TIDMVARE
RNS Number : 8002V
Various Eateries PLC
06 December 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (EU) NO . 596/2014 AS IT FORMS PART OF
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO .
THIS ANNOUNCEMENT, INCLUDING THE APPICES TO THIS ANNOUNCEMENT,
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY .
THIS ANNOUNCEMENT AND THE APPICES DO NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF VARIOUS EATERIES PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY . IN
PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED
IN THE APPICES INCLUDING APPIX III WHICH CONTAINS THE TERMS AND
CONDITIONS OF THE PLACING.
6 December 2023
Various Eateries plc
("Various Eateries", the "Company" or the "Group")
Proposed Placing to raise approximately GBP10 million
Proposed Conversion of Debt into Equity
The Company announces it is carrying out a conditional placing
to raise approximately GBP10 million, before expenses, by way of
the issue of new ordinary shares in the capital of the Company (the
"Placing") to certain existing shareholders and other investors at
a price of 25 pence per share (the "Placing Price"). The Placing
Price represents a discount of approximately 3.9 per cent. to the
Closing Price of 26 pence per Ordinary Share on 5 December 2023,
being the Latest Practicable Date prior to the publication of this
Announcement.
The Company also confirms its intention to convert a deep
discounted bond ("DDB") held by Friends Provident which operates on
an execution only basis on the sole instruction of Hugh Osmond and
certain secured loan agreements ("SLA") with Anella Limited (owned
and controlled by Andy Bassadone) and TDR Capital Limited into new
ordinary shares of the Company at the Placing Price.
Capitalised terms used but not otherwise defined in this
Announcement shall have the meanings ascribed to such terms in
Appendix II of this Announcement, unless the context requires
otherwise.
Background
The Directors consider that, given the current market
conditions, the Company's financial position and its ambitious roll
out plans, it is necessary to increase the Company's capital and
working capital position through the Placing and reduce its ongoing
liabilities with the Conversion. Accordingly, the Company intends
to use the proceeds of the Placing, as well as operational cash
flow for the next 18 months, to deliver, amongst other things the
roll out of up to 10 new Noci sites and up to 3 new Coppa Club
sites, including Cardiff and Farnham. Further details of these
plans are set out below.
The following sets out the background to, and the reasons for,
the Placing and the Conversion and explains why the Directors
consider the Proposals to be in the best interests of the Company
and its Shareholders as a whole.
About the Group
Various Eateries plc was admitted to trading on AIM on 25
September 2020. It is the ultimate parent company of the Various
Eateries group. Various Eateries plc owns, develops and operates
restaurant, clubhouse and hotel sites in the United Kingdom. The
Group's stated mission is "great people delivering unique
experiences through continuous innovation".
The Group is led by a highly experienced senior team including
Andy Bassadone (Executive Chairman and Managing Director, Noci),
Hugh Osmond (Founder), Sharon Badelek (Chief Financial Officer) and
Rebecca Tooth (Managing Director, Coppa Club) (a non-PLC board
position).
The Group operates across 18 locations and has two core
brands:
-- Coppa Club, a multi-use, all day concept that combines
restaurant, terrace, café, lounge, bar and work
spaces
-- Noci, a modern, neighbourhood pasta-only concept which
serves very high-quality dishes at reasonable prices.
Noci is an evolution of the Group's iconic Tavolino
restaurant at Tower Bridge.
About Noci
Noci is a concept led by Andy Bassadone from inception. Andy had
a vision to re-define the Italian dining-sector and he has
previously accomplished a similar objective with the French
dining-sector through his roll out of Côte Brasserie. Andy is now
looking to duplicate this success with Italian food. Tavolino was
the first restaurant in the Group, that included a wide Italian
Brasserie menu including many of the pasta dishes offered in the
Noci restaurants. Tavolino is considered the inspiration behind
Noci, and it continues to be a successful part of the Group.
The Islington restaurant, the first to bear the Noci brand and
focused on pasta dishes, launched in March 2022. In 2023 Noci has
expanded into Shoreditch and Battersea. The offering is
specifically designed to address consumers' desire for high quality
food and a great experience despite a cost-of-living crisis and the
Directors believe Noci is ideally suited to take advantage of
reduced competition in this market with an accessible price point,
laid-back atmosphere, and a focus on quality, having already been
featured in the Michelin guide.
In particular, the Directors believe that the Noci flexible
format can work from both large and small sites; although the
concept has been designed specifically to deliver profitability in
c.3,000 square foot spaces which the Directors understand have
become challenging for incumbent operators. Market research has led
the Directors to believe there are over 100 suitable sites in the
UK, while the immediate roll out will be largely focused on the
Greater London boroughs.
Part of the funds from the Placing are intended to be applied to
roll out up to 10 new Noci sites over the next 18 months.
About Coppa Club
Coppa Club was designed specifically to address changes in
consumer behaviour which the Directors believe have since been
accelerated by Covid. It was designed to provide a 'clubhouse' that
guests could identify as their own club, without annual membership
fees, but which provides the associated facilities.
Coppa Club is a multi-use all day concept, combining restaurant,
café, lounge, bar and work spaces under one roof (as well as
bedrooms, event spaces, gym and spa facilities in certain flagship
locations). Whilst the majority of Coppa Club's existing estate is
located outside of London, its flexible format allows it to be
applied to central London, town-centre locations and existing hotel
sites with ease. The offering incorporates four formats designed to
capitalise on each specific site location:
The Formats are:
-- Full-Service Clubhouse: this format typically includes a
restaurant, bar, café, lounge, workspace, gym, outdoor terrace with
alfresco dining, hotel bedrooms, private dining, igloos, events and
meeting space. More commonly suited to affluent residential areas
outside of London, the Company's flagship Coppa Club locations in
Streatley, Sonning and Haslemere adopt this format.
-- Club & Brasserie: this format typically includes a
restaurant with all day dining, bar, café, lounge, outdoor terrace
with alfresco dining and igloos. It is more commonly suited to
larger city centre locations. The Company's Tower Bridge Coppa Club
is a Coppa Club & Brasserie, as is Coppa Club, Cobham.
-- High Street Hubs: this format typically includes a
restaurant, bar, café and workspace with outdoor seating. It is
suited to cities and high streets in affluent neighbourhoods or
town centres that lack community hub spaces. Coppa Club Henley,
Maidenhead and Brighton are High Street hubs.
-- Townhouse: this format incorporates a number of drinking,
dining, café and workspace options across several floors and it
endeavours to capture the transition from day to night. It is found
on the high streets of cities and towns. A Coppa Townhouse
incorporates space for coffee, working and casual lunches for day
time demands; as well as fine dining options and evening cocktail
lounges for night time entertainment. Coppa Club's Guildford and
Bath are Townhouses.
Coppa Club's all day menu is designed to address consumers'
needs at any time of the day or week, encouraging them to return
regularly. Coppa Club does not offer discounts or voucher schemes.
The pricing strategy is focused on providing high quality at
reasonable prices.
The menu is designed to suit all occasions, from coffee,
breakfast and weekend brunches, to lunches, dinner celebrations and
late-night drinks. Private dining is also available for functions,
events, corporate workshops, meetings and weddings, all underpinned
with the same philosophy on procurement and quality ingredients. At
the Full-Service Clubhouse locations in Sonning, Haslemere and
Streatley, the Company can cater for a range of events from small
meetings and private dining to parties and large wedding
receptions.
Overall the Group has twelve established Coppa Clubs in affluent
predominantly southeast locations. Part of the funds from the
proposed Placing will be utilised to roll out up to 3 new Coppa
sites over the next 18 months, including Cardiff and Farnham which
are both planned to be Coppa Townhouses.
Financial Position
A trading update was announced by the Company on 1 November
2023.
Cash at bank at 1 October 2023 was GBP1.9m (2022: GBP9.4m).
Market Opportunity
The Directors believe that the market opportunity exists to
accelerate a roll out of both Noci and Coppa Club. For Noci, the
Directors believe that having developed, tested and refined the
offering in 4 sites (including Tavolino), the concept is ready to
be scaled up. For Coppa Club the Directors still believe that
changes in consumer behaviour, post-Covid, such as flexible/hybrid
working, present an even bigger opportunity which the Board want to
capitalise on.
In particular, the Board believes the following factors are
particularly compelling when considering the opportunities
available to the Company:
-- Increased and improved site availability - with a significant
number of sites now available to the Group on competitive rental
terms; and in many cases with fit-outs already funded;
-- Landlords keen to offer attractive rents, rent free periods
and landlord contributions to encourage occupancy by financially
stable operators;
-- Recent changes to planning classification makes it easier to
turn retail into restaurant spaces;
-- Reduced competition - the cost-of-living crisis accelerated
the decline of other restaurant groups, especially in the Italian
mid-market sector which Noci focuses on; and
-- Change in consumer behaviour towards more flexible working.
The Directors believe that the Group is well positioned for
growth because it has two established brands (Coppa Club and Noci).
Furthermore, in the Directors' experience, in challenging market
conditions, focusing on the top-line, as opposed to maximisation of
short term profits through cost cutting, is fundamental to future
success. Accordingly the Directors believe that by continuing to
put guests at the heart of everything the Company does, for
example, by absorbing some of the recent costs rises, the Company
will continue to win market share and customer loyalty.
The Conversion
Various Eateries Trading Limited, a wholly owned subsidiary of
Various Eateries plc, currently has the following indebtedness
outstanding:
-- a Deep Discounted Bond issued to Friends Provident on 15 April 2023 with a nominal value of GBP10,801,509 and maturing on 15 April 2024 or such earlier date as Various Eateries Trading Limited and Friends Provident may agree; and
-- a Secured Loan Agreement under which there is outstanding
principal amount of GBP392,337 owed to Anella Limited, due to be
repaid on 15 April 2024, and GBP215,351 owed to TDR Capital
Limited, which is due to be repaid on 15 January 2024, or, in both
cases, such earlier date as Various Eateries Trading Limited may
agree with Anella Limited or TDR Capital Limited, as the case may
be. Anella Limited is owned and controlled by Andy Bassadone.
The Deep Discounted Bond and the Secured Loan Agreement are each
supported by a debenture issued by Various Eateries Trading
Limited.
The Company intends that, conditional on, amongst other matters,
completion of the Placing and shareholder approval, the
indebtedness under both the Deep Discounted Bond and the Secured
Loan Agreements will be converted into the Conversion Shares by the
Company issuing the Conversion Shares at the Placing Price in
satisfaction of Various Eateries Trading Limited's obligation to
repay the indebtedness under the Deep Discounted Bond and the
Secured Loan Agreement. The accrued interest on the indebtedness
under Secured Loans Agreement is intended to be settled in cash
from existing cash resources. On the Latest Practicable Date the
amount of this accrued interest was GBP 9,820.06 .
Deep Discounted Bond Facility Agreement
VEL Property Holdings Limited, a subsidiary of the Company,
intends to enter into a DDB Facility Agreement, with Xercise 2
Limited, a company owned and controlled by Hugh Osmond. Under the
terms of the DDB Facility Agreement, VEL Property Holdings Limited
would be able to draw down up to GBP3,018,769, at rate of 5% above
Bank of England Base rate for a period of 15 months, for the
purpose of redeeming the deep discounted bond issued by VEL
Property Holdings Limited to Friends Provident (which operates on
an execution only basis on the sole instruction of Hugh Osmond).
The details of this deep discounted bond are set out in the
Company's announcement of 18 July 2023. This deep discounted bond
has a redemption date of 14 January 2024 and in the event that the
Company cannot refinance this deep discounted bond, it is intended
that the DDB Facility Agreement would provide comfort that it can
be repaid.
Reasons for the Placing, the Conversion and Use of Proceeds
As set out above, the Company has ambitious roll out plans for
the Company over the next 18 months with plans for up to 10 new
Noci sites and up to 3 new Coppa Club sites, including Cardiff and
Farnham. The Company already has a commitment to open the Cardiff
and Farnham Coppa Club sites during calendar year 2024 and another
site is to be identified and sourced, likely within the south of
England. The Placing Proceeds will also be utilised for the costs
of these transactions and for working capital purposes.
The Conversion is considered, by the Independent Directors, to
be of strategic importance to the future of the Company because of
the uncertainty with regards to the Company's ability to repay the
associated debt. The indebtedness under the Deep Discounted Bond is
a material sum for the Company, and it matures in April 2024. There
is no certainty that the holder of the Deep Discounted Bond would
extend the repayment terms; that the Group would have the relevant
funds to be able to repay it at the time it matures or that the
Group would be able to source a relevant debt refinancing or
fundraising of the required amount, if necessary.
The capitalisation of the indebtedness under the Deep Discounted
Bond and the Secured Loan Agreement gives the Directors certainty
as to the Group's ability to repay this indebtedness and comfort
that the indebtedness can be repaid without a material cash
outflow.
If the Company is unable to implement the Placing and
Conversion, the Board believes it may reduce the Company's ability
to complete its planned capital expenditure and therefore may have
a material adverse effect on the Company's business, financial
condition, results of operations and/or prospects.
Major Shareholder Support
Pursuant to the Placing and Conversion, Hugh Osmond, the
Company's largest shareholder, has indicated that Friends Provident
(which operates on an execution only basis on the sole instruction
of Hugh Osmond) intends to participate in the Placing up to a
maximum of GBP5.88 million. Hugh Osmond is currently interested in
41,616,859 Ordinary Shares which carry 46.76 per cent. of the
Company's voting rights. Of this holding, 37,436,256 Ordinary
Shares are held by Xercise2 Limited; 3,174,603 Ordinary Shares are
held by The Great House at Sonning Limited; and 1,006,000 Ordinary
Shares are held by Hugh Osmond's family members. In addition,
holders of a further 416,257 ordinary shares (0.47 per cent. of the
Company's current voting rights) are deemed to be in concert with
Hugh Osmond. Accordingly, assuming such participation in, and
following completion of, the Placing and Conversion, Hugh Osmond
and members of his Concert Party would be interested (for the
purpose of the Takeover Code) in New Ordinary Shares carrying more
than 30 per cent. of the Company's voting share capital (from a
shareholding of less than 50 per cent. of the Company's voting
share capital) which would ordinarily result in Hugh Osmond having
to make a mandatory offer under Rule 9 of the Takeover Code.
However, the Panel has indicated they will agree to waive the
obligation on Hugh Osmond (or any person acting in concert with it)
to make a mandatory cash offer under Rule 9 of the Takeover Code
that would otherwise arise as a result of its participation in the
Placing, subject to the approval of such waiver by independent
shareholders on a poll ("Rule 9 Waiver Resolution").
In the event that the Rule 9 Waiver Resolution is approved, and
on the assumption that the Placing and Conversion are completed,
that Friends Provident subscribed for the maximum amount cited
above, and that no person exercises any options or other rights to
subscribe for Ordinary Shares or New Ordinary Shares, as at
Admission, the maximum aggregate interest of Hugh Osmond (and any
persons acting in concert with him) in shares which carry voting
rights in the Company (for the purpose of the Takeover Code) would
be 62.12 per cent.
Placing Details
-- Placing of New Ordinary Shares to raise approximately GBP10 million (before expenses).
-- Placing to be conducted via an accelerated bookbuild process launching today.
-- The Placing is conditional upon the passing of the
Resolutions at the General Meeting, including the approval of the
Rule 9 Waiver Proposal by Independent Shareholders.
-- The net proceeds raised from the issue of the Placing Shares
will be used for the purposes set out in the paragraphs above.
-- The Placing Shares, assuming full take-up and completion of
the Placing, will represent approximately 23.1 per cent. of the
Enlarged Share Capital, including the issue of Conversion Shares
(as defined below).
The Placing
WH Ireland Limited is acting as sole bookrunner and broker in
relation to the Placing (the "Broker") and a placing agreement has
been entered into today between the Company and the Broker in
connection with the Placing (the "Placing Agreement"). WH Ireland
Limited is also acting as nominated adviser to the Company, and
also Rule 3 adviser in respect of the Rule 9 Waiver.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will be launched immediately
following this Announcement, in accordance with the terms and
conditions set out in Appendix III to this Announcement.
A further announcement confirming the closing of the Bookbuild
and the number of Placing Shares proposed to be issued pursuant to
the Placing is expected to be made in due course.
The Placing is not being underwritten and the issue of the
Placing Shares is conditional, inter alia, upon:
-- the passing, without amendment, of the Resolutions, including
the Rule 9 Waiver Resolution at the General Meeting;
-- the execution of the Conversion documents, and each of the
Conversion documents not having been terminated in accordance with
its terms prior to Admission;
-- Admission becoming effective by no later than 8.00 a.m. on 27
December 2023 (or such other time and/or date, being no later than
8.00 a.m. on 31 January 2024, as the Placing Agent and the Company
may agree);
-- the conditions in the Placing Agreement being satisfied or (if applicable) waived; and
-- the Placing Agreement not having been terminated in
accordance with its terms prior to Admission .
Accordingly, if any of such conditions are not satisfied or, if
applicable, waived, the Placing will not proceed.
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares then
in issue, including the right to receive all future distributions,
declared, paid or made in respect of the Ordinary Shares from the
date of Admission. The Placing Shares will represent approximately
23.1 per cent. of the Enlarged Share Capital.
Subject to satisfaction of the relevant conditions, it is
expected that Admission will become effective and dealing in the
Placing Shares will commence, at 8.00 a.m. (London time) on or
around 27 December 2023.
The Broker has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, including (but not
limited to): in the event that any of the warranties set out in the
Placing Agreement are not true and accurate when given or the
Company fails to comply with any of its obligations prior to
Admission. The Broker may also terminate the Placing Agreement if
there has been a material adverse change in national or
international financial, political, economic, monetary or stock
market conditions (primary or secondary) or an imposition of or
compliance with any law or governmental or regulatory order, rule,
regulation, restriction or direction which, in the opinion of a
Broker, makes it impractical or inadvisable to proceed with the
Placing or Admission. If this termination right is exercised or if
the conditionality in the Placing Agreement is not satisfied, the
Placing will not proceed.
The timing of the closure of the Bookbuild, the number of
Placing Shares and the allocation of the Placing Shares between
Placees is to be determined at the discretion of the Company and
the Broker.
A further announcement will be made following the closure of the
Bookbuild, confirming the results of the Placing and a circular
convening the General Meeting to consider the Resolutions is
expected to be despatched shortly.
The expected timetable of principal events in connection with
the Placing is set out in Appendix I to this Announcement.
Options
The Directors believe that it is important for the success and
growth of the Company to employ highly motivated personnel and that
equity incentives are available to attract, retain and reward
staff.
The Company had historically awarded options over 4,468,238
Ordinary Shares to its management team ("Original Options"). These
options include options over 642,857 and 300,000 Ordinary Shares
granted to Sharon Badelek and Tiffany Sword, respectively.
Additionally, there are joint share ownership arrangements with
Andy Bassadone for 1,428,571 Ordinary Shares and Matt Fanthorpe for
1,095,238 Ordinary Shares. Following completion of the Placing and
Conversion, it is currently intended that subject to the passing of
Resolutions at the General Meeting, 3,177,976 of the Original
Options and all the joint share ownership arrangements are to be
cancelled.
Following completion of the Placing and Conversion and subject
to the passing of Resolutions at the General Meeting, the Company
has indicated it intends to issue new options over 13,483,180
Ordinary Shares to certain directors and employees of the Company
on the following terms:
-- All options will vest in three tranches over three years,
with each tranche being exercisable at a 10% uplift to the previous
exercise price (the starting price being the higher of the placing
price plus 10% or market value);
-- The options are conditional on the recipient remaining an
employee of VARE at the time of exercise; and
-- Once vested, and subject to the employment condition, the
options can be exercised at any time between 3 and 10 years from
the date of grant.
Related Party Transactions
Pursuant to the completion of the proposed Placing and
Conversion, each of the following would represent a related party
transaction under Rule 13 of the AIM Rules (together the "Related
Party Transactions"):
-- the participation in the Placing and the Conversion of debt
in to equity by Hugh Osmond and members of his Concert Party;
-- the DDB Facility Agreement between VEL Property Holdings
Limited, a subsidiary of the Company and Xercise2 Limited, a
company owned and controlled by Hugh Osmond;
-- the Conversion of debt in to equity by Andy Bassadone; and
-- the new option grant
which on completion would require a fair and reasonable opinion
in relation to the terms of each of the Related Party Transactions
from the Independent Directors, having consulted the Company's
nominated adviser, WH Ireland Limited before progressing.
For further information, please contact:
Various Eateries Via Alma PR
plc
Andy Bassadone Executive Chairman
WH Ireland Limited Sole Broker and NOMAD Tel: +44 (0)20 7220 1666
Broking
Harry Ansell
Nominated Adviser
Katy Mitchell
Darshan Patel
Isaac Hooper
Alma PR Financial PR Tel: +44 (0)20 3405 0205
David Ison variouseateries@almapr.co.uk
Rebecca Sanders-Hewett
IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
Announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company, nor WH Ireland Limited nor any of their
respective associates, directors, officers or advisers shall be
obliged to update such statements. Comparisons of results for
current and any prior periods are not intended to express any
future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical
data.
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated
adviser exclusively for the Company and no one else in connection
with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as
its client in relation to the contents of this Announcement nor
will it be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed
on WH Ireland by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder,
WH Ireland accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents
of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement,
whether as to the past or the future. WH Ireland accordingly
disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
Announcement or any such statement. The responsibilities of WH
Ireland as the Company's Nominated Adviser under the AIM Rules for
Companies and 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 shareholder of the Company or any other person, in
respect of
its decision to acquire shares in the capital of the Company in
reliance on any part of this Announcement, or otherwise.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting as Broker exclusively for the Company
and no one else in connection with the contents of this
Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the
contents of this Announcement nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the contents of
this Announcement. Apart from the responsibilities and liabilities,
if any, which may be imposed on WH Ireland by FSMA or the
regulatory regime established thereunder, WH Ireland accepts no
responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company
and the contents of this Announcement, whether as to the past or
the future. WH Ireland accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement.
The Placing Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, 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 have
not been approved, disapproved or recommended by the U.S.
Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the offering of the Placing Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, New Zealand,
the Republic of South Africa or to, or for the account or benefit
of, any national, resident or citizen of the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa.
No public offering of securities is being made 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, the Financial Markets Authority of New Zealand 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, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan, New Zealand or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction outside the United Kingdom or to,
or for the account or benefit of any national, resident or citizen
of Australia, Japan, New Zealand or the Republic of South Africa or
to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption under the EU
Prospectus Regulation, or the UK Prospectus Regulation, (as the
case may be) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of FSMA does not
apply.
The information in this Announcement, which includes certain
information drawn from public sources, does not purport to be
comprehensive and has not been independently verified. This
Announcement contains statements that are, or may be deemed
forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company (including but not limited to future market conditions,
legislative and regulatory changes, the actions of governmental
regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the
actual performance or achievements on the Company to be materially
different from such forward-looking statements.
The content of this Announcement has not been approved by an
authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity
may expose an individual to a significant risk of losing all of the
property or other assets invested. The price of securities 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
securities. Past performance is no guide to future performance, and
persons needing advice should consult an appropriate independent
financial adviser.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the EU Prospectus Regulation or the UK
Prospectus Regulation) to be published. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed only at persons who are: (a) persons in
Member States who are Qualified Investors; and (b) in the United
Kingdom, Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as relevant persons").
This Announcement and the terms and conditions set out herein
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 and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
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 the Broker 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 therefore 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.
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.
APPIX I
Expected Timetable of Principal Events
2023
Announcement of the Placing 6 December
Announcement of the results of 6 December
the Placing
General Meeting on or around 22 December
Admission and commencement of dealing at 8.00 a.m. on or around
in New Ordinary Shares 27 December*
CREST accounts credited in respect at 8.00 a.m. on or around
of Placing Shares in uncertificated 27 December*
form
Despatch of definitive share certificates within 14 days of Admission*
in respect of Placing Shares to
be issued in certificated form
*conditional on the passing of the Resolutions at the General
Meeting and the Placing Agreement otherwise having become
unconditional and not having been terminated in accordance with its
terms.
Each of the times and dates set out in the above timetable and
mentioned in this Announcement are subject to change by the
Company, in which event details of the new times and dates will be
notified to Placees by the Broker or by an announcement through a
Regulatory Information Service, as the case may be.
APPIX II
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
Act the Companies Act 2006;
Admission admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with the AIM Rules;
------------------------------------------------------------------------------------
AIM AIM, a market of that name operated
by the LSE;
------------------------------------------------------------------------------------
AIM Rules the AIM Rules for Companies published
by the LSE, as amended from time to
time;
------------------------------------------------------------------------------------
Announcement this announcement (including the Appendices
which form part of this announcement)
------------------------------------------------------------------------------------
Board or Directors the directors of the Company or any
duly authorised committee thereof;
------------------------------------------------------------------------------------
Bookbuild the accelerated bookbuild to be conducted
by the Broker pursuant to the Placing
Agreement and this Announcement
------------------------------------------------------------------------------------
Broker WH Ireland Limited
------------------------------------------------------------------------------------
certificated or in certificated a share or other security not held
form in uncertificated form (that is, not
in CREST);
------------------------------------------------------------------------------------
Circular the circular dated on or around 6
December
2023 to be sent to Shareholders;
------------------------------------------------------------------------------------
Closing Price the closing middle market price of
an Existing Ordinary Share as derived
from the AIM Appendix to the Daily
Official List of the London Stock
Exchange
------------------------------------------------------------------------------------
Company or Various Eateries Various Eateries PLC, a company
incorporated
in England and Wales with
registration
number 12698869 whose registered
office
is situated at 20 St. Thomas Street,
London, England, SE1 9RS;
------------------------------------------------------------------------------------
Compound Compound Management (UK) Limited a
company incorporated and registered
in England and Wales (registered
number
07566142) and having its registered
office at 23 Beaumont Mews, First
Floor,
London, England, W1G 6EN;
------------------------------------------------------------------------------------
Concert Party Hugh Osmond, Xercise2 Limited, The
Great House at Sonning Limited, Lucy
Potter, The Children of Hugh Osmond,
Friends Provident, Tiffany Sword and
the Osmond Capital Limited Connected
Persons who are considered to be
acting
in concert with each other in
relation
to the Company for the purpose of the
Takeover Code;
------------------------------------------------------------------------------------
Conversion the proposed satisfaction of the
indebtedness
outstanding under the Deep Discounted
Bond and the Secured Loan Agreement
by the allotment and issue of the
Conversion
Shares at the Placing Price;
------------------------------------------------------------------------------------
Conversion Shares 45,636,788 Ordinary Shares proposed
to be issued to Friends Provident,
Anella Limited and TDR Capital
Limited
pursuant to the Conversion;
------------------------------------------------------------------------------------
CREST the computerised settlement system
(as defined in the CREST Regulations)
operated by Euroclear which
facilitates
the holding and transfer of title to
shares in uncertificated form;
------------------------------------------------------------------------------------
DDB Facility Agreement the agreement between VEL Property
Holdings Limited and Xercise2 Limited
as detailed in the section titled Conversion
above;
------------------------------------------------------------------------------------
Deep Discounted Bond the bond issued by Various Eateries
or DDB Trading Limited to Friends Provident;
------------------------------------------------------------------------------------
Enlarged Share Capital the issued share capital of the Company
as enlarged by the issue of the Conversion
Shares and the Placing Shares;
------------------------------------------------------------------------------------
Existing Ordinary Shares the 89,008,477 Ordinary Shares in
issue
at the date of this Announcement;
------------------------------------------------------------------------------------
EU Prospectus Regulation Regulation (EU) 2017/1129 of the
European
Parliament and Council of 14 June
2017
and any relevant implementing
measures
in any Member State of the European
Economic Area;
------------------------------------------------------------------------------------
Financial Conduct Authority the Financial Conduct Authority in
or FCA its capacity as the competent authority
for the purposes of Part IV of FSMA;
------------------------------------------------------------------------------------
FPI or Friends Provident Friends Provident International Ltd,
a company incorporated and registered
in the Isle of Man (number 11494) and
having its registered office at Royal
Court, Castletown, Isle of Man IM9
1RA. Friends Provident operates on
an execution only basis on the sole
instruction of Hugh Osmond
------------------------------------------------------------------------------------
FSMA the Financial Services and Markets
Act 2000 (as amended);
------------------------------------------------------------------------------------
General Meeting the general meeting of Various
Eateries
plc to be held at 10 a.m. on 22
December
2023 (or any reconvened meeting
following
any adjournment of the general
meeting)
at the offices of WH Ireland Limited,
24 Martin Lane, London, EC4R 0DR,
notice
of which is set out at the end of the
Circular;
------------------------------------------------------------------------------------
Group the Company and its subsidiaries;
------------------------------------------------------------------------------------
Independent Directors Sharon Badelek, Glyn Barker and Gareth
Edwards;
------------------------------------------------------------------------------------
Independent Shareholders shareholders who are independent of
a person who would otherwise be required
to make a Rule 9 Offer and any person
acting in concert with him or her (as
defined by the Takeover Code) which,
for the purposes of the Rule 9 Waiver
Proposal, does not include members
of the Concert Party or exisiting Shareholders
who participated in the Placing;
------------------------------------------------------------------------------------
Latest Practicable Date 5 December 2023, being the latest practicable
date prior to publication of this Announcement;
------------------------------------------------------------------------------------
LSE or London Stock Exchange London Stock Exchange plc;
------------------------------------------------------------------------------------
New Ordinary Shares the Placing Shares and the Conversion
Shares;
------------------------------------------------------------------------------------
Notice or Notice of General the notice of the General Meeting to
Meeting be set out in the Circular;
------------------------------------------------------------------------------------
Ordinary Shares ordinary shares of 1 pence each in
the capital of the Company;
------------------------------------------------------------------------------------
Osmond Capital Limited being Andrew Bradshaw, John Gripton
Connected Persons and Ash Pandore;
------------------------------------------------------------------------------------
Panel The Panel on Takeovers and Mergers;
------------------------------------------------------------------------------------
Placees subscribers for Placing Shares;
------------------------------------------------------------------------------------
Placing the conditional placing of the Placing
Shares pursuant to the Placing Agreement;
------------------------------------------------------------------------------------
Placing Agreement the conditional agreement dated 5 December
2023 between the Company and WH Ireland
in connection with the Placing;
------------------------------------------------------------------------------------
Placing Price 25p;
------------------------------------------------------------------------------------
Placing Shares approximately 40,000,000 New Ordinary
Shares to be issued pursuant to the
Placing;
------------------------------------------------------------------------------------
Proposals the Placing, the Conversion and Rule
9 Waiver Proposal;
------------------------------------------------------------------------------------
Publicly Available Information any information announced through a
Regulatory Information Service by or
on behalf of the Company on or prior
to the date of this Announcement;
------------------------------------------------------------------------------------
Regulatory Information one of the regulatory information services
Service authorised by the FCA to receive, process
and disseminate regulatory information;
------------------------------------------------------------------------------------
Resolutions the resolutions to be proposed at the
General Meeting and set out in the
Notice, which shall include the resolutions
required to grant the Directors authority
to issue the Placing Shares and Conversion
Shares, and to approve (on a poll vote
of independent shareholders) the Rule
9 Waiver Resolution;
------------------------------------------------------------------------------------
Rule 9 Offer a mandatory offer under Rule 9 of the
Takeover Code;
------------------------------------------------------------------------------------
Rule 9 Waiver Proposal the waiver granted by the Panel
(conditional
on the approval of the Waiver
Resolution
by the Independent Shareholders) of
the obligation that would otherwise
arise for the Concert Party to make
a Rule 9 Offer under the Takeover
Code
as a consequence of the allotment and
issue to it (or members of it) of the
Conversion Shares and the Placing
Shares;
------------------------------------------------------------------------------------
Rule 9 Waiver Resolution Resolution 1, as set out in the
Notice
of General Meeting, which is to be
taken on a poll of Independent
Shareholders
in accordance with the requirements
of the Takeover Code;
------------------------------------------------------------------------------------
Secured Loan Agreement the agreement between Various
or SLA Eateries
Trading Limited, Xercise2 Limited,
Zeta Shares Limited, TDR Capital
Nominees
Limited and Anella Limited;
------------------------------------------------------------------------------------
Shareholders the holders of Ordinary Shares;
------------------------------------------------------------------------------------
Takeover Code the City Code on Takeovers and
Mergers;
------------------------------------------------------------------------------------
uncertificated or in recorded on the register of members
uncertificated form of Various Eateries plc as being held
in uncertificated form in CREST and
title to which, by virtue of the
CREST
Regulations, may be transferred by
means of CREST;
------------------------------------------------------------------------------------
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland;
------------------------------------------------------------------------------------
UK Prospectus Regulation the EU Prospectus Regulation as it
forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018,
as amended, as amended by The
Prospectus
(Amendment, etc) (EU Exit)
Regulations
2019;
------------------------------------------------------------------------------------
WH Ireland W H Ireland Limited, a company
incorporated
in England and Wales with company
number
02002044 whose registered office is
situated at 24 Martin Lane, London
EC4R 0DR; and
------------------------------------------------------------------------------------
GBP, pounds, penny or sterling, the lawful currency of the
pence United Kingdom.
------------------------------------------------------------------------------------
APPIX III
Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE,
UNLESS OTHERWISE AGREED BY THE BROKER, QUALIFIED INVESTORS; AND/OR
(B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS;
AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); (II) PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX, AND
THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION
AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON
THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN
INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING
DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS
WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED
ON A DISPOSAL OF THEIR SHARES.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of the United States, Australia, Canada,
Japan, New Zealand, or South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, or South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful.
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of investors who meet the
criteria of professional clients and eligible counterparties, each
defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by the UK Product Governance
Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("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" and/or "distributor" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of: (a) investors who meet
the criteria of professional clients and (b) 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 UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the Ordinary Shares may decline and investors could lose all or
part of their investment; such securities offer no guaranteed
income and no capital protection; and an investment in such
securities is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
Each of the UK Target Market Assessment and the EU Target Market
Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment and the EU Target Market Assessment, the Broker will
only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or
MiFID II, as applicable.
For the avoidance of doubt, each of the UK Target Market
Assessment and the EU Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as
applicable; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares and should be read in their entirety. Each
Placee hereby agrees with the Broker and the Company to be bound by
these terms and conditions. A Placee shall, without limitation,
become so bound if the Broker confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and conditions set out in this Announcement and, to
the fullest extent permitted by law, will be deemed to have agreed
not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for or acquire
Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing
Agreement, under which the Broker has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. The Placing is not being underwritten by the Broker
or any other person.
The number of the Placing Shares will be determined following
completion of the Placing. The timing of the closing of the Placing
and the number and allocation of Placing Shares, are at the
discretion of the Broker, following consultation with the Company.
Allocations will be confirmed orally or by email by the Broker
following the close of the Placing. A further announcement
confirming these details will then be made as soon as practicable
following completion of the Placing.
The Placing Shares will, when issued, be subject to the Articles
, will be credited as fully paid and rank pari passu in all
respects with the Existing Ordinary Shares and the Conversion
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for
admission to trading on AIM of the New Ordinary Shares. Subject
(amongst other things) to the passing of the Resolutions, it is
expected that settlement of any such shares and Admission will
become effective on or around 8.00 a.m. on or around 27 December
2023 and that dealings in the New Ordinary Shares will commence at
that time.
Placing
The Broker will today commence an accelerated bookbuilding
process to determine demand for participation in the Placing by
potential Placees at the Placing Price. This Appendix gives details
of the terms and conditions of, and the mechanics of participation
in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Broker and the Company shall be entitled to effect the
Placing by such alternative method to the Placing as it may, in its
sole discretion, determine.
The principal terms of the Placing are as follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Broker.
3. The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Placing Price, which will be
determined by the Broker, in consultation with the Company,
following completion of the Placing. The results of the Placing,
including the number of Placing Shares, will be announced on a
Regulatory Information Service following completion of the
Placing.
4. To bid in the Placing, prospective Placees should communicate
their bid by telephone to their usual contact at the Broker. Each
bid should state the number of Placing Shares which the prospective
Placee wishes to subscribe. Bids may be scaled down by the Broker
on the basis referred to in paragraph 8 below.
5. The timing of the closing of the Placing will be at the
discretion of the Broker. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
6. Allocations of the Placing Shares will be determined by the
Broker, following consultation with the Company. Each Placee's
allocation will be confirmed to Placees orally, or by email, by the
Broker following the close of the Placing and a trade confirmation
or contract note will be dispatched as soon as possible thereafter.
Oral or emailed confirmation from the Broker will give rise to an
irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of the Broker and the Company,
under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Placing Price and otherwise
on the terms and subject to the conditions set out in this Appendix
and in accordance with the Articles. Except with the Broker's
consent, such commitment will not be capable of variation or
revocation.
7. The Company will make a further announcement following the
close of the Placing detailing the results of the Placing and the
number of Placing Shares to be issued at the Placing Price.
8. Subject to paragraphs 4 and 5 above, the Broker may choose
not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at its discretion
(after consultation with the Company) and may scale down any bids
for this purpose on such basis as it may determine. The Broker may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company, allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time.
9. A bid in the Placing will be made on the terms and subject to
the conditions in the Announcement (including this Appendix) and
will be legally binding on the Placee on behalf of which it is made
and, except with the Broker's consent, will not be capable of
variation or revocation from the time at which it is submitted.
10. Except as required by law or regulation, no press release or
other announcement will be made by the Broker 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.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
12. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate the
Placing Agreement".
13. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
14. To the fullest extent permissible by law and the applicable
rules of the FCA, neither the Broker, nor any of its affiliates,
agents, directors, officers or employees shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. In particular, neither the
Broker, nor any of its respective affiliates, agents, directors,
officers or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing or of such alternative method of
effecting the Placing as the Broker and the Company may
determine.
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 Broker's obligations under the Placing Agreement are
conditional on, inter alia:
1. the Resolutions having been duly passed at the General Meeting;
2. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
3. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
5. the issue and allotment of the New Ordinary Shares, conditional only upon Admission;
6. Admission becoming effective by no later than 8.00 a.m. on 27
December 2023 or such other date and time as may be agreed between
the Company and the Broker, not being later than 8.00 a.m. on 31
January 2024 (the "Long Stop Date"); and
7. the Placing Agreement not having been terminated by the
Broker in accordance with its terms.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Broker by the respective time or
date where specified (or such later time or date as the Broker may
notify to the Company, being not later than the Long Stop Date);
(ii) any of such conditions becomes incapable of being fulfilled;
or (iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee in respect thereof.
The Broker may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for (subject to the Long
Stop Date), compliance by the Company with the whole or any part of
any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that the condition relating to
Admission taking place may not be waived. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
Neither the Broker, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition
or in respect of the Placing generally and, by participating in the
Placing, each Placee agrees that any such decision is within the
absolute discretion of the Broker.
Right to terminate the Placing Agreement
The Broker is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, inter alia:
1. if any of the warranties given in the Placing Agreement are
not true and accurate or are misleading when given;
2. the Company has failed to comply with its obligations under
the Placing Agreement in the period prior to Admission;
3. any matter or circumstance arises, or is likely to arise, as
a result of which any of the conditions set out in the Placing
Agreement will not be satisfied or (if possible to be waived)
waived by the requisite time and/or date;
4. there has been any material change in, or any development
likely to involve a prospective material change in, or affecting,
the condition (financial, operational, legal or otherwise),
earnings, business, management, properties, assets, rights, results
of operations or prospects of any Group Company;
5. there has been, or is reasonably likely to occur, a material
adverse change in national or international monetary, political,
financial or economic conditions or currency exchange rates or
foreign exchange controls which has a material adverse effect on
the operation of any of the principal financial and investment
markets in the United Kingdom or otherwise has a material adverse
effect in respect of the Placing and Admission; or
6. trading generally on any stock exchange or in any over the
counter market in the United Kingdom is materially disrupted, or
minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any United Kingdom
exchange or by any United Kingdom governmental authority, or a
material disruption has occurred in commercial banking or
securities settlement or clearance services in the United Kingdom,
in the sole judgement of the Broker.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing Agreement shall be within the
absolute discretion of the Broker and that the Broker need not make
any reference to Placees in this regard and that neither the Broker
nor any of its respective affiliates shall have any liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will they
be offered in such a way as to require the publication of a
prospectus in the United Kingdom or in any other jurisdiction. No
offering document, admission document or prospectus has been or
will be submitted to be approved by the FCA or the London Stock
Exchange in relation to the Placing or the Placing Shares, and
Placees' commitments will be made solely on the basis of the
information contained in the Announcement (including this Appendix)
and the Publicly Available Information. Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other
than the Publicly Available Information), representation, warranty,
or statement made by or on behalf of the Company or the Broker or
any other person and neither the Broker, the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by the Broker, the Company or their respective officers,
directors, employees or agents. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Broker
are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Following closure of the Placing, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation or contract
note in accordance with the standing arrangements in place with the
Broker, stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee (in pounds
sterling) and a form of confirmation in relation to settlement
instructions.
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 the Broker in accordance with the standing CREST
settlement instructions which they have in place with the
Broker.
Settlement of transactions in the Placing Shares (ISIN:
GB00BM9BZK23) following Admission will take place within CREST
provided that, subject to certain exceptions, the Broker reserves
the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that
it deems necessary if delivery or settlement is not possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement will take place in accordance
with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date(s) in accordance with the arrangements set
out above at the rate of 4 percentage points above the prevailing
LIBOR rate as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Broker's account and benefit (as agent
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify the Broker on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on the Broker such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall
not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Broker nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Broker for themselves and
on behalf of the Company:
1. that it has read and understood this Announcement, including
this Appendix, in its entirety and that its subscription for
Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Broker of any right or discretion
under the Placing Agreement shall be within the absolute discretion
of the Broker and the Broker need not have any reference to it and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each
Placee agrees that it has no rights against the Broker or the
Company, or any of their respective officers, directors, employees
agents or advisers, under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, the Broker nor any of their respective
officers, directors or employees will have any liability for any
such other information, representation or warranty, express or
implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation and 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 any Member
State of the European Economic Area which has implemented the EU
Prospectus Regulation or the UK, respectively, other than Qualified
Investors or in circumstances in which the prior consent of the
Broker has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in any member
state of the EEA, or the UK respectively, other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation or the UK Prospectus Regulation
as having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Broker to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that 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 that it shall not be entitled to rely upon any material
regarding the Placing Shares or the Company (if any) that the
Broker or the Company or any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has provided, other than the information in
this Announcement and the Publicly Available Information; nor has
it requested any of the Broker, the Company or any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them to provide it with any
such information;
8. that it is: (i) located outside the United States and is not
a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the
Placing Shares only in "offshore transactions" as defined in and
pursuant to Regulation S, and (ii) it is not subscribing for and/or
purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S or by means of any form of
"general solicitation" or "general advertising" as such terms are
defined in Regulation D under the Securities Act;
9. that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities
legislation of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States and accordingly
the Placing Shares may not be offered, sold, pledged, resold,
transferred, delivered or distributed into or within the United
States except in compliance with the registration requirements of
the Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom;
10. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and 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 this
Announcement and the Publicly Available Information only;
11. that neither the Broker or the Company or any of their
respective affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Publicly Available
Information;
12. that, unless specifically agreed with the Broker, it is not
and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States or any US
Person at the time the undertaking to subscribe for and/or purchase
Placing Shares was given and it is not acquiring Placing Shares
with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly, of any Placing Shares into
the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and otherwise
in accordance with any applicable securities laws of any state or
jurisdiction of the United States;
13. that it is not a national or resident of Australia, Canada,
Japan, New Zealand, the Republic of South Africa or a corporation,
partnership or other entity organised under the laws of Australia,
Canada, Japan, New Zealand, the Republic of South Africa and that
it will not (unless an exemption under the relevant securities laws
is applicable) offer, sell, renounce, transfer or deliver, directly
or indirectly, any of the Placing Shares in Australia, Canada,
Japan, New Zealand or the Republic of South Africa or to or for the
benefit of any person resident in Australia, Canada, Japan, New
Zealand, the Republic of South Africa and each Placee acknowledges
that the relevant clearances or exemptions are not being obtained
from the Securities Commission of any province or territory of
Canada, that no prospectus has been or will be lodged with, filed
with or registered by the Australian Securities and Investments
Commission, the Canadian Securities Administrators, the Japanese
Ministry of Finance, the Securities Commission of New Zealand or
the South African Reserve Bank and that the Placing Shares are not
being offered for sale and may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States,
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful;
14. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
15. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States or to any US Persons;
16. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
17. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
18. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
the Announcement of which it forms part; and (c), if applicable, to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by the Broker;
19. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49(2)(A) to (D) (high net worth companies,
unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be
communicated and in the case of (a) and (b) undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
20. that, unless otherwise agreed by the Broker, it is a Qualified Investor;
21. that, unless otherwise agreed by the Broker, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
22. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;
23. that any money held in an account with the Broker (or its
nominee) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker's (or its nominee's) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
24. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
Ordinary Shares in accordance with the requirements of Chapter 5 of
the Disclosure Guidance and Transparency Rules of the FCA);
25. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
26. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for under the Placing unless and until Admission becomes
effective;
27. that it appoints irrevocably any director of the Broker as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
28. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker
and their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
33. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993 and MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering and Terrorist Financing Regulations 2019 and (iii)
it is not a person: (a) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury or the United States Department of State; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (c) subject to financial
sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and 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 the
Broker such evidence, if any, as to the identity or location or
legal status of any person which the Broker may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by the Broker on the basis that any
failure by it to do so may result in the number of Placing Shares
that are to be subscribed for by it or at its direction pursuant to
the Placing being reduced to such number, or to nil, as the Broker
may decide in its absolute discretion;
35. that it will not make any offer to the public within the
meaning of the EU Prospectus Regulation or the UK Prospectus
Regulation of those Placing Shares to be subscribed for and/or
purchased by it;
36. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that if
it is a private client stockbroker or fund manager it confirms that
in purchasing the Placing Shares it is acting under the terms of
one or more discretionary mandates granted to it by private clients
and it is not acting on an execution only basis or under specific
instructions to purchase the Placing Shares for the account of any
third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
40. that the Broker may, in its absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares;
41. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
42. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker and their respective affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Broker for themselves and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Broker will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the
Company and/or the Broker have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Broker
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
All times and dates in this Announcement (including the
Appendices) may be subject to amendment. The Broker shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Broker or by any of its respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
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
IOEEAEAKEFKDFEA
(END) Dow Jones Newswires
December 06, 2023 02:00 ET (07:00 GMT)
Various Eateries (LSE:VARE)
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