the Company following completion
of the Bookbuilding Process. The number of Placing Shares will be
announced by the Company (such announcement being the "Placing
Results Announcement") following the completion of the Bookbuilding
Process.
10. To bid in the Bookbuilding Process, Placees should
communicate their bid by telephone or email to their usual sales
contact at Singer. Each bid should state the number of Ordinary
Shares which a Placee wishes to acquire at the Issue Price. Bids
may be scaled down by Singer on the basis referred to in paragraph
9 below. Singer is arranging the Placing as agent of the
Company.
11. The Bookbuilding Process is expected to close no later than
4.30 p.m. on 8 February 2023 but may be closed earlier or later
subject to the agreement of Singer and the Company. Singer may, in
agreement with the Company, accept bids that are received after the
Bookbuilding Process has closed. The Company reserves the right
(upon agreement of Singer) to reduce or seek to increase the amount
to be raised pursuant to the Placing, in its discretion.
12. Each Placee's allocation will be determined by Singer in its
discretion following consultation with the Company and will be
confirmed to Placees either orally or by email by Singer. Singer
may choose to accept bids, either in whole or in part, on the basis
of allocations determined at its absolute discretion, in
consultation with the Company, and may scale down any bids for this
purpose on the basis referred to in paragraph 9 below.
13. The Company will release the Placing Results Announcement
following the close of the Bookbuilding Process detailing the
aggregate number of the Placing Shares to be issued.
14. Each Placee's allocation and commitment will be evidenced by
a contract note, electronic trade confirmation or other (oral or
written) confirmation issued to such Placee by Singer. The terms of
this Appendix will be deemed incorporated in that contract note,
electronic trade confirmation or other (oral or written)
confirmation.
15. Subject to paragraphs 4, 5 and 6 above, Singer may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any
bids for this purpose on such basis as it may determine or be
directed. Singer may also, notwithstanding paragraphs 4, 5 and 6
above, subject to the prior consent of the Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process has
closed to any person submitting a bid after that time.
16. A bid in the Bookbuilding Process will be made on the terms
and subject to the conditions in this Appendix and will be legally
binding on the Placee on behalf of which it is made and except with
Singer's consent will not be capable of variation or revocation
after the time at which it is submitted. Following Singer's oral or
written confirmation of each Placee's allocation and commitment to
acquire Placing Shares, each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Singer (as
agent for the Company), to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Issue 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.
17. Except as required by law or regulation, no press release or
other announcement will be made by Singer 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.
18. 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".
19. All obligations under the Bookbuilding Process and Placing
will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing".
20. By participating in the Bookbuilding Process, 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.
21. To the fullest extent permissible by law and applicable FCA
rules and regulations, neither:
(a) Singer;
(b) any of its Representatives; nor
(c) to the extent not contained within (a) or (b), any person
connected with Singer as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of
Singer);
shall have any responsibility or 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 Singer nor any of its affiliates shall have
any responsibility or liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Singer's
conduct of the Bookbuilding Process or the Placing or of such
alternative method of effecting the Placing as Singer and the
Company may agree.
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 Issue Price and the
aggregate amount owed by them to 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 Singer in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00BDGS8G04 ) following Placing Admission will take place within
the CREST system, subject to certain exceptions. Settlement through
CREST is expected to occur, in respect of the Placing Shares on 13
February 2023 ("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 Singer may agree that the
Placing Shares should be issued in certificated form. Singer
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 Singer.
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 Singer: NNQAN
Expected trade time & date: 08.00 a.m. on 9
February 2023
-----------------
Settlement Date: 13 February 2023
-----------------
ISIN code for the Placing Shares: GB00BDGS8G04
-----------------
Deadline for Placee to input instructions 3.00 p.m. on 10
into CREST: February 2023
-----------------
Each Placee is deemed to agree that, if it does not comply with
these obligations, Singer may sell any or all of the Placing Shares
allocated to that Placee on their behalf and retain from the
proceeds, for Singer'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 Issue 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 Singer all such authorities and powers necessary
to carry out such sale and agrees to ratify and confirm all actions
which Singer 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.
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 Singer under the Placing Agreement in
relation to the Placing Shares, are conditional upon, inter
alia:
(d) none of the representations and warranties on the part of
the Company contained in the Placing Agreement being untrue,
inaccurate or misleading on the date on which the Placing Agreement
is signed or on Placing Admission by reference to the facts and
circumstances then subsisting;
(e) the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Placing Admission; and
(f) Placing Admission having become effective at or before 8.00
a.m. on 13 February 2023 or such later time as Singer may agree
with the Company (not being later than 8.00 a.m. on 17 March 2023
(the "Long Stop Date")).
(all conditions to the obligations of Singer in relation to the
Placing Shares included in the Placing Agreement being together,
the "Conditions").
If any of the Conditions are not fulfilled or, where permitted,
waived by Singer in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the
Company and Singer may agree), 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 Bookbuilding Process, 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.
Singer may, in its absolute discretion and upon such terms as it
thinks fit, waive fulfilment of all or any of the Conditions in
whole or in part, or extend the time provided for fulfilment of one
or more Conditions, save that certain Conditions including the
conditions relating to Placing Admission referred to above. Any
such extension or waiver will not affect Placees' commitments as
set out in this Appendix.
Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither Singer nor any of its Representatives nor the Company
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision 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
Singer.
Termination of the Placing
Singer may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to Placing
Admission if, inter alia:
(g) there has, in the opinion of Singer, been a breach of the warranties given to it;
(h) there has, in the opinion of Singer, been a material adverse change;
(i) any statement contained in this Announcement, the Placing
Results Announcement or any other document or announcement issued
or published by or on behalf of the Company in connection with the
Placing is or has become or has been discovered to be untrue or
inaccurate in any material respect or misleading in any material
respect; or
(j) in the opinion of Singer, there has been a force majeure event.
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 Bookbuilding Process, each Placee agrees
with the Company and Singer that the exercise by the Company or
Singer of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or Singer or for agreement between the
Company and Singer (as the case may be) and that neither the
Company nor Singer need make any reference to such Placee and that
none of the Company, Singer nor any of their respective
Representatives 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. Each Placee
further agrees that they will have no rights against Singer, the
Company or any of their respective directors or employees under the
Placing Agreement pursuant to the Contracts (Rights of Third
Parties) Act 1999 (as amended).
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 Singer of a contract note, electronic trade
confirmation or other (oral or written) confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee
(and any person acting on such Placee's behalf) irrevocably
confirms, represents, warrants, acknowledges and agrees (for itself
and for any such prospective Placee) with the Company and Singer
(in its capacity as bookrunner and placing agent of the Company in
respect of the Placing) that (save where Singer expressly agrees in
writing to the contrary):
22. 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 Placing Admission, the Placing, the Company, the
Placing Shares or otherwise, other than the information contained
in this Announcement and the Publicly Available Information;
23. it has not received and will not receive a prospectus or
other offering document in connection with the Placing and
acknowledges that no prospectus or other offering document:
(a) is required under the UK Prospectus Regulation or other applicable law; and
(b) has been or will be prepared in connection with the Placing;
24. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for
Companies (the "AIM Rules") and the Market Abuse Regulation (EU
Regulation No. 596/2014 as it applies in the United Kingdom as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK MAR")), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded
company, without undue difficulty;
25. 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 Singer nor the Company nor any of their respective
Representatives nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested Singer, the Company, any of their
respective Representatives or any person acting on behalf of any of
them to provide it with any such information;
26. neither Singer nor any person acting on behalf of it nor any
of its Representatives 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;
27.
(a) the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on the information in this
Announcement and the Publicly Available Information;
(b) neither Singer, nor the Company (nor any of their respective
Representatives) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, nor will it provide any material or
information regarding the Company, the Placing or the Placing
Shares;
(c) it has conducted its own investigation of the Company, the
Placing (including its terms and conditions) and the Placing
Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing; and
(d) it has not relied on any investigation that Singer or any
person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
28. 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 Singer nor any
persons acting on its behalf nor any of their respective
Representatives 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;
29. neither it nor the beneficial owner of the Placing Shares
is, nor will, at the time the Placing Shares are acquired, be a
resident of the United States, Australia, Canada, the Republic of
South Africa, Singapore, Hong Kong or Japan;
30. 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, Australia, Canada, the Republic of South Africa, Singapore,
Hong Kong 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, Australia,
Canada, the Republic of South Africa, Singapore, Hong Kong or Japan
or in any country or jurisdiction where any such action for that
purpose is required;
31. it may be asked to disclose in writing or orally to Singer:
(i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned;
32. it has the funds available to pay for the Placing Shares for
which it has agreed to acquire and acknowledges and agrees that it
will pay the total subscription amount in accordance with the terms
of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as Singer determines;
33. it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to enter into
and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its acquisition of Placing Shares;
34. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of, the
United States, Australia, Canada, the Republic of South Africa,
Singapore, Hong Kong or Japan, 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 the United
States, Australia, Canada, the Republic of South Africa, Singapore,
Hong Kong or Japan and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
35. 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;
36. it understands that it will not offer, sell, transfer,
pledge or otherwise dispose of any Placing Shares in the United
States except to a person it reasonably believes to be a QIB in a
transaction meeting the requirements of Rule 144A of the Securities
Act;
37. no representation has been made as to the availability of
the exemption provided by Rule 144, Rule 144A or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Placing Shares;
38. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
39. 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;
40. none of Singer, the Company nor any of their respective
Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of Singer and that
Singer has no 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;
41. it will make payment to 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 Singer determines in its
absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the Placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
42. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
43. no action has been or will be taken by any of the Company,
Singer or any person acting on behalf of the Company or Singer 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;
44. the person who it specifies for registration as holder of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Singer and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and
Singer in respect of the same on the basis that the Placing Shares
will be allotted to a CREST stock account of Singer or transferred
to a CREST stock account of Singer who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
45. 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;
46. if it is within the United Kingdom, 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;
47. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to the expiry
of a period of six months from Placing Admission except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA or within the meaning of the UK Prospectus Regulation, or
an offer to the public in any member state of the EEA within the
meaning of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 on the prospectus to be published
when securities are offered to the public or admitted to trading on
a regulated market ( "EU Prospectus Regulation");
48. if it is within the United Kingdom, it is a Qualified
Investor as defined in Article 2(e) of the UK Prospectus
Regulation;
49. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Singer in
its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
50. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
and the UK MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
51. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, 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 the United
Kingdom other than Qualified Investors, or in circumstances in
which the express prior written consent of Singer has been given to
each proposed offer or resale;
52. if in the United Kingdom, unless otherwise agreed by Singer,
it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ( "COBS") and it is acquiring Placing Shares for
investment only and not with a view to resale or distribution;
53. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing,
it has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the
Company;
(b) encouraged, recommended or induced another person to deal in
the securities of the Company or to cancel or amend an order
concerning the Company's securities; or
(c) unlawfully disclosed such information to any person, prior
to the information being made publicly available;
54. Singer and its affiliates, acting as an investor for its or
their own account(s), may bid or subscribe for and/or purchase
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Singer and/or any of its affiliates acting as an
investor for its or their own account(s). Neither Singer 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;
55. it:
(a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 (as
amended) and all related or similar rules, regulations or
guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA (together, the "Money Laundering
Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(together with the Money Laundering Regulations, the
"Regulations") and if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to
Singer such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in
connection with the Placing (for the purpose of complying with the
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Singer on the basis that any failure
by it to do so may result in the number of Placing Shares that are
to be acquired by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Singer may decide at
its sole discretion;
56. in order to ensure compliance with the Regulations, Singer
(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 Singer or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
Singer's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at
Singer'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 Singer (for itself and as agent on behalf
of the Company) or the Company's registrars have not received
evidence satisfactory to them, either Singer 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;
57. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it
is acting in concert, pursuant to Rule 9 of the City Code on
Takeovers and Mergers;
58. any money held in an account with Singer 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 the FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Singer's money in accordance with the
client money rules and will be used by Singer's in the course of
its business; and the Placee will rank only as a general creditor
of Singer's;
59. neither it nor, as the case may be, its clients expect Singer to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Singer is not acting for it or its clients, and that Singer will not be responsible for providing the protections afforded to clients of Singer or for providing advice in respect of the transactions described in this Announcement;
60. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note, the electronic trade confirmation or other (oral or
written) 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 Singer's conduct of the Placing;
61. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring 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;
62. it irrevocably appoints any duly authorised officer of
Singer as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to acquire upon the terms of
this Announcement;
63. the Company, Singer and others (including each of their
respective Representatives) will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and
agreements, which are given to Singer on its own behalf and on
behalf of the Company and are irrevocable;
64. it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such accounts; and
(b) will remain liable to the Company and 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);
65. time is of the essence as regards its obligations under this Appendix;
66. 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 Singer;
67. the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
68. the terms and conditions contained in this Appendix and all
documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into
pursuant to these terms and conditions and all agreements to
acquire Placing Shares pursuant to the Bookbuilding Process and/or
the Placing and all non-contractual or other obligations arising
out of or in connection with them, will be governed by and
construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including
any dispute regarding the existence, validity or termination or
such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract),
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or Singer 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, Singer and each of their respective Representatives
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 Singer, the Company or each of their respective
Representatives arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The rights and remedies of Singer and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise or partial exercise of one will not prevent the
exercise of others.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Singer 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 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 and Singer in the event that either
the Company and/or Singer have incurred any such liability to such
taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Singer for
itself and on behalf of the Company and are irrevocable.
Singer Capital Markets Securities Limited is authorised and
regulated by the FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Fundraising, and Singer will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Bookbuilding Process or the
Fundraising or any other matters referred to in this
Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Singer does not owe 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 Singer may (at its absolute
discretion) satisfy its 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 Singer, any money held in an account with Singer 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 the 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 Singer's money 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. Placees will be notified of any changes.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUBRAROOUURUR
(END) Dow Jones Newswires
February 08, 2023 02:00 ET (07:00 GMT)
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