TIDMCPX
RNS Number : 4595H
CAP-XX Limited
03 August 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE
AT THE START OF THE APPIX.
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 CAP-XX LIMITED 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 CAP-XX
LIMITED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
3 August 2021
CAP-XX Limited
("CAP-XX", or the "Company")
Proposed Placing to raise up to GBP2.84 million
Proposed Sale of Sale Shares
CAP-XX Limited, a world leader in the design and manufacture of
supercapacitors and energy management systems, today announces its
intention to raise gross proceeds of up to GBP2.84 million before
expenses by way of a placing of new Ordinary Shares of no par
value, (the "New Shares") alongside the sale of up to 10,498,700
existing Ordinary Shares of no par value (the "Sale Shares")
(together, the "Placing"). It is intended that the New Shares and
the Sale Shares (together, the "Placing Shares"), will be sold to
new and existing institutional investors at a fixed price of 5.5
pence per Placing Share (the "Issue Price") .
The Sale Shares are currently held by Smartequity EIS Pty Ltd
(the "Selling Shareholder "), the independent third party with
responsibility for managing the Company's employee share plan, on
behalf of certain of the Company's directors and employees
following the exercise of options by those individuals as announced
on 10 December 2020.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately
following this Announcement, in accordance with the terms and
conditions set out in the Appendix to this Announcement. The
Bookbuild is being managed by Cenkos Securities plc, the Company's
joint broker ("Cenkos").
Highlights
-- The Placing comprises the issue of up to 51,629,100 New
Shares, raising gross proceeds of up to GBP2.84
million for the Company, and the sale of up to 10,498,700 Sale Shares.
-- The net proceeds from the proposed placing of the New Shares will be used to:
- increase the sales and marketing capacity of the business to
support an increased level of customer enquiries and activity in
the 'Internet of Things' (the "IoT ") and an increased activity
level across the business following the acquisition of the Murata
production line;
- fund new product development and additional investment in
supply chain systems and machine parts;
- finance the commissioning of the DMH production line in 2022,
following the acquisition of the production rights as part of the
Murata acquisition;
- support the Company in pursuing patent and licensing
infringements; and
- provide additional working capital for the business.
-- The Placing is to be conducted by way of the Bookbuild
process which will commence immediately following this Announcement
and will be subject to the terms and conditions set out in the
Appendix to this Announcement.
-- The Issue Price represents a discount of approximately 11.29
per cent. to the closing mid-market price on 2 August 2021, being
the latest practicable date before this Announcement.
The number of Placing Shares will be agreed by the Company and
Cenkos at the close of the Bookbuild. The timing of the closing of
the Bookbuild and allocations are at the discretion of the Company
and Cenkos. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the Bookbuild.
The Placing is not conditional upon the approval of the Company's
shareholders.
Your attention is drawn to the Additional Information set out
below.
The Appendix sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. Persons who
have chosen to participate in the Placing, by making an oral,
electronic or written offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Unless otherwise indicated, capitalised terms in this
Announcement have the meanings given to them in the Appendix to
this Announcement.
For further information, please contact:
CAP-XX Limited Tel: + 61 (0) 2 9428
0139
Anthony Kongats, CEO
Allenby Capital - Nominated Adviser & Joint Tel: +44 (0) 20 3328
Broker 5656
David Hart / Alex Brearley
Cenkos Securities plc - Joint Broker Tel: +44 (0) 20 7391 8900
Neil McDonald / Peter Lynch
Kreab - Financial PR Tel: +44 (0) 20 7074 1800
Robert Speed
Additional Information
Background to and reasons for the Placing
CAP-XX is a world leader in the design and manufacture of
supercapacitors and energy management systems and is looking to
build on the initial success that has come from the successful
installation of the Murata production lines following their
acquisition in 2019.
The Company has made excellent progress in the installation and
set-up of the former Murata production lines at the Seven Hills
manufacturing facility. The Board has been particularly pleased by
the high level of retention of former Murata customers, which is
expected to reach approximately 75% by value. Resulting from this
initial success, the Company is now looking to invest in sales and
marketing capacity in order to service the increasing levels of
customer enquiries being received. There are also higher levels of
activity being seen across the IoT and electrification of mobility
market segments, being driven by strong underlying macro growth
drivers.
The sales order book continues to grow and as at the start of
July 2021 was 160% higher than at the end of the 2020 financial
year, reflecting a combination of new customer enquiries and repeat
orders from former Murata customers.
The Company continues to pursue legal action against third
parties for patent infringements and the protection of the
Company's intellectual property is a core responsibility of the
business. In addition, the Company has seen increased spending on
product development and the Placing will continue to support this
investment in the business for the future.
Use of Proceeds
In order to take full advantage of the market opportunities
available, the proposed placing of the New Shares is expected to
raise gross proceeds up to GBP2.84 million (before expenses) for
the Company, which will enable it to:
-- increase sales and marketing capacity of the business to
support an increased level of customer enquiries and activity in
the IoT and an increased activity level across the business
following the acquisition of the Murata production line;
-- fund new product development and additional investment in
supply chain systems and machine parts;
-- finance the commissioning of the DMH production line in 2022,
following the acquisition of the production rights as part of the
Murata acquisition;
-- support the Company in pursuing patent and licensing infringements; and
-- provide additional working capital for the business.
The Placing
The Placing is subject to the terms and conditions set out in
the Appendix to this announcement (which forms part of this
announcement, such announcement and the Appendix to this
Announcement, together being this "Announcement").
The timing for the close of the Bookbuild and the allocation of
the Placing Shares will be determined by Cenkos and the Company.
The Placing is not conditional upon the approval of the Company's
shareholders. A further announcement will be made following closing
of the Placing, confirming the final details.
Proposed Sale of Sale Shares
The Sale Shares are held via the CAP-XX employee share plan on
behalf of certain of the Company's directors and employees,
following the exercise of employee share options which was notified
on 10 December 2020. The CAP-XX employee share plan is managed by
an independent third party, the Selling Shareholder, and the
proposed disposal of the Sale Shares will be effected through a
single transaction to sell a consolidated holding rather than
individuals providing separate instructions to a broker.
Cenkos has entered into an agreement with the Selling
Shareholder to facilitate the sale of the Sale Shares.
The beneficial owners of the Sale Shares include Mr Patrick
Elliott (Non-Executive Chairman), Mr Bruce Grey (Non-Executive
Director), Mr Anthony Kongats (Chief Executive Officer), Pierre
Mars (Vice President of Quality and Applications), Mr Mike Taylor
(Chief Financial Officer), Dr Alex Bilyk (Vice President of
Research & Development) and Mr Song Hee Lau (Sales Manager Asia
Pacific), all of whom are considered to be persons discharging
managerial responsibilities (PDMRs).
Subject to demand, it is intended that up to 10,498,700 Sale
Shares will be placed at the Issue Price.
Admission, settlement and CREST
Application will be made for the New Shares to be issued
pursuant to the Placing to be admitted to trading on the AIM market
("AIM") of London Stock Exchange plc (the "London Stock Exchange")
("Admission").
Settlement for the Placing Shares and Admission is expected to
take place on or before 8.00 a.m. on 10 August 2021. The Placing is
conditional upon, among other things, Admission becoming effective
and the placing agreement between the Company and Cenkos (the
"Placing Agreement") not being terminated in accordance with its
terms.
APPIX
" Admission " the admission of the New Shares to trading
on AIM becoming effective in accordance with
the AIM Rules
" affiliate " in respect of a body corporate, a person
directly, or indirectly through one or more
intermediaries, controlling, controlled by
or under common control
" AIM " AIM, a market operated by the London Stock
Exchange
" AIM Rules " the AIM Rules for Companies published by
the London Stock Exchange from time to time
" Announcement " this announcement (including this Appendix)
" Bookbuild " the offering of Placing Shares to participants
in the Placing by way of accelerated bookbuild
by Cenkos as agent of the Company and as
agent of the Selling Shareholder
" Cenkos " Cenkos Securities plc, a company incorporated
in England and Wales with registered number
5210733 whose registered office is at 6.7.8
Tokenhouse Yard, London EC2R 7AS
" certificated " or a share or other security not held in uncertificated
" in certificated form form (that is, not in CREST)
"
" CREST " a relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
" CREST Regulations the Uncertificated Securities Regulations
" 2001 (SI 2001/3755), as amended from time
to time
" FSMA " the Financial Services and Markets Act 2000,
as amended from time to time
" London Stock Exchange London Stock Exchange plc
"
" New Shares " new Ordinary Shares to be issued by the Company
to participants in the Placing, pursuant
to the Placing
" Ordinary Shares " ordinary shares of no par value in the share
capital of the Company
" Placing " the placing, by Cenkos, as agent of and on
behalf of the Company, of the New Shares
and as agent of and on behalf of the Selling
Shareholder, of the Sale Shares, in each
case, at the Placing Price on the terms and
subject to the conditions contained in the
Placing Agreement and this Announcement
" Placing Agreement the conditional placing agreement dated 3
" August 2021 between the Company and Cenkos
relating to the Placing
" Placing Price " the price payable per Placing Share, being
5.5 pence per Placing Share
" Placing Shares " the New Shares and the Sale Shares
" Regulatory Information has the meaning given in the AIM Rules
Service "
" Sale Shares " 10,498,700 existing Ordinary Shares held
by the Selling Shareholder and which are
to be sold to participants in the Placing,
pursuant to the Placing
" Selling Shareholder Smartequity EIS Pty Ltd.
"
" Shareholder(s) " holder(s) of Ordinary Shares from time to
time
" uncertificated " or recorded on the register of members of the
" in uncertificated Company as being held in uncertificated form
form " in CREST and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 (E) OF THE EU
PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 (E) OF THE
PROSPECTUS REGULATION WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (SUCH PERSONS, TOGETHER WITH
THOSE PERSONS IN (A), BEING "QUALIFIED INVESTORS") WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE
ON, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA, AND MAY NOT BE OFFERED,
SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
In particular each such Placee represents, warrants and
acknowledges that:
(a) 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;
(b) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
(c) 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
(d) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, any Placing Shares
acquired by it in the Placing will not be acquired on a
non--discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in a member state of
the EEA, or in circumstances in which the prior consent of Cenkos
has been given to each such proposed offer or resale.
1. Details of the Placing Agreement, the Placing Shares and the Bookbuild
1.1 Cenkos is acting as broker in connection with the Placing
and has entered into the Placing Agreement with the Company under
which it has conditionally agreed to use its reasonable endeavours
to procure Placees for the New Shares and as agent for and on
behalf of the Selling Shareholder has agreed to use its reasonable
endeavours to procure Placees for the Sale Shares, on the terms and
subject to the conditions set out therein and in this Appendix. The
Placing is not being underwritten.
1.2 Cenkos will today commence the Bookbuild to determine demand
for participation in the Placing by potential Placees. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
1.3 Cenkos shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
1.4 The New Shares will, as from the date when they are issued,
be fully paid up and rank pari passu in all respects with the
Existing Ordinary Shares.
2. Application for listing and admission to trading
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective and that dealings in
the New Shares will commence at 8.00am on 10 August 2021.
3. Participation in, and principal terms of, the Placing
3.1 Cenkos is arranging the Placing as agent of the Company (in
respect of the New Shares) and for the Selling Shareholder (in
respect of the Sale Shares) for the purpose of procuring Placees at
the Placing Price for the Placing Shares.
3.2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Cenkos. Cenkos and its affiliates are entitled to enter bids as
principal in the Bookbuild.
3.3 The final number of Placing Shares will be agreed between
Cenkos and the Company following completion of the Bookbuild. The
final number of Placing Shares will be announced on a Regulatory
Information Service following completion of the Bookbuild.
3.4 To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at Cenkos. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
or purchase at the Placing Price. Bids may be scaled down on the
basis referred to in paragraph 0 below.
3.5 The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 3 August 2021, but may be closed earlier or later,
at the discretion of Cenkos. Cenkos may, in agreement with the
Company, accept bids (either in whole or in part) that are received
after the Bookbuild has closed.
3.6 Each Placee's allocation will be confirmed to Placees orally
by Cenkos following the close of the Bookbuild, and a trade
confirmation or contract note will be dispatched as soon as
possible thereafter. The terms of this Appendix are deemed to be
incorporated in the form of confirmation. Cenkos' oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of Cenkos and the Company, pursuant to which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay or procure payment of the relevant Placing Price in
respect of such shares on the terms and conditions set out in this
Appendix and in accordance with the Company's corporate
documents.
3.7 Subject to paragraphs 3.2 and 3.3 above, after consultation
with the Company as to the allocation of the Placing Shares to
Placees, Cenkos will, in effecting the Placing, determine the
identity of the Placees and the basis of allocation of the Placing
Shares.
3.8 A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and, after confirmation (oral or
otherwise) by Cenkos, will be legally binding on the Placee on
behalf of which it is made and except with Cenkos' consent will not
be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Cenkos, to pay or
procure payment to it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares that such Placee has agreed to acquire.
3.9 Except as required by law or regulation, no press release or
other announcement will be made by Cenkos or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
3.10 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
3.11 All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable and permissible by law)
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".
3.12 By participating in the Bookbuild, 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 after confirmation (oral
or otherwise) by Cenkos.
3.13 To the fullest extent permissible by law, neither Cenkos,
the Company nor any of their respective affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Cenkos,
nor the Company, nor any of their respective affiliates or persons
acting on behalf of any of them shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Cenkos' conduct of the Bookbuild or
of such alternative method of effecting the Placing as Cenkos and
the Company may agree. Nothing in this paragraph excludes liability
of any person for fraud or fraudulent misrepresentation made by
that person.
4. Conditions of the Placing
4.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. Cenkos' obligations under the Placing Agreement are
conditional on certain conditions, including inter alia:
4.1.1 the Company having complied with certain specified
obligations under the Placing Agreement (to the extent such
obligations fall to be performed prior to Admission) including the
Company allotting, conditional on Admission, the New Shares subject
to the Articles;
4.1.2 the delivery by the Company to Cenkos of certain
documentary conditions precedent; and
4.1.3 Admission of the New Shares occurring at 8:00am (London
time) on 10 August 2021 (or such later time and/or date, not being
later than 8:00am (London time) on 10 August 2021, as the Company
and Cenkos may otherwise agree).
4.2 If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable and permissible by law) waived or extended in
writing by Cenkos by the relevant time or date specified (or such
later time or date as the Company and Cenkos may agree); or (ii)
prior to Admission the Placing Agreement is terminated in
accordance with its terms including, inter alia, in the
circumstances specified below, the Placing will lapse 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 in respect
thereof.
4.3 Cenkos may, at its discretion, extend the time for
satisfaction of, or, where applicable and permissible by law, waive
compliance by the Company with, the whole or any part of certain of
the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
4.4 Cenkos shall have no liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it 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 it 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
Cenkos.
5. Right to terminate under the Placing Agreement
5.1 Cenkos may, after having to the extent practicable in the
circumstances consulted with the Company, at any time before
Admission of the New Shares terminate the Placing and the Placing
Agreement in accordance with its terms in certain limited
circumstances including, inter alia, if:
5.1.1 any statement contained in the Placing documents has, in
the opinion of Cenkos (acting reasonably), been discovered to be
materially untrue, incorrect or misleading; or
5.1.2 there has, in the opinion of Cenkos (acting reasonably),
been a material breach of any of the warranties or any other
obligations on the part of the Company under the Placing Agreement
which is material in the context of the Placing.
5.2 Cenkos may also, after having to the extent practicable in
the circumstances consulted with the Company, terminate the Placing
Agreement, in accordance with its terms if, at any time prior to
Admission of the Placing Shares, inter alia, there happens,
develops or comes into effect:
5.2.1 any occurrence of any kind which (by itself or together
with any other such occurrence) in Cenkos' opinion is likely to
materially and adversely affect the market's position or prospects
of the Group taken as a whole; or
5.2.2 any other crisis of international or national effect or
any change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in the opinion of Cenkos is
materially adverse to the Placing.
5.3 By participating in the Placing, Placees agree that the
exercise by Cenkos of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Cenkos (acting in accordance with the terms of the Placing
Agreement) 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.
6. No Prospectus
6.1 No offering document or prospectus has been or will be
submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Placing.
6.2 Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and any information
previously published by the Company by notification to a Regulatory
Information Service and subject to the further terms set forth in
any contract note to be provided to individual Placees. Each
Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement (including this Appendix) and all
other publicly available information previously published by the
Company by notification to a Regulatory Information Service is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company or Cenkos or any other person and neither the Company nor
Cenkos nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Group in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraud or fraudulent
misrepresentation by that person.
7. Registration and Settlement
7.1 Settlement of transactions in the Placing Shares (ISIN:
AU0000XINAS1 ) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"). Subject to certain exceptions, Cenkos and the Company
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 deem necessary if delivery or settlement is not possible
or practicable within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
7.2 Each Placee allocated Placing Shares in the Placing will be
sent a trade confirmation in accordance with the standing
arrangements in place with Cenkos stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Cenkos 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 Cenkos.
7.3 It is expected that settlement for the Placing Shares will
be on 10 August 2021 in accordance with the instructions set out in
the trade confirmation.
7.4 Each Placee is deemed to agree that, if it does not comply
with these obligations, Cenkos may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Cenkos' account and benefit, an amount equal
to the aggregate amount owed by the Placee. The relevant Placee
will, however, remain liable for any shortfall below the aggregate
amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any penalties) or other
similar taxes imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
7.5 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
7.6 Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interests 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 Cenkos nor the Company shall be responsible for
the payment thereof.
8. Representations, Warranties and Further Terms
8.1 By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
8.1.1 represents and warrants that it has read and understood
the Announcement, including this Appendix, in its entirety and that
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 undertakes not to redistribute or duplicate
this Announcement;
8.1.2 acknowledges that no offering document or prospectus has
been or will be prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus or other offering document in connection with
the Placing or the Placing Shares;
8.1.3 acknowledges that the Placing does not constitute a
recommendation or financial product advice and that Cenkos has had
no regard to its particular objectives, financial situation or
needs;
8.1.4 acknowledges that none of Cenkos, the Company, any of
their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of Cenkos, the Company, any
of their respective affiliates or any person acting on behalf of
any of them to provide it with any such information;
8.1.5 acknowledges that the Existing Ordinary Shares are listed
on AIM and that the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices under the AIM Rules, 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 access such information, or comparable
information concerning other publicly traded companies, in each
case without undue difficulty;
8.1.6 acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Cenkos, nor its affiliates or any person acting on behalf of it,
has or shall have any liability for any information, representation
or statement contained in, or omission from, this Announcement or
any information previously published by or on behalf of the
Company, pursuant to applicable laws, and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
acquire Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
such Placee deems necessary or appropriate and sufficient to make
an investment decision in respect of the Placing Shares and that it
has neither received nor relied on any other information (including
in any investor presentation) given, or representations, warranties
or statements made, by Cenkos or the Company nor any of their
respective affiliates, agents, directors, officers or employees and
neither Cenkos nor the Company nor any such affiliate, agent,
director, officer or employee will be liable for any Placee's
decision to accept an invitation 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 fraud or fraudulent misrepresentation
made by that person;
8.1.7 acknowledges and agrees that it may not rely, and has not
relied, on any investigation that Cenkos, any of its affiliates or
any person acting on its behalf, may have conducted with respect to
the Placing Shares or the Company, and none of such persons has
made any representation, express or implied, with respect to the
Company, the Placing Shares or the accuracy, completeness or
adequacy of the information in this Announcement or any other
publicly available information; each Placee further acknowledges
that it has conducted its own investigation of the Company and made
its own assessment of the Placing Shares and has received all
information it believes necessary or appropriate in connection with
its investment in the Placing Shares;
8.1.8 acknowledges that it 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;
8.1.9 acknowledges that none of Cenkos, its affiliates nor any
person acting on behalf of any of them has or shall have any
liability for any information made publicly available by or in
relation to the Company or any representation, warranty or
statement relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
8.1.10 represents and warrants that (i) it is and, at the time
the Placing Shares are subscribed for, will be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation
S; (ii) if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings and
acknowledgements herein on behalf of each such person; (iii) it is
not acquiring the Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
"general solicitation" or "general advertising" within the meaning
of Rule 502(c) of Regulation D of the Securities Act; and (iv) it
will not publish, distribute or transmit this Announcement or any
other document or information related to the Placing, by any means
or media, directly or indirectly, in whole or in part, in or into
or from the United States;
8.1.11 acknowledges that it understands that the Placing Shares
have not been, and will not be, registered under the Securities Act
and may not be offered, sold, resold or transferred, directly or
indirectly, in or into or from the United States, except in
accordance with Regulation S or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
8.1.12 acknowledges that in making any decision to acquire
Placing Shares it (i) has such knowledge and experience in
financial and business matters to be capable of evaluating the
merits and risks of subscribing for or purchasing the Placing
Shares, (ii) will not look to Cenkos for all or part of any loss it
may suffer as a result of any such subscription or purchase, (iii)
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,
(iv) is able to sustain a complete loss of an investment in the
Placing Shares and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
8.1.13 undertakes, unless otherwise specifically agreed with
Cenkos, that it is not and at the time the Placing Shares are
acquired, neither it nor the beneficial owner of the Placing Shares
will be, a resident of Australia, Canada, Japan or South Africa and
further acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan or South Africa and, subject to certain exceptions,
may not be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into any of those jurisdictions;
8.1.14 represents and warrants that the issue to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a liability 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;
8.1.15 represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and the UK
version of the Market Abuse Regulation (EU 596/2014) which forms
part of UK law by virtue of the European Union (Withdrawal) Act
2018 ("MAR"); (ii) in connection with the laws of all relevant
jurisdictions which apply to it and it has complied, and will fully
comply, with all such laws (including where applicable, the
Anti--Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering and Terrorist
Financing (Amendment) Regulations 2019 (as amended)) and that it is
not a person: (a) with whom transactions are prohibited under the
Foreign Corrupt Practices Act 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations
((i), (ii), (a) and (b), together, the "Regulations") and rules and
guidance on anti--money laundering produced by the FCA and, if it
is making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations; and it
is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has
have complied, and will fully comply, with all such laws (including
where applicable, the Anti--Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 (as amended) and the Money
Laundering and Terrorist Financing (Amendment) Regulations 2019 (as
amended));
8.1.16 where a Placee is acting as agent for discretionary
managed clients, Cenkos and the Company acknowledge that:
(a) the Placee is acting at all times as agent for and on behalf
of certain discretionary managed clients of whom it has
discretionary management authority (the "Funds");
(b) the Placee shall have no liability as principal to acquire
and pay for the Placing Shares allocated to it as agent for and on
behalf of the Funds or in respect of each Fund's obligations under
the Placing who will hold the Placing Shares through a custodian;
and
(c) all representations, warranties and undertakings are given
by the Placee as agent and not as principal.
For the avoidance of doubt, nothing in these terms and
conditions is intended to create joint and several liability
between the Funds. Cenkos and the Company acknowledge and agree
that any liabilities of a Fund incurred hereunder shall be limited
to the property of that Fund and under no circumstances shall there
be recourse to the assets of any other fund within the same
umbrella as the Fund or any other Fund in respect of those
liabilities;
8.1.17 represents and warrants that it is acting as principal
only in respect of the Placing or, if it is acting for any other
person it is duly authorised to do so and has full power to make
the acknowledgments, warranties, representations, undertakings, and
agreements herein on behalf of each such person;
8.1.18 if a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, represents, warrants and
undertakes that the Placing Shares purchased by it in the Placing
will not be acquired on a non--discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to,
persons in a Member State of the EEA other than Qualified
Investors, or in circumstances in which the prior consent of Cenkos
has been given to the offer or resale;
8.1.19 represents, warrants and undertakes that 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 FSMA;
8.1.20 represents, warrants and undertakes that it has not
offered or sold and will not, prior to Admission, offer or sell any
Placing Shares to persons in the EEA 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 in and which will not result in an offer to the public
(within the meaning of the Prospectus Regulation) in any member
state of the EEA;
8.1.21 represents, warrants and undertakes that it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
8.1.22 represents, warrants and undertakes that it has complied
and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to the Placing Shares
in, from or otherwise involving the United Kingdom;
8.1.23 represents and warrants, if in a member state of an
Economic Area, unless otherwise specifically agreed with Cenkos in
writing, that it is a "Qualified Investor";
8.1.24 represents and warrants, if in the United Kingdom, that
it is a Qualified Investor acting as principal or in circumstances
to which section 86(2) of FSMA applies (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 this Announcement may otherwise lawfully be
communicated;
8.1.25 acknowledges and agrees that no action has been or will
be taken by either the Company or Cenkos or any person acting on
behalf of the Company or Cenkos that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
8.1.26 represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions and that it has fully observed such
laws and 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 Appendix) and will honour such
obligations and that, to the best of its knowledge and belief it
has not taken any action or omitted to take any action which will
or may result in Cenkos, 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;
8.1.27 undertakes that it (and any person acting on its behalf)
will make or procure payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as Cenkos 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 fall short of the product of the relevant Placing Price and
the number of Placing Shares allocated to it and may be required to
bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any penalties) which may arise upon such placing or
sale of such Placee's Placing Shares;
8.1.28 acknowledges neither Cenkos, nor any of its affiliates,
agents, directors, officers or employees are making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that its participation in the Placing is on the basis that it
is not and will not be a client of Cenkos in connection with its
participation in the Placing and that Cenkos has no duty nor
responsibility to it for providing the protections afforded to its
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 rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
8.1.29 undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Cenkos nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement;
8.1.30 acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, 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 Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (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 or procure payment for the
Placing Shares may be taken by either the Company or Cenkos 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;
8.1.31 except as set out in Clause 8.1.32 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non--public information;
8.1.32 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, 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: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
8.1.33 represent, warrants and undertakes that its purchase of
Placing Shares is in full compliance with applicable laws and
regulations;
8.1.34 agrees that the Company, Cenkos and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements,
agreements, and undertakings which are given to Cenkos on its own
behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises the Company and Cenkos 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;
8.1.35 acknowledges that neither the Company nor Cenkos owes any
fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement; and
8.1.36 acknowledges and agrees that its commitment to take up
Placing Shares on the terms set out in this Announcement (including
this Appendix) will continue notwithstanding any amendment that may
now or in the future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company
or Cenkos' conduct of the Placing.
8.2 The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company as well as Cenkos and are irrevocable.
8.3 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 may be
payable, for which neither the Company nor Cenkos will be
responsible and the Placees shall indemnify the Company and Cenkos
on an after--tax basis for any stamp duty or stamp duty reserve tax
paid by them in respect of any such arrangements or dealings. If
this is the case, each Placee should seek its own advice and notify
Cenkos accordingly. Placees are advised to consult with their own
advisers regarding the tax aspects of their subscription for
Placing Shares.
8.4 The Company and Cenkos are not liable to bear any transfer
taxes that arise on a sale of Placing Shares subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee should,
therefore, take its own advice as to whether any such transfer tax
liability arises and notify Cenkos accordingly. Furthermore, each
Placee agrees to indemnify on an after--tax basis and hold Cenkos
and 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 to the
extent that such interest, fines or penalties arise from the
default or delay of that Placee or its agent.
8.5 In addition, Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
8.6 Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cenkos or any of its affiliates may,
at its absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
8.7 When a Placee or person acting on behalf of the Placee is
dealing with Cenkos, any money held in an account with Cenkos 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 rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Cenkos' money in accordance
with the client money rules and will be used by Cenkos in the
course of its own business and the Placee will rank only as a
general creditor of Cenkos.
8.8 All times and dates in this Announcement may be subject to
amendment. Cenkos shall notify the Placees and any person acting on
behalf of the Placees of any changes.
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END
IOESSFFLDEFSEDA
(END) Dow Jones Newswires
August 03, 2021 10:33 ET (14:33 GMT)
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