TIDMZOO
RNS Number : 7628X
Zoo Digital Group PLC
27 April 2023
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ZOO DIGITAL GROUP PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ZOO DIGITAL
GROUP PLC.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
27 April 2023
ZOO Digital Group plc
("ZOO", the "Group" or the "Company")
Trading Update, Proposed Acquisition and Proposed Placing to
raise a minimum of GBP 10.0 million (c.$12.5 million)
ZOO Digital Group plc (AIM: ZOO), a leading provider of
end-to-end cloud-based localisation and media services to the
global entertainment industry, announces its intention to carry out
a non-pre-emptive fundraise by way of a placing (the "Placing")
through the issue and allotment of a minimum of 6,250,000 new
ordinary shares of GBP0.01 each in the Company (the "Placing
Shares") to raise gross proceeds for the Company of at least
GBP10.0 million (c.$12.5 million) at a price of 160 pence per
Placing Share (the "Issue Price").
The Issue Price represents a discount of approximately 13.5 per
cent. to the closing price on 26 April 2023 (being the last
practicable date prior to this announcement (the "Announcement")
).
The Placing is being conducted through an accelerated book
building process (the "Bookbuild") to be undertaken by Stifel
Nicolaus Europe Limited ("Stifel") and Singer Capital Markets
Securities Limited ("Singer" and together with Stifel, the "Joint
Bookrunners"). The Bookbuild will be launched immediately following
the release of this Announcement. The Placing is subject to the
terms and conditions set out in the appendix (the "Appendix") to
this Announcement.
In addition to the Placing, the Company intends to carry out a
separate retail offer to existing shareholders of the Company of up
to 312,500 new ordinary shares of GBP0.01 each in the Company
("Ordinary Shares") at the Issue Price via the BookBuild Platform
(the "Retail Shares") to raise further gross proceeds of up to
approximately GBP0.5 million (the "Retail Offer", together with the
Placing, the "Fundraise"), to provide the Company's existing retail
investors in the United Kingdom with an opportunity to participate
in ZOO's fundraising plans. A separate announcement will be made
regarding the Retail Offer and its terms. The Placing is not
conditional upon the Retail Offer. For the avoidance of doubt, the
Retail Offer is not part of the Placing.
Key highlights of the Proposed Acquisition and Proposed
Placing:
-- Proposed Placing to raise at least GBP10.0 million (c.$12.5
million) (before expenses) by way of the proposed Placing at the
Issue Price to fully fund the proposed acquisition of one of the
Company's trusted partners in Japan being a media localisation
subsidiary of a leading Japanese technology company.
-- The Issue Price represents a discount of approximately 13.5
per cent. to the closing price on 26 April 2023, being the last
practical date prior to the publication of this Announcement.
-- The Company intends to use the BookBuild platform to conduct
a Retail Offer, on the terms to be set out in a separate
announcement to be made following the announcement of the result of
the Bookbuild.
Trading Update:
-- Revenues for the year ended 31 March 2023 expected to be at
least $90 million (FY22: $70.4 million), an increase of at least
28% of which 25% is organic.
-- EBITDA (adjusted for share-based payments) expected to be at
least $12 million (FY22: $8.3 million), an increase of at least
44%.
-- Strong balance sheet with cash more than doubled at period
end to $11.8 million (FY22: $5.4 million).
Stuart Green, Chief Executive Officer of ZOO, commented:
"The proposed acquisition of our trusted partner in Japan is
highly complementary to our existing activities and will cement our
position as a leading provider of media localisation services
across South East Asia. It brings a high quality team together
alongside strong relationships with major clients. Importantly, the
acquisition adds specialist capability in Japanese language titles
and extends our capacity in another fast-growing market.
"This is the next step in our proven strategy to grow a global
connected network through acquisitions and partnerships in markets
strategically aligned with our customers. As demonstrated by the
success of our Indian and South Korean businesses, regional hubs
add significant strategic value to the Group by providing access to
specific expertise and local talent.
"This strategy has supplemented our strong organic growth,
enabling ZOO to increase its annual revenues by 32% over the past
four years and EBITDA by 55% to $12 million on a CAGR basis*. We
are confident of further growth in the future as more global
content providers adopt our cloud-based platform."
* Expected Revenue and EBITDA adjusted for share based
payments
Enquiries:
ZOO Digital Group plc
Stuart Green
Phillip Blundell +44 (0)114 241 3700
Stifel Nicolaus Europe Limited (Nominated
Adviser and Joint Broker)
Fred Walsh / Tom Marsh / Richard Short +44 (0)20 7710 7600
Singer Capital Markets (Joint Broker)
Shaun Dobson / Asha Chotai +44 (0)20 7496 3000
Instinctif Partners (Financial PR) +44 (0)20 7457 2020
Matthew Smallwood / Joe Quinlan z oo@ instinctif.com
About ZOO Digital Group plc:
ZOO supports major Hollywood studios and streaming services to
globalise their content and reach audiences everywhere, by
providing world-leading, technology-enabled localisation and media
services.
Founded in 2001, ZOO operates from hubs in Los Angeles, London,
Dubai, Turkey, South Korea, India and Denmark with a development
and production centre in Sheffield, UK.
The Group provides media services through its platforms that
include: ZOOsubs, ZOOdubs, ZOOstudio. Its full-service proposition
delivers the end-to-end services required to prepare both original
and catalogue content for digital distribution; these services
include dubbing, subtitling and captioning, metadata creation and
localisation, artwork localisation and media processing. Alongside
this offering, ZOO also provides its customers with management
platforms and strategic solutions to support their own internal
globalisation operations.
ZOO is a go-to service partner for media businesses looking to
globalise their content across different territories, languages and
distribution platforms. Using its innovative technology-enabled
approach, ZOO helps its customers reduce time to market, lower
costs and deliver high quality products to their global audiences.
The business has frameworks in place with major Hollywood studios
and streaming services. Its customers include Disney, NBCUniversal,
HBO and Paramount Global.
ZOO's competitive advantage arises from three interlinking
factors - the innovative role it has played in the digital
transformation of its sector; the proprietary platforms that it
develops to enable this transformation; and the global supply chain
of thousands of freelancers, working collaboratively in ZOO's
platforms, which delivers services that scale easily to meet
demand. These factors combine to make ZOO well placed to capitalise
on new market opportunities in a fast-paced and evolving
industry.
Current Trading and Outlook
The Company is pleased to provide a pre-close trading update for
the financial year ended 31 March 2023 in advance of full year
results expected to be announced in mid July 2023.
Revenue for the full year is expected to be at least $90 million
(FY22: $70.4 million), an increase of at least 28% on the prior
year, of which 25% is organic. EBITDA (adjusted for share-based
payments) is also expected to be materially ahead of the prior year
and at least $12 million, an increase of at least 44% (FY22: $8.3
million). Net cash on 31 March 2023 was $11.8 million (FY22: $5.4
million), which reflects strong cash generation despite significant
investment to expand capability and underpin future revenue
growth.
Following its announcement on 21 February 2023 regarding the
adoption of the ZOOstudio globalisation management platform by a
major Hollywood studio to support its content localisation rollout,
the Company expects implementation to be deployed by the end of
April 2023.
The Company announced on 5 April 2023 the acquisition of the
remaining 49 per cent. of ZOO Korea which has helped to address the
growing global demand for Korean content and distribution of
non-Korean titles in the country with premium and secure provision
of dubbing, subtitling, quality control and media services.
The Company continues to make good progress with ZOO India and
is in the process of expanding capacity in the country from a
second location in Chennai in order to satisfy the potential
pipeline of future work across multiple languages spoken in the
Indian subcontinent.
The Company intends to provide a further update on its outlook
for the FY24 financial year with its full year results in mid-July
2023.
Background to the Placing and use of Proceeds
To enhance its position as a leading end-to-end vendor of
localisation and media services to the global entertainment
industry the Company is seeking to expand its capability and
capacity across multiple languages. The strategy is to grow a
connected network through acquisitions and partnerships in which
all participants are operating using ZOO's cloud-based platforms.
Investments to date have taken the form of minority positions
(typically 30%) and 100% acquisitions in partners with which the
Company has been working for several years. Such investments
provide ZOO with territory-specific expertise and access to
talent.
This strategy has enabled the Company to deliver strong
financial results and organic growth; over the last four years, the
Compound Annual Growth Rate (CAGR) of revenue has been 32% and the
equivalent figure for EBITDA adjusted for share-based payments has
been 55%.
The Company continues to seek to build its presence in the
fastest growing markets, ensuring that it is strategically aligned
with its customers. To support this, the Board has identified a
pipeline of five acquisition targets in line with its criteria for
further investments over the next 12 months in Europe and
South-East Asia.
The Board believes that it has established a model that
positions the Company well, enabling it to capitalise on
opportunities amidst current macroeconomic uncertainty which has
been evidenced by the success of its acquisitions to date of media
localisation businesses in India and South Korea. For example, the
Board estimates that $4.5 million of incremental revenues were
recognised across the Group in FY23 as a result of ZOO Korea and
that it will generate significant incremental revenue for the Group
in future years through its own operations in South Korea as well
as services provided assisting ZOO in the US and UK.
The Board is focused on delivering strong organic growth and
making strategic investments and acquisitions to accelerate ZOO's
position in leading growth markets. To this end, the Company has
entered into a formal process to acquire 100% of the share capital
of one of the Company's trusted partners in Japan being a media
localisation subsidiary of a leading Japanese technology company in
a transaction that is expected to close in Q3 2023. The reason for
the Placing is to provide sufficient capital to fully finance this
proposed acquisition.
ZOO has been chosen by the vendor as the preferred bidder for
the purchase of 100% of the share capital of the target which has
been a trusted partner to ZOO for many years and works in the
Company's cloud-based platforms. These platforms will enable
significant capital-efficient expansion of capacity to fulfil
Japanese language services at scale.
Japan is a leading growth market for all global streaming
services and, along with South Korea, is a key target country in
the South-East Asia region. Japanese subtitling is charged at the
highest rate of any language, and Japanese dubbing is the sixth
most expensive rate of any language. Delivering media localisation
services in Japanese requires operations in the country due to
cultural factors, and consequently ZOO has to date fulfilled
Japanese language services through outsourcing to partners in the
country.
The proposed acquisition will provide the Company with
experience and capability to provide these services from within the
Group and will deliver synergies due to margin enhancement
resulting from this move from outsourcing to in-house.
Consequently, the Board believes that the proposed acquisition will
result in circa. 10% earning accretion for the Company, and
anticipates that expansion of orders from ZOO's clients will follow
in line with the precedents in India and South Korea.
The Board intends to use its existing authorities to issue
Ordinary Shares on a non-pre-emptive basis that were granted to the
Board at the Company's AGM held on 20 September 2022 and therefore
the Fundraise is not subject to shareholder approval. The
anticipated timetable for the proposed acquisition assumes a
binding offer by the end of May with target completion during
calendar Q3 of 2023. A non-pre-emptive fundraise removes any
conditionality from completion of the proposed acquisition.
Details of the Placing
Stifel and Singer are acting as Joint Bookrunners in connection
with the Placing pursuant to a placing agreement entered into
between the Company, Stifel and Singer dated 27 April 2023 (the
"Placing Agreement").
The Placing, which is being conducted by way of an accelerated
bookbuilding process available to qualifying new and existing
institutional investors, will be launched immediately following
this Announcement, in accordance with the terms and conditions set
out in the Appendix to this Announcement.
The Company intends to raise at least GBP10.0 million (c.$12.5
million) through the Placing. The exact number of Placing Shares to
be placed will be determined by the Company and the Joint
Bookrunners at the close of the Bookbuild and announced by the
Company shortly thereafter. The allocations of the Placing Shares
pursuant to the Placing are at the discretion of the Company and
the Joint Bookrunners. The book will open with immediate effect
following the release of this Announcement.
The Placing is conditional upon, among other things, admission
of the Placing Shares and the Placing Agreement between the Company
and the Joint Bookrunners not being terminated in accordance with
its terms . Applications will also be made to the London Stock
Exchange for admission to and trading on AIM ("Admission") which is
expected to take place on 8.00 a.m. on 4 May 2023 and that dealings
in the Placing Shares will commence at that time, and in any event
no later than 8.00 a.m. on 31 May 2023 .
The Company has consulted, where possible, with the Company's
major institutional shareholders ahead of this Announcement. The
Board has given careful consideration to the structure of the
equity fundraising and has concluded that the Placing being
structured as a Bookbuild is the most suitable option available to
the Company so as to minimise execution and market risk. The
Company is grateful for the support of all its shareholders and is
very mindful that the Placing represents a dilution to
shareholders. It has not been practical to implement a rights issue
to all shareholders for the proposed equity fundraising, primarily
because such an offer would require a prospectus to be approved by
the FCA, and the timing and costs of which were not considered to
be in the best interests of the Company.
The Appendix to this Announcement sets out further information
relating to the Bookbuild and the terms and conditions of the
Placing.
This Announcement (including the Appendix) should be read in its
entirety. In particular, you should read and understand the
information provided in the "Important Notices" section of this
Announcement.
Details of the Retail Offer
In addition, the Company intends to use the BookBuild platform
to conduct a Retail Offer, on the terms to be set out in a separate
announcement to be made following the close of the Bookbuild.
Application for Admission to Trading
Applications will be made to London Stock Exchange for Admission
of the Placing Shares to trading on AIM in accordance with the AIM
Rules for Companies.
It is expected that Admission will become effective at 8.00 a.m.
on or around 4 May 2023 and that dealings in the Placing Shares
will commence at that time, and in any event no later than 8.00
a.m. on 31 May 2023.
The Placing is conditional upon, inter alia, Admission becoming
effective and the Placing Agreement becoming unconditional and not
being terminated. Further details of the Placing Agreement can be
found in the terms and conditions of the Placing contained in the
Appendix to this Announcement and which forms part of this
Announcement.
A further announcement will be made following the completion of
the Bookbuild.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this
Announcement (including the Appendix) in its entirety and to be
making such offer on the terms and subject to the conditions in
this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Expected timetable
Announcement of the Placing 27 April 2023
Books closed by 6:00 pm on 27 April 2023
Announcement of closing of the 28 April 2023
Placing
Application for Admission of the 28 April 2023
Placing Shares
Admission of the Placing Shares 4 May 2023
to trading on AIM
Dealing codes
Ticker: ZOO
ISIN for the Placing Shares: GB00B1FQDL10
SEDOL for the Placing Shares: B1FQDL1
Note: This announcement assumes a GBP : $ exchange rate of 1 :
1.2402 as at 18:00 pm (GMT) on 25 April 2023.
This Announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR") as
retained as part of UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Market Soundings, as defined in
MAR, were taken in respect of the proposed Placing with the result
that certain persons became aware of this inside information, as
permitted by MAR. Upon the publication of this Announcement, this
inside information is now considered to be in the public domain.
The persons responsible for arranging for the release of this
Announcement on behalf of ZOO are Stuart Green, Chief Executive
Officer and Phillip Blundell, Chief Financial Officer of ZOO.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
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 OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
This Announcement or any part of it does not cons ti tute or
form part of any offer to issue or sell, or the solicita ti on of
an offer to acquire, purchase or subscribe for, any securi ti es in
the United States. The Placing Shares have not been and will not be
registered under the United States Securi ti es Act of 1933, as
amended (the "US Securi ti es Act ") or with any securi ti es
regulatory authority of any state or jurisdic ti on of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an
exemp ti on from, or in a transac ti on not subject to, the
registra ti on requirements of the US Securi ti es Act and in
compliance with any applicable securi ti es laws of any state or
other jurisdic ti on of the United States. There will be no public
offering of securi ti es in the United States.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expecta ti
ons rela ti ng to its future financial condi ti on, performance,
strategic ini ti a ti ves, objec ti ves and results. By their
nature, all forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things,
United Kingdom domes ti c and global economic business condi ti
ons, market-related risks such as fluctua ti ons in interest rates
and exchange rates, the policies and ac ti ons of governmental and
regulatory authori ti es, the effect of compe titi on, infla ti on,
defla ti on, the ti ming effect and other uncertain ti es of future
acquisi ti ons or combina ti ons within relevant industries, the
effect of tax and other legisla ti on and other regula ti ons in
the jurisdic ti ons in which the Company and its respec ti ve
affiliates operate, the effect of vola ti lity in the equity,
capital and credit markets on the Company's profitability and
ability to access capital and credit, a decline in the Company's
credit ra ti ngs, the effect of opera ti onal risks, and the loss
of key personnel. As a result, the actual future financial condi ti
on, performance and results of the Company may differ materially
from the plans, goals and expecta ti ons set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regula ti on, the Company expressly disclaims any obliga ti on or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expecta ti ons with regard
thereto or any changes in events, condi ti ons or circumstances on
which any such statement is based.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within chapter 3 of the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance
Requirements") and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK Product Governance Requirements) may
otherwise have with respect thereto, the Ordinary Shares have been
subject to a product approval process, which has determined that
the Ordinary Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS"); and (ii) eligible for distribution through all permitted
distribution channels (the " UK Target Market Assessment").
Notwithstanding the UK 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; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in Ordinary Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of chapters 9A or 10A respectively of the COBS; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of Ar ti cle 9(8) of Commission
Delegated Direc ti ve 2017/593 (the "Delegated Direc ti ve ")
regarding the responsibili ti es of Manufacturers under the Product
Governance requirements contained within: (a) Direc ti ve
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Ar ti cles 9 and 10 of the Delegated Direc ti ve; and (c)
local implemen ti ng measures (the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have
been subject to a product approval process, which has determined
that the Ordinary Shares are (i) compa ti ble with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterpar ti es, each as defined
in MiFID II; and (ii) eligible for distribu ti on through all
distribu ti on channels as are permi tt ed by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protec ti on; and an investment in Ordinary Shares is compa
ti ble only with investors who do not need a guaranteed income or
capital protec ti on, who (either alone or in conjunc ti on with an
appropriate financial or other adviser) are capable of evalua ti ng
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restric ti ons in rela ti on to the proposed Placing. Furthermore,
it is noted that, notwithstanding the Target Market Assessment, the
Joint Bookrunners will only procure investors who meet the criteria
of professional clients and eligible counterpar ti es. For the
avoidance of doubt, the Target Market Assessment does not cons ti
tute: (a) an assessment of suitability of appropriateness for the
purposes of MiFID II; or (b) a recommenda ti on to any investor or
group of investors to invest in, or purchase, or take any other ac
ti on whatsoever with respect to the Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining
appropriate distribu ti on channels.
S ti fel is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is ac ti ng
exclusively for the Company and no one else in connec ti on with
the Placing, and S ti fel will not be responsible to anyone
(including any purchasers of the Placing Shares) other than the
Company for providing the protec ti ons afforded to its clients or
for providing advice in rela ti on to the Placing or any other ma
tt ers referred to in this Announcement.
Singer is authorised and regulated by the FCA in the United
Kingdom and is ac ti ng exclusively for the Company and no one else
in connec ti on with the Placing, and Singer will not be
responsible to anyone (including any purchasers of the Placing
Shares) other than the Company for providing the protec ti ons
afforded to its clients or for providing advice in rela ti on to
the Placing or any other ma tt ers referred to in this
Announcement.
No representa ti on or warranty, express or implied, is or will
be made as to, or in rela ti on to, and no responsibility or
liability is or will be accepted by the Joint Bookrunners or by any
of their respective affiliates or agents as to, or in rela ti on
to, the accuracy or completeness of this Announcement or any other
wri tt en or oral informa ti on made available to or publicly
available to any interested party or their respective advisers, and
any liability therefore is expressly disclaimed.
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS
FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN
THE UNITED KINGDOM OR IN MEMBER STATES OF THE EUROPEAN ECONOMIC
AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN RELATION TO THE
UNITED KINGDOM, as retained as part of UK law by virtue of the
European Union (Withdrawal) Act 2018 as amended (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR
A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN
THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE,
AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS ; OR (II) OTHERWISE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES
MENTIONED HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE
UNLAWFUL .
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
any Placee should read and understand the information provided in
the "Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom or a
member state of the EEA which has implemented the Prospectus
Regulation (each, a "Relevant Member State") who acquires any
Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of the relevant Joint
Broker has been given to the offer or resale; and
(ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdowm or any Relevant Member State other
than Qualified Investors, the offer of those Placing Shares to it
is not treated under the Prospectus Regulation as having been made
to such persons;
3. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
5. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in, and in accordance with, Regulation S under the US
Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the information contained
in this Announcement, the announcement of the pricing of the
Placing (the "Result of Placing Announcement") (together, the
"Placing Documents") and any information publicly announced through
a regulatory information service ("RIS") by or on behalf of the
Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
in the Form of Confirmation sent to Placees by the relevant Joint
Broker to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms that it has neither received nor relied
on any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of
either of the Joint Brokers or the Company or any other person and
none of the Joint Brokers, the Company nor any other person acting
on such person's behalf nor any of their respective affiliates has
or shall have any responsibility or liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement (regardless of
whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons).
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Each Placee should consult its own
attorney, tax advisor and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stifel and Singer are acting as joint bookrunners in connection
with the Placing and have entered into the Placing Agreement with
the Company under which, on the terms and subject to the conditions
set out in the Placing Agreement, each Joint Broker, as agent for
and on behalf of the Company, has agreed to use its reasonable
endeavours to procure placees for the Placing Shares. The Placing
is not being underwritten by either Joint Broker or any other
person.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Placing Price") is 160 per Placing Share. The final
number of Placing Shares will be decided at the close of the
Bookbuild following the execution of the placing terms by the
Company and the Joint Brokers (the "Term Sheet"). The timing of the
closing of the book, pricing and allocations are at the discretion
of the Company and the Joint Brokers. Details of the number of
Placing Shares will be announced as soon as practicable after the
close of the Bookbuild
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid up and will be issued
subject to the Company's articles of association and rank pari
passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be
free of all pre-emption rights, claims, liens, charges,
encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") (the "Application") for admission to
trading of the Placing Shares on AIM (the "Admission").
It is expected that Admission of the Placing Shares will occur
at or before 8.00 a.m. BST on 4 May 2023 (or such later time or
date as the Joint Brokers may agree with the Company, being no
later than 8.00 a.m. BST on 31 May 2023 ) and that dealings in the
Placing Shares will commence at that time.
Bookbuild
The Joint Brokers will today commence the accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees (the "Bookbuild"). This Announcement 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 Joint Brokers and the Company shall be entitled to effect
the Placing by such alternative method to the Bookbuild as they
may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
6. The Joint Brokers are arranging the Placing each as
bookrunner and placing agent of the Company.
7. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Brokers. Each Joint Broker may itself agree to be a Placee in
respect of all or some of the Placing Shares or may nominate any
member of its group to do so.
8. The Bookbuild, if successful, will establish the aggregate
amount payable to the relevant Joint Broker (as applicable), as
settlement agent for the Company, by all Placees whose bids are
successful. The number of Placing Shares will be agreed by the
Joint Brokers (in consultation with the Company) following
completion of the Bookbuild. Subject to the execution of the Term
Sheet, the number of Placing Shares to be issued will be announced
on an RIS following the completion of the Bookbuild via the Result
of Placing Announcement.
9. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at the relevant Joint Broker. Each bid should
state the number of Placing Shares which the prospective Placee
wishes to subscribe for at either the Placing Price, or at prices
up to a price limit specified in its bid. Bids may be scaled down
by the Joint Brokers on the basis referred to in paragraph 8 below.
The Joint Brokers reserve the right not to accept bids or to accept
bids in part rather than in whole. The acceptance of the bids shall
be at the Joint Brokers' absolute discretion, subject to agreement
with the Company.
10. The Bookbuild is expected to close no later than 7.00 a.m.
(BST) on 28 April 2023 but may be closed earlier or later at the
discretion of the Joint Brokers. The Joint Brokers may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon the
agreement of the Joint Brokers) to reduce the number of shares to
be issued pursuant to the Placing, in its absolute discretion.
11. Allocations of the Placing Shares will be determined by the
Joint Brokers after consultation with the Company (the proposed
allocations having been supplied by the Joint Brokers to the
Company in advance of such consultation). Subject to the execution
of the Term Sheet, allocations will be confirmed orally by the
relevant Joint Broker and a Form of Confirmation will be despatched
as soon as possible thereafter. The relevant Joint Broker's oral
confirmation to such Placee constitutes an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee), in favour of the Joint Brokers and the Company, to
acquire the number of Placing Shares allocated to it and to pay the
Placing Price in respect of such shares on the terms and conditions
set out in this Appendix and in accordance with the Company's
articles of association. A bid in the Bookbuild will be made on the
terms and subject to the conditions in this Announcement (including
this Appendix) and will be legally binding on the Placee on behalf
of which it is made and except with the relevant Joint Broker's
consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.
12. Each Placee's allocation and commitment will be evidenced by
a Form of Confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that Form of
Confirmation.
13. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
14. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
15. 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.
16. To the fullest extent permissible by law, neither Joint
Broker, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
none of the Joint Brokers, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Brokers' conduct
of the Placing.
17. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Brokers' conduct of the
Placing.
18. All times and dates in this Announcement may be subject to
amendment. The Joint Brokers shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Each Joint Broker's obligations under the Placing Agreement
are conditional on customary conditions, including (amongst others)
(the "Conditions"):
19. the London Stock Exchange agreeing to admit the Placing
Shares to trading on AIM (subject only to allotment);
20. Admission occurring on or around 8.00 a.m. BST on 4 May 2023
(or such later time or date as the Joint Brokers may otherwise
agree with the Company, being no later than 8.00 a.m. BST on 31 May
2023 ) (the "Closing Date");
21. the Term Sheet having been executed by the Company and the
Joint Brokers no later than 7.00 a.m. BST on 28 April 2023 (or such
later time or date as the Joint Brokers may otherwise agree with
the Company);
22. there having been no development or event resulting in a
Material Adverse Effect which could, in the good faith opinion of
the Joint Brokers, materially and adversely affect the Placing or
dealings in the Ordinary Shares following Admission;
23. the delivery by the Company to the Joint Brokers of a
certificate signed by a Director for and on behalf of the Company
not later than 5.00 p.m. BST on the Business Day immediately prior
to the date on which Admission is expected to occur (and dated as
of such date);
24. the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement; and
25. none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate in any material
respect or misleading when made and none of the warranties ceasing
to be true and accurate in any material respect or becoming
misleading at any time prior to Admission by reference to the facts
and circumstances then subsisting.
The Joint Brokers may, at their discretion and upon such terms
as they think fit, waive compliance by the Company with the whole
or any part of any of the Company's obligations in relation to the
Conditions or extend the time or date provided for fulfilment of
any such Conditions in respect of all or any part of the
performance thereof. The conditions in the Placing Agreement
relating to Admission taking place and execution of the Term Sheet
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where
permitted) waived by the Joint Brokers by the relevant time or date
specified (or such later time or date as the Joint Brokers may
agree with the Company, being no later than 8.00 a.m. BST on 31 May
2023 ); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the
Placing Agreement", 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 it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
Neither of the Joint Brokers, nor 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
Joint Brokers.
Right to terminate under the Placing Agreement
The Joint Brokers are entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
26. where there has been a breach by the Company of any of the
warranties on the part of the Company contained in the Placing
Agreement that either Joint Broker considers (acting in good faith)
to be material in the context of the Placing and/or Admission;
27. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time
provided in the Placing Agreement and have not been waived if
capable of being waived by the Joint Brokers;
28. there has been a development or event resulting in a
Material Adverse Effect which could in the good faith opinion of
either Joint Broker, materially and adversely affect the Placing or
dealings in the Ordinary Shares following Admission whether or not
foreseeable at the date of this Agreement; or
29. if the Company fails to comply, in any respect which either
Joint Broker believes is material in the context of the Placing
and/or Admission, with any of its obligations under the Placing
Agreement; or
30. the occurrence of a material adverse change or certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement, subject to certain
exceptions.
By participating in the Placing, each Placee agrees that (i) the
exercise by either Joint Broker of any right of termination or of
any other discretion under the Placing Agreement shall be within
the absolute discretion of the relevant Joint Broker and that it
need not make any reference to, or consult with, Placees and that
it shall have no liability to Placees whatsoever in connection with
any such exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and
"Conditions of the Placing", and its participation will not be
capable of rescission or termination by it after oral confirmation
by the relevant Joint Broker of the allocation and commitments
following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to the Joint Brokers that, between
the date of the Placing Agreement and 90 days after Admission (the
"Restricted Period"), it will not, without the prior written
consent of the Joint Brokers directly or indirectly offer, issue,
sell or contract to sell, issue options in respect of or otherwise
dispose of or announce an offering or issue of any Ordinary Shares
(or any interest therein or in respect thereof) or any other
securities exchangeable for or convertible into, or substantially
similar to, Ordinary Shares or enter into any transaction with the
same economic effect as, or agree to do, any of the foregoing
(whether or not legally or contractually obliged to do so) provided
that the foregoing restrictions shall not restrict the ability of
the Company or any other member of the Group during the Restricted
Period to grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non-executive share or
option schemes or long term incentive plans of the Company (in
accordance with its normal practice).
By participating in the Placing, Placees agree that the exercise
by the Joint Brokers of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the restrictive provisions on further issuance under
the Placing Agreement shall be within the absolute discretion of
the Joint Brokers and that they need not make any reference to, or
consult with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B1FQDL10 ) following Admission will take place within the
system administered by Euroclear UK & International Limited
("CREST"), subject to certain exceptions. The Joint Brokers reserve
the right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Stifel is acting as settlement bank. Following the close of the
Bookbuild, each Placee to be allocated Placing Shares in the
Placing will be sent a Form of Confirmation stating the number of
Placing Shares allocated to them at the Placing Price, the
aggregate amount owed by such Placee to the relevant Joint Broker
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with the relevant Joint Broker.
The Company will deliver the Placing Shares to a CREST account
operated by Stifel as agent for the Company and Stifel will enter
its delivery instruction into the CREST system. The input to CREST
by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
It is expected that settlement in respect of the Placing Shares
will take place on or around 4 May 2023 on a delivery versus
payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the prevailing
Sterling Overnight Index Average (SONIA) as determined by the Joint
Brokers.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Brokers may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the relevant Joint Broker's account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and will be required to bear any stamp duty or stamp duty
reserve tax or other taxes or duties (together with any interest or
penalties) imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, 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
issued 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. If there are any
circumstances in which any stamp duty or stamp duty reserve tax or
other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer
of or agreement to transfer Placing Shares), neither Joint Broker
nor the Company shall be responsible for payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with each of the Joint Brokers (in its capacity as bookrunner and
placing agent of the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application
for Placing Shares, the following:
31. it has read and understood this Announcement in its entirety
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or
statements made at any time by any person in connection with the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
32. the Ordinary Shares are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM, which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
33. to be bound by the terms of the articles of association of the Company;
34. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither of the Joint Brokers nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes or duties imposed in any jurisdiction
(including interest and penalties relating thereto) ("Indemnified
Taxes"). Each Placee and any person acting on behalf of such Placee
agrees to indemnify the Company and each of the Joint Brokers on an
after-tax basis in respect of any Indemnified Taxes;
35. neither of the Joint Brokers nor any of their respective
affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person in connection with
the Placing;
36. time is of the essence as regards its obligations under this Announcement;
37. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the relevant Joint Broker;
38. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such documents to any person;
39. no prospectus or other offering document is required under
the Prospectus Regulation, nor will one be prepared in connection
with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
40. in connection with the Placing, either Joint Broker and any
of its respective affiliates acting as an investor for its own
account may subscribe for Placing Shares in the Company and in that
capacity may retain, purchase or sell for its own account such
Placing Shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to
either Joint Broker or any of its respective affiliates acting in
such capacity;
41. either Joint Broker and its respective affiliates may enter
into financing arrangements and swaps with investors in connection
with which the relevant Joint Broker and any of its respective
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Placing Shares;
42. neither Joint Broker intends to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11
above otherwise than in accordance with any legal or regulatory
obligation to do so;
43. neither Joint Broker owes any fiduciary or other duties to
any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
44. its participation in the Placing is on the basis that it is
not and will not be a client of either of the Joint Brokers in
connection with its participation in the Placing and that neither
Joint Broker has any duties or responsibilities to it for providing
the protections afforded to its respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of any of its respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
45. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither of the Joint Brokers nor
any of their respective affiliates agents, directors, officers or
employees nor any person acting on behalf of any of them is
responsible for or has or shall have any responsibility or
liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly
Available Information or otherwise nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by such
person;
46. the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 16), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares;
47. it has neither received nor relied on any other information
given, or representations, warranties or statements , express or
implied, made, by either Joint Broker or the Company nor any of
their respective affiliates, agents, directors, officers or
employees acting on behalf of any of them (including in any
management presentation delivered in respect of the Bookbuild) with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in
the Placing Documents, or the Publicly Available Information or
otherwise;
48. neither of the Joint Brokers, nor the Company, nor any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, nor will provide , it with any material or information
regarding the Placing Shares or the Company or any other person
other than the information in the Placing Documents or the Publicly
Available Information; nor has it requested any of the Joint
Brokers, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
material or information;
49. neither of the Joint Brokers nor the Company will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
50. it may not rely, and has not relied, on any investigation
that either of the Joint Brokers, any of their respective
affiliates or any person acting on any of their behalf, may have
conducted with respect to the Placing Shares, the terms of the
Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company,
the Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly
Available Information or any other information;
51. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to either Joint Broker for all or part of any
such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
52. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
53. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(h) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(i) will remain liable to the Company and/or the Joint Brokers
for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for
another person);
54. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Announcement) and will honour such obligations and that
it has not taken any action or omitted to take any action which
will or may result in either of the Joint Brokers, the Company or
any of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
55. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
56. it irrevocably appoints any duly authorised officer of
either Joint Broker as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe for upon
the terms of this Announcement;
57. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the Restricted Jurisdictions, or any state,
province, territory or jurisdiction thereof;
58. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, the Joint Brokers or any
person acting on behalf of the Company or either of the Joint
Brokers that would, or is intended to, permit a public offer of the
Placing Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
59. no action has been or will be taken by any of the Company,
either Joint Broker or any person acting on behalf of the Company
or either Joint Broker that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
60. unless otherwise specifically agreed with the relevant Joint
Broker, it is not and at the time the Placing Shares are subscribed
for, neither it nor the beneficial owner of the Placing Shares will
be, a resident of, nor have an address in, Australia, Japan, the
Republic of South Africa or any province or territory of
Canada;
61. it may be asked to disclose in writing or orally to either Joint Broker:
(j) if he or she is an individual, his or her nationality; or
(k) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
62. it is and the prospective beneficial owner of the Placing
Shares is, and at the time the Placing Shares are subscribed for
will be outside the United States and is acquiring the Placing
Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the US Securities Act;
63. it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any
"general solicitation" or "general advertising" within the meaning
of Regulation D under the US Securities Act;
64. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from
the United States except pursuant to (i) an effective registration
statement under the US Securities Act; or (ii) pursuant to an
exemption from the registration requirements of the US Securities
Act and, in each case, in accordance with applicable United States
state securities laws and regulations;
65. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the US Securities
Act;
66. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
67. it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
68. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign
investment company ("PFIC") for US federal income tax purposes for
the current year, or whether it is likely to be so treated for
future years and neither the Company nor the Joint Brokers make any
representation or warranty with respect to the same. Accordingly,
neither the Company nor the Joint Brokers can provide any advice to
United States investors as to whether the Company is or is not a
PFIC for the current tax year, or whether it will be in future tax
years. Accordingly, neither the Company nor the Joint Brokers
undertake to provide to United States investors or shareholders any
information necessary or desirable to facilitate their filing of
annual information returns, and United States investors and
shareholders should not assume that this information will be made
available to them;
69. if in a member state of the EEA, unless otherwise
specifically agreed with the relevant Joint Broker in writing, it
is a Qualified Investor;
70. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
71. if a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation, the Placing Shares subscribed
for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United
Kingdom or a member state of the EEA which has implemented the
Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of the relevant Joint
Broker has been given to each proposed offer or resale;
72. if in the United Kingdom, that it is a Qualified Investor
(i) having professional experience in matters relating to
investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
73. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the Financial Services and Markets Act 2000, as amended
("FSMA");
74. 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 and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by either Joint Broker in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be
subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
75. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR) in respect of anything done in, from or otherwise involving,
the United Kingdom);
76. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
77. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and any
related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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;
78. in order to ensure compliance with the Regulations, either
Joint Broker (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the relevant
Joint Broker or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the relevant Joint Broker's
absolute discretion or, where appropriate, delivery of the Placing
Shares to it in uncertificated form may be delayed at the relevant
Joint Broker's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request
for verification of identify the relevant Joint Broker (for itself
and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, either the
relevant Joint Broker and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
79. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
80. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
subscribers or sold as the relevant Joint Broker may in its sole
discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale
falls short of the product of the relevant Placing Price and the
number of Placing Shares allocated to it and will be required to
bear any stamp duty, stamp duty reserve tax or other taxes or
duties (together with any interest, fines or penalties) imposed in
any jurisdiction which may arise upon the sale of such Placee's
Placing Shares;
81. any money held in an account with the relevant Joint Broker
on behalf of the Placee and/or any person acting on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money
will not be segregated from the relevant Joint Broker's money in
accordance with the client money rules and will be held by it under
a banking relationship and not as trustee;
82. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Brokers or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
83. neither of the Joint Brokers nor any of their respective
affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing;
84. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(l) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(m) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(n) disclosed such information to any person, prior to the
information being made publicly available;
85. the rights and remedies of the Company and each of the Joint
Brokers under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others; and
86. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation arising out of or in connection with such
contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by either the Company
or either of the Joint Brokers in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well each of the Joint Brokers and are
irrevocable. The Joint Brokers, the Company and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably
authorises the Company and each Joint Broker to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, each of the Joint Brokers and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this
Announcement or incurred by either of the Joint Brokers, the
Company or any of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees
that the provisions of this Announcement shall survive after
completion of the Placing.
Where the Placees are acting in its capacity as a discretionary
investment manager on behalf of its underlying clients, then it is
the discretionary investment manager that is to be regarded as the
Placee for the purpose of this Announcement and not the underlying
client. For the avoidance of doubt, the representations and
warranties given are to be taken as made on behalf of the Placee
itself and not their underlying client.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes or
duties may be payable, for which neither the Company nor the Joint
Brokers will be responsible and the Placees shall indemnify the
Company and each of the Joint Brokers on an after-tax basis for any
stamp duty or stamp duty reserve tax or other similar taxes or
duties (together with interest, fines and penalties) in any
jurisdiction paid by the Company or either of the Joint Brokers in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint Brokers
accordingly. Placees are advised to consult with their own advisers
regarding the tax aspects of the subscription for Placing
Shares.
The Company and the Joint Brokers are not liable to bear any
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees, including any taxes arising otherwise than
under the laws of the United Kingdom or any country in the EEA.
Each prospective Placee should, therefore, take its own advice as
to whether any such tax liability arises and notify the Joint
Brokers and the Company accordingly. Furthermore, each prospective
Placee agrees to indemnify on an after-tax basis and hold each of
the Joint Brokers and/or the Company and their respective
affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other
similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or
delay of that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM, a
market operated by the London Stock Exchange plc.
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, the Placing Documents.
DEFINITIONS
The following definitions apply in this Appendix, and as the
context shall admit, in the Announcement:
Admission admission of the Placing Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
AIM AIM, a market operated by the
London Stock Exchange
AIM Rules the AIM Rules for Companies
published by the London Stock
Exchange
Announcement this Announcement, including
this Appendix and the terms
and conditions set out herein
Bookbuild the bookbuilding process to
be conducted by the Joint Brokers
to arrange participation by
Placees in the Placing
BST British Summer Time
Company ZOO Digital Group plc
CREST the computerised settlement
system to facilitate transfer
of the title to an interest
in securities in uncertificated
form operated by Euroclear UK
& International
CREST Regulations the Uncertificated Securities
Regulations 2001 (S.I. 2001
No 3755) (as amended)
Directors or Board the current directors of the
Company as at the date of this
Announcement
EEA the European Economic Area
Euroclear UK & International Euroclear UK & International
Limited
FCA the Financial Conduct Authority
Form of Confirmation the form of confirmation to
be despatched to the Placees
by a Joint Broker or the contract
note made between the respective
Joint Broker and the Placees,
in each case which incorporate
by reference the terms and conditions
of the Placing contained in
this Announcement
FSMA the Financial Services and Markets
Act 2000, as amended
Group the Company and its subsidiary
undertakings (and "Group Company"
shall be construed accordingly)
Joint Brokers Stifel and Singer, and each
a "Joint Broker"
London Stock Exchange London Stock Exchange plc
MAR Regulation (EU) 596/2014 of
the European Parliament and
of the Council of 16 April 2014
on market abuse as it forms
part of the law of England and
Wales by virtue of section 3
of the European Union (Withdrawal)
Act 2018 (as it may be modified
from time to time by or under
domestic law including, but
not limited to, by the Market
Abuse (Amendment) (EU Exit)
Regulations 2019/310)
Material Adverse Effect a material adverse effect, or
any development or matter reasonably
expected to have a material
adverse effect, in or affecting
the business, condition (financial,
operational, legal or otherwise),
results of operations, earnings
or assets of the Group, whether
or not arising in the ordinary
course of business
Singer Singer Capital Markets Securities
Limited
Stifel Stifel Nicolaus Europe Limited
Ordinary Shares ordinary shares of 1 pence each
in the capital of the Company
Placees persons who agree to subscribe
for Placing Shares at the Placing
Price
Placing the conditional placing of the
Placing Shares by the Joint
Brokers on behalf of the Company
at the Placing Price, in accordance
with the Placing Agreement
Placing Agreement the conditional placing agreement
dated 27 April 2023 between
the Company and the Joint Brokers
in relation to the Placing
Placing Price 160 pence per Placing Share
Placing Shares the new Ordinary Shares to be
issued pursuant to the Placing
RIS shall have the same meaning
as in the AIM Rules
Shareholder a holder of Ordinary Shares
from time to time
Term Sheet the terms of the Placing setting
out the number of Placing Shares
to be issued in the Placing,
to be executed in accordance
with the Placing Agreement by
the Company and the Joint Brokers
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
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ACQEDLFLXZLXBBB
(END) Dow Jones Newswires
April 27, 2023 11:35 ET (15:35 GMT)
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