TIDMCIN
RNS Number : 4833L
City of London Group PLC
13 September 2021
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
ORDINARY SHARES OR WARRANTS OF CITY OF LONDON GROUP PLC. ANY OFFER
THAT MAY BE MADE WILL BE MADE PURSUANT TO THE CIRCULAR (AND THE
TERMS AND CONDITIONS CONTAINED THEREIN) WHICH IS EXPECTED TO BE
DISPATCHED TO QUALIFYING SHAREHOLDERS ON 14 SEPTEMBER 2021.
13 September 2021
CITY OF LONDON GROUP PLC
("COLG" or "the Company")
Open offer update
On 23 August 2021 the Board announced its intention to undertake
an Open Offer to Qualifying Shareholders. Shareholder approval to
grant authority to the Directors to allot the Open Offer Shares and
new Ordinary Shares which may be issued upon exercise of the Open
Offer Warrants was obtained at the General Meeting held on 8
September 2021. The Open Offer will give Qualifying Shareholders
the opportunity to invest in new Ordinary Shares at the same price
as PV27 and MBIL under the Subscription. Qualifying Shareholders
will have the opportunity to subscribe for an aggregate of up to
11,299,988 Open Offer Shares to raise gross proceeds of up to
GBP6.78 million
Successful applicants in the Open Offer will also receive Open
Offer Warrants on the same basis as PV27 and MBIL under the
Subscription (one Open Offer Warrant for every two Open Offer
Shares subscribed) with such Warrants having substantially the same
terms as the Subscription Warrants.
The Company confirms that a circular, which contains further
details regarding the Open Offer will be posted on 14 September
2021, along with the Application Form. The Circular will also be
made available on the Company's website
https://cityoflondongroup.com/new-investor/.
Please see below the expected timetable of principal events.
Further information is provided in the Appendix to this
announcement.
Event Date and Time (2021)
Record Date for entitlement under the Open Close of business on
Offer 10 September
------------------------
Posting of the Circular and Application Forms 14 September
------------------------
Ex-Entitlement Date 7:00am on 14 September
------------------------
Open Offer Entitlements and Excess CREST Open 15 September
Offer Entitlements credited to stock accounts
in CREST of Qualifying CREST Shareholders
------------------------
Latest recommended time and date for requesting 4:30pm on 22 September
withdrawal of Open Offer Entitlements and Excess
CREST Open Offer Entitlements from CREST
------------------------
Latest time for depositing Open Offer Entitlements 3:00pm on 23 September
and Excess CREST Open Offer Entitlements into
CREST
------------------------
Latest time and date for splitting Application 3:00pm on 24 September
Forms (to satisfy bona fide market claims)
------------------------
Latest time and date for receipt of completed 11:00am on 28 September
Application Forms and payment in full from
Qualifying Shareholders under the Open Offer
or settlement of relevant CREST instruction
(as appropriate)
------------------------
Announcement of results of Open Offer 29 September
------------------------
Admission effective and dealings in the Open 8:00am on 5 October
Offer Shares expected to commence on AIM
------------------------
Expected date for crediting of the Open Offer 5 October
Shares in uncertificated form to CREST stock
options
------------------------
Expected date of dispatch of share certificates Within 10 business days
in respect of the Open Offer Shares
------------------------
Expected date of dispatch of warrant certificates Within 10 business days
------------------------
The dates set out in the Expected Timetable of Principal Events
above and in the Circular may be adjusted by the Company in which
event details of the new dates will be notified to AIM and, where
appropriate, to Shareholders. All references to time are to the
time in London, England.
For further information, please contact:
+44 (0)20 3988
C ity of London Group plc 6501
Michael Goldstein, Chief Executive Officer +44 (0)20 3988
Ben Peters, Director of Investor Relations 6500
Peel Hunt LLP (Nominated Adviser
and Joint Broker) +44 (0)20 7418 8900
James Britton, Rishi Shah
For media enquiries, please contact:
Heather Armstrong heather.armstrong@tavistock.co.uk
Tim Pearson / 07929-116860
Or email colg@tavistock.co.uk
APPIX
THIS APPIX DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
ORDINARY SHARES OR WARRANTS OF CITY OF LONDON GROUP PLC. ANY OFFER
THAT MAY BE MADE WILL BE MADE PURSUANT TO THE CIRCULAR (AND THE
TERMS AND CONDITIONS CONTAINED THERIN) WHICH IS EXPECTED TO BE
DISPATCHED TO QUALIFYING SHAREHOLDERS ON 14 SEPTEMBER 2021.
THE FOLLOWING DETAILS OF THE OPEN OFFER ARE PROVIDED FOR
INFORMATION ONLY. QUALIFYING SHAREHOLDERS TO WHOM AN OFFER IS MADE
UNDER THE CIRCULAR MUST READ THE CIRCULAR IN WHOLE. THE CIRCULAR IS
EXPECTED TO BE DISPATCHED ON OR AROUND 14 SEPTEMBER 2021.
DEFINED TERMS IN THE APPIX
Term Definition
"Act" the UK Companies Act 2006, as amended;
"Admission" the admission of the Open Offer Shares to
trading on AIM becoming effective in accordance
with the AIM Rules for Companies;
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules for Companies" the rules which set out the obligations
and responsibilities in relation to companies
whose shares are admitted to AIM as published
by the London Stock Exchange from time to
time;
"Application Form" the application form for use in the Open
Offer;
"Articles of Association" the articles of association of the Company
as at the date of the Circular;
"Board" the board of directors of the Company for
the time being;
"Business Day" a day other than a Saturday, Sunday or public
holiday on which banks are open for commercial
business in the City of London;
"Certificated" or "in a share or other security recorded on the
Certificated Form" relevant register of the relevant company
as being held in certificated form and title
to which may be transferred by means of
a stock transfer form;
"Circular" the circular to be dispatched to Qualifying
Shareholders on or around 14 September 2021
under which the Open Offer is made, and
subject to the terms and conditions as set
out in that circular;
"Company" or "COLG" City of London Group plc, a company registered
in England and Wales with registered number
01539241;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as also defined in the
CREST Regulations);
"CREST Manual" the rules governing the operation of CREST
as published by Euroclear;
"CREST Member" a person who has been admitted to CREST
as a system-member (as defined in the CREST
Manual);
"CREST Participant" a person who is, in relation to CREST, a
system-participant (as defined in the CREST
Regulations);
"CREST payment" shall have the meaning given in the CREST
Manual;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended;
"CREST sponsor" a CREST participant admitted to CREST as
a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a sponsored
member;
"Directors" the directors of the Company at the date
of the Circular;
"Enlarged Ordinary Share the issued share capital of the Company
Capital" upon Admission, comprising the Existing
Ordinary Share Capital, the Subscription
Shares, the new Ordinary Shares to be issued
to the trustee of the Company's EBT and
the Open Offer Shares;
"Euroclear" Euroclear UK & Ireland Limited;
"Excess Application the arrangement under which Qualifying Shareholders
Facility" may apply for Open Offer Shares in excess
of their Open Offer Entitlement provided
that they have agreed to take up their Open
Offer Entitlement in full and which may
be subject to scaling back in accordance
with the provisions of the Circular;
"Excess CREST Open Offer in respect of a Qualifying CREST Shareholder,
Entitlement" the entitlement (in addition to their Open
Offer Entitlement) to apply for Open Offer
Shares, credited to their stock account
in CREST, under the Excess Application Facility,
which is conditional on such Qualifying
CREST Shareholder agreeing to take up its
Open Offer Entitlement in full and which
may be subject to scaling back in accordance
with the provisions of the Circular;
"Excess Shares" the Open Offer Shares for which Qualifying
Shareholders may apply under the Excess
Application Facility;
"Existing Ordinary Shares" the Ordinary Shares in issue as at the date
of the Circular;
"Existing Ordinary Share the issued ordinary share capital of the
Capital" Company at the date of the Circular, comprising
85,879,913 Ordinary Shares;
"FCA" the United Kingdom Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000
of the United Kingdom, as amended;
"General Meeting" the general meeting of the Company, held
at 10.00 a.m. on 8 September 2021;
"Group" a company and its subsidiary undertakings
from time to time;
"Issue Price" 60 pence being the price at which the Open
Offer Shares are to be issued;
"Lapse Date" the date on which an Open Offer Warrant
lapses, being the date that is 3 years after
the issue of the Open Offer Warrant;
"London Stock Exchange" London Stock Exchange plc;
"MBIL" Max Barney Investments Limited, a company
registered in England and Wales with registered
number 10890765;
"Official List" the official list of the UKLA;
"Open Offer" the invitation under the Circular to Qualifying
Shareholders to subscribe for Open Offer
Shares at the Issue Price on the terms of
and subject to the conditions set out or
referred to in Part III of the Circular.
"Open Offer Entitlement" with respect to each Qualifying Shareholder,
the pro rata entitlement to apply to subscribe
for 1 Open Offer Share for every 7.6 Existing
Ordinary Shares held by them on the Record
Date pursuant to the Open Offer;
"Open Offer Shares" up to 11,299,988 new Ordinary Shares which
are the subject of the Open Offer;
"Open Offer Warrants" up to 5,649,994 warrants to subscribe for
new Ordinary Shares at a price of 69 pence
with a 3 year exercise period, to be issued
to Qualifying Shareholders participating
in the Open Offer on the basis of one Open
Offer Warrant for every two Open Offer Shares
subscribed under the Open Offer;
"Ordinary Shares" ordinary shares of 2 pence each in the share
capital of the Company;
"Overseas Shareholders" Shareholders who are resident in, or who
are citizens of, or who have registered
addresses in, territories other than the
United Kingdom;
"Panel" the UK Panel on Takeovers and Mergers;
"Peel Hunt" Peel Hunt LLP, the Company's nominated adviser
and broker;
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary
Shares on the register of members of the
Company on the Record Date are held in uncertificated
form on CREST;
"Qualifying Non-CREST Qualifying Shareholders whose Existing Ordinary
Shareholders" Shares on the register of members of the
Company on the Record Date are held in certificated
form;
"Qualifying Shareholders" holders of Existing Ordinary Shares on the
register of members of the Company on the
Record Date for the Offer (other than certain
Overseas Shareholders);
"Receiving Agent" Link Group, Corporate Actions;
"Record Date" close of business on 10 September 2021,
the time on which Qualifying Shareholders
must be shown on the register of members
of the Company to be eligible to participate
in the Open Offer;
"Registrar" Link Group, 10th Floor, Central Square,
29 Wellington Street, Leeds LS1 4DL;
"Restricted Jurisdiction" each and any of Australia, Canada, Japan,
the United States, the Republic of Ireland
and the Republic of South Africa;
"Securities Act" the United States Securities Act of 1933,
as amended from time to time;
"Shareholders" the persons who are registered as holders
of the Ordinary Shares;
"Sterling" or "GBP" the legal currency of the UK;
"Subscription Admission" admission of the Subscription Shares to
trading on AIM becoming effective in accordance
with the AIM Rules for Companies;
"Subscription" the subscriptions for the Subscription Shares
and the issue of the Subscription Warrants
pursuant to the capital raise announced
on 23 August 2021;
"Subscription Shares" the 18,916,667 new Ordinary Shares to be
issued pursuant to the Subscriptions;
"Subscription Warrants" the 9,458,333 Warrants to be issued to PV27
and MBIL in connection with the Subscriptions;
"Takeover Code" or the UK City Code on Takeovers and Mergers;
"City Code"
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"UKLA" the United Kingdom Listing Authority, being
the FCA acting in its capacity as the competent
authority for the purposes of Part VI of
FSMA;
"Uncertificated" or a share or other security recorded on the
"in Uncertificated Form" relevant register of the relevant company
concerned as being held in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST;
"US" or "United States" the United States of America, its territories
and possessions and any states of the United
States of America; and
"Warrants" the warrants to subscribe for new Ordinary
Shares at an exercise price of 69 pence
per share, being either the Subscription
Warrants or the Open Offer Warrants (as
the context requires).
PART A - SUMMARY OF THE OPEN OFFER
Details of the Open Offer
Qualifying Shareholders will be offered the opportunity to apply
for Open Offer Shares on the basis of:
1 Open Offer Share for every 7.6 Existing Ordinary Shares
held
Qualifying Shareholders are being offered the opportunity to
apply for additional Shares in excess of their Open Offer
Entitlement to the extent that other Qualifying Shareholders do not
take up their Open Offer Entitlement in full. In the event that
applications under the Open Offer are received in excess of the
11,299,988 Open Offer Shares available, excess applications will be
scaled back pro rata to Qualifying Shareholders' existing
shareholdings.
In addition, successful applicants under the Open Offer will be
issued with Open Offer Warrants, being warrants to subscribe for
new Ordinary Shares. The Open Offer Warrants are exercisable within
3 years of issuance (on a monthly basis) at a price of 69 pence per
Ordinary Share. The Open Offer Warrants will be issued on the basis
of 1 Warrant for every 2 Open Offer Shares successfully
subscribed.
At the General Meeting, shareholders approved the allotment of
the Open Offer Shares and new Ordinary Shares that may be issued
upon exercise of the Open Offer Warrants. However, the Open Offer
is conditional on admission of the Open Offer Shares to trading on
AIM becoming effective in accordance with the AIM Rules for
Companies ( Admission ). It is expected that Admission will occur
and dealings in the Open Offer Shares will commence on 5 October
2021. If such condition is not fulfilled on or before 8.00 am on 5
October 2021 (or such later date as the Company may reasonably
decide) application monies are expected to be returned without
interest and any Open Offer Entitlements and Excess CREST Open
Offer Entitlements admitted to CREST will be disabled.
Assuming full take-up under the Open Offer, the issue of the
Open Offer Shares will raise gross proceeds of approximately
GBP6.78 million for the Company. The Open Offer Shares will, upon
issue, rank pari passu in all respects with the Company's existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
Holdings of Existing Ordinary Shares in certificated and
uncertificated form will be treated as separate holdings for the
purpose of calculating entitlements under the Open Offer, as will
holdings under different designations and in different
accounts.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. Accordingly, Qualifying Non-CREST Shareholders
should note that their Application Forms are not negotiable
documents and cannot be traded. Qualifying Non-CREST Shareholders
should note that applications in respect of Open Offer Entitlements
(or Excess Shares) may only be made by the Qualifying Non-CREST
Shareholder originally entitled, or by a person entitled by virtue
of a bona fide market claim in accordance with paragraph 3.1(b) of
Part III of the Circular.
Excess Application Facility
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Open Offer
Entitlement in full, to apply for Excess Shares.
Qualifying Non-CREST Shareholders who wish to apply to acquire
more than their Open Offer Entitlement should complete the relevant
sections on the Application Form. Qualifying CREST Shareholders
will have Excess CREST Open Offer Entitlements credited to their
stock account in CREST and should refer to paragraph 3.2(g) of Part
III of the Circular for information on how to apply for Excess
Shares pursuant to the Excess Application Facility. Excess Shares
will be available only and to the extent that applications by other
Qualifying Shareholders are not made or are made for less than
their Open Offer Entitlements. Once subscriptions by Qualifying
Shareholders under their respective Open Offer Entitlements have
been satisfied, such applications for Excess Shares will be scaled
back pro rata to the number of Excess Shares applied for by
Qualifying Shareholders under the Excess Application Facility.
Application will be made for the Open Offer Entitlements and
Excess CREST Open Offer Entitlements in respect of Qualifying CREST
Shareholders to be admitted to CREST. It is expected that such Open
Offer Entitlements and Excess CREST Open Offer Entitlements will be
admitted to CREST at 8.00 a.m. on 15 September 2021. Applications
through the means of the CREST system may only be made by the
Qualifying CREST Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
Qualifying Non-CREST Shareholders will receive an Application
Form with the Circular which sets out their entitlement to Open
Offer Shares as shown by the number of Open Offer Entitlements
allocated to them. Qualifying Non-CREST Shareholders should note
that the Application Form is not a negotiable document and cannot
be traded.
For Qualifying Non-CREST Shareholders, completed Application
Forms, accompanied by full payment, should be returned by post or
by hand (during normal business hours only) to Link Group,
Corporate Actions, 10th Floor, Central Square, 29 Wellington
Street, Leeds LS1 4DL so as to arrive as soon as possible and in
any event so as to be received no later than 11.00 a.m. on 28
September 2021. For Qualifying CREST Shareholders the relevant
CREST instructions must have been settled as explained in the
Circular by no later than 11.00 a.m. on 28 September 2021.
If applications are made for less than all of the Open Offer
Shares available, then the lower number of Open Offer Shares will
be issued, and any outstanding Open Offer Entitlements will
lapse.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Parts III and IV of the
Circular.
Warrants to subscribe for Ordinary Shares
The Open Offer Warrants will be issued to successful applicants
under the terms of the Open Offer on the basis of 1 Warrant for
every 2 Open Offer Shares subscribed provided that any fractional
entitlements shall be ignored. The maximum number of Open Offer
Warrants that may be issued under the Open Offer (and corresponding
Ordinary Shares to be allotted pursuant to the exercise of the
Warrants) is 5,649,994.
The Open Offer Warrants will be exercisable at the subscription
price of 69 pence per Ordinary Share on a monthly basis until the
Lapse Date and if not exercised prior to that date shall lapse. The
minimum number of Warrants that may be exercised at any one time is
1,000 Warrants (or, if the holder holds less than 1,000 Warrants,
the entire lesser amount).
No exercise of the Open Offer Warrants shall be permitted where
such exercise would result in any person or persons acquiring or
increasing control of the Company within the meaning given in
sections 181 and 182 of the FSMA, without the relevant regulatory
approval of such acquisition or increase of control having first
been obtained and not having expired prior to such exercise.
The Open Offer Warrants will be exercisable immediately from the
date of issue but will not be listed or admitted to trading.
Definitive certificates in respect of the Warrants are expected to
be dispatched within 10 Business Days of 5 October 2021.
Upon exercise of the Open Offer Warrants, the resulting new
Ordinary Shares will be credited as fully paid and will rank pari
passu in all respects with the Company's existing Ordinary Shares
including the right to receive all dividends and other
distributions declared, made or paid after their date of issue.
Admission to AIM and dealings in the Open Offer Shares
The Ordinary Shares are admitted to trading on AIM, a market
operated by the London Stock Exchange. AIM is a market designed
primarily for emerging or smaller companies to which a higher
investment risk tends to be attached than to larger or more
established companies. AIM securities are not admitted to the
Official List of the UK Listing Authority.
The Open Offer is conditional on Admission. Applications will be
made for the Open Offer Shares to be admitted to trading on AIM.
The Ordinary Shares are not traded on any other recognised
investment exchange and no application has been, or will be, made
for the Open Offer Shares or the Existing Ordinary Shares to be
admitted to trading on any other recognised trading exchange. It is
expected that Admission of the Open Offer Shares will become
effective and that dealings in the Open Offer Shares will commence
on AIM on or around 8.00am 5 October 2021.
Undertakings in relation to the Open Offer
As participants under the Subscription, each of PV27 and MBIL
has undertaken that they shall not subscribe for any of their
pro-rata entitlement to Open Offer Shares, so that other
shareholders of the Company will have a greater opportunity to
apply to subscribe for shares over and above their pro-rata
entitlements. Substantial shareholder DV4 Limited has also provided
an undertaking not to subscribe for its pro-rata entitlement under
the Open Offer.
Use of funds raised under the Open Offer
In line with the Company's strategy to establish a new UK SME
bank via its subsidiary Recognise Bank Limited (" Recognise "), the
proceeds of the capital raised under the Open Offer (after costs)
will be used to meet capital requirements and lift deposit
restrictions in order to obtain the full authorisation of Recognise
Bank by the Prudential Regulation Authority (" PRA "). This in turn
will enable Recognise to offer retail savings products to both
personal and business customers.
The development of Recognise is central to the Company's
strategy and in part addresses the funding gap experienced by
underserved UK SMEs. As announced in November 2020, Recognise was
granted Authorisation with Restrictions (" AwR ") by the PRA, one
of the first banks to be authorised post pandemic.
PART B - RISK FACTORS
RISKS RELATING TO AN INVESTMENT IN THE ORDINARY SHARES
General risks
An investment in the Company is only suitable for investors
capable of evaluating the risks and merits of such investment who
have sufficient resources to bear any loss that may result from the
investment. A prospective investor should consider with care
whether an investment in the Company is suitable for them in light
of their personal circumstances and the financial resources
available to them. Investors are therefore strongly recommended to
consult an investment adviser authorise under FSMA, or such other
similar body in their jurisdiction, who specialises in advising on
investments in this nature before making their decision to
invest.
Investment in the Company should not be regarded as short term
in nature. There can be no guarantee that any appreciation in the
value of the Company's investments will occur or that the
commercial objectives of the Company will be achieved. Investors
may not get back the full amount initially invested.
The prices of shares and the income derived from them can go
down as well as up. Past performance is not necessarily a guide to
the future.
Volatility of share price
The trading price of the Ordinary Shares may be subject to wide
fluctuations in response to a number of events and factors, such as
variations in operating results, announcements of innovations or
new services by the Enlarged Group or its competitors, changes in
financial estimates and recommendations by securities analysts, the
share price performance of other companies that investors may deem
comparable to the Company, news reports relating to trends in the
Company's markets, large purchases or sales of Ordinary Shares,
liquidity (or absence of liquidity) in the Ordinary Shares,
currency fluctuations, legislative or regulatory changes and
general economic conditions. These fluctuations may adversely
affect the trading price of the Ordinary Shares, regardless of the
Company's performance.
The following factors, in addition to other risks described
within this section, may have a significant effect on the market
price of the Ordinary Shares:
-- Variations in operating results;
-- Actual or anticipated changes in the estimates of operating
results or changes in stock market conditions
-- Analyst recommendations regarding the Ordinary Shares, other
comparable companies or the industry generally;
-- Market conditions in the industry, the industries of customers and the economy as a whole;
-- Changes in the market valuation of similar companies;
-- Trading volume of the Ordinary shares; and
-- Adoption or modification of regulations, policies, procedures
or programs applicable to the Group's business. In addition, if the
stock market in general experience loss of investor confidence, the
trading price of the Ordinary Shares could decline for reasons
unrelated to the Group's business, financial condition or operating
results. The trading price of the Ordinary Shares might also
decline in reaction to events that affect other companies in the
industry, even if such events do not directly affect the Group.
Each of these factors, among others, could harm the value of the
Ordinary Shares.
Future sales of Ordinary Shares could adversely affect the price
of the Ordinary Shares
There can be no assurance that the Company, the Directors or
other Shareholders will not elect to sell their Ordinary Shares in
the future. The sale of a significant number of Ordinary Shares in
the public market, or the perception that such sales may occur,
could materially adversely affect the market price of the Ordinary
Shares. Sales by the Company's existing Shareholders could also
make it more difficult for the Company to sell equity securities in
the future at a time and price that it deems appropriate.
Dilution of Shareholders' interests as a result of additional
equity fundraising
The Company may need to raise additional funds in the future to
finance, among other things, working Capital, expansion of the
Group, new acquisitions or the development of new products. If
additional funds are raised through the issuance of new equity or
equity-linked securities of the Company other than on a pro rata
basis to existing Shareholders, the percentage ownership of the
existing Shareholders may be reduced. Shareholders may also
experience subsequent dilution and/or such securities may have
preferred rights, options and pre-emption rights senior to the
Ordinary Shares. The Company may also issue shares as consideration
shares on acquisitions or investments which would also dilute
Shareholders' respective shareholdings.
Dividends
There can be no assurance as to the level of future dividends.
The declaration, payment and amount of any future dividends of the
Company are subject to the discretion of the Shareholders or, in
the case of interim dividends to the discretion of the Directors,
and will depend upon, among other things, the Company's earnings,
financial position, cash requirements, availability of profits and
distributable reserves, as well as provisions for relevant laws or
generally accepted accounting principles from time to time.
There can be no assurance that the Company will declare and pay,
or have the ability to declare and pay, any dividends in the
future.
RISKS RELATING TO THE GROUP AND ITS BUSINESS
Regulatory compliance
The Company operates, and the Group will operate, in a regulated
industry. Several members of the Company's Group are authorised by
the FCA to perform a number of regulated activities, and Recognise
Bank Limited is authorised and regulated by the PRA to take
deposits with restrictions.
The Group employs individuals who have experience of working in
these regulated environments, and where appropriate will seek
advice on its ongoing compliance obligations on a regular
basis.
However, there is a risk that the Group may not be fully
compliant with its obligations at all times and any non-compliance
could subject the Group to fines, censure or a cancellation or
variation of its permissions, any of which could have material
adverse consequences for the continuation of its business in the
future.
Competition
There may be existing or new competitors entering the Group's
market segment with larger resources, greater market presence,
better name recognition, economies of scale or a lower cost base
than the Group. They could seek to copy or improve on the Group's
business strategy which could adversely affect the Group's market
shares.
Future funding requirements
In the longer term, the Group may need to raise additional
funding to undertake development of future products or to expand
the business. There is no certainty that this will be possible at
all or that it will be possible on acceptable terms. In addition,
the terms of any such financing may be dilutive to, or otherwise
adversely affect Shareholders.
Attraction and retention of key management and employees
The successful operation of the Group will depend partly upon
the performance and expertise of its current and future management
and employees. The loss of the services of certain of these members
of the Group's key management or employees or the inability to
identify, attract and retain a sufficient number of suitably
skilled and qualified employees may have a material adverse effect
on the Group. Expansion of the Group may require considerable
management time which may in turn inhibit management's ability to
conduct the day to day business of the Company.
Credit Risk
Credit risk is the risk that a borrower fails to pay the
interest or to repay the capital on the Group's loans and
receivables, thereby giving rise to the Group incurring a financial
loss on that borrower's account. The Group aims to manage the
impact on profitability from defaults within a Board approved risk
appetite through a prudent and stringent underwriting policy and
case management when customers are in difficulty. It is exposed to
the risk that customers owing the Group money will not fulfil their
obligations. An increase in defaults among its customers may have a
material adverse effect on the Group's performance. The Group
regularly reviews its lending criteria as well as its credit
exposure to all customers. However, default risk may arise from
events which are outside the Group's control, primarily customer
performance due to factors such as loss of employment, family
circumstances, illness, business failure, adverse economic
conditions or fraud.
The Group intends to focus its lending on its specific areas of
expertise and continually stresses its portfolio to test
resilience. The majority of the Group's lending is secured by
tangible assets and amortised over the life of the assets. The
credit risk from concentration is limited due to the size of the
counterparty exposures, the loan amount, property type, business
sector and geographical spread. In order to ensure that arrears are
minimised, emphasis is placed on retaining a diversified portfolio,
using prudent underwriting methods and resisting the inclination to
increase credit risk in the quest for increased volumes of new
business.
Capital Risk
Capital risk is the risk that the Group will have insufficient
capital resources to support the business. The Group is subject to
capital adequacy requirements. If the Group fails to meet its
minimum regulatory capital requirements, this may result in
corrective action or sanctions against it which could adversely
impact its business and, in particular, its reputation. The Group
may also experience increased requirements for capital as a result
of new regulations.
A capital exposure arises when the Group has insufficient
capital resources to support its strategic objectives and plans.
This could arise due to the depletion of its capital resources, as
a crystallisation of any risk to which it is exposed or an
inability to raise capital.
The Group aims to maintain a sufficient level of capital above
the total regulatory capital requirement and CRDIV capital buffers
as detailed in the internal capital adequacy assessment process
('ICAAP').
The Group intends to monitor closely and regularly its capital
and leverage ratios to ensure that it meets current and future
regulatory requirements. It has supportive major shareholders who
have participated in previous capital raisings, and is able to
accumulate additional capital through profits and by raising new
equity as a listed company on a recognised stock exchange. The
Group is able to manage the demand for capital through management
actions including adjusting its lending strategy and regularly
conducts stress tests and sensitivity analyses on a forward-looking
basis.
Effective management of the Group's capital is critical to its
ability to operate its business and to pursue its strategy. The
Directors set the Group's internal target amount of capital by
taking account of its own assessment of the risk profile of the
business, market expectations and regulatory requirements. If
regulatory requirements as to capital levels increase, the Group
may be required to increase its capital ratios. The Group may also
need to increase its capital level in response to changing market
conditions or expectations. If the Group is unable to increase its
capital in response, it may no longer comply with regulatory
requirements or satisfy market expectations related to its capital
strength and, as a result, its business, financial condition, and
results of operations and prospects may be adversely impacted. Any
change that limits the Group's ability to effectively manage its
capital (including, for example, reductions in profits and retained
earnings as a result of credit losses, write-downs or otherwise,
increases in risk-weighted assets, delays in the disposal of
certain assets, or the inability to raise capital or funding
through wholesale markets as a result of market conditions or
otherwise) could have a material adverse effect on its business,
financial condition, results of operations, liquidity and/or
prospects.
Liquidity and funding risk
Liquidity and funding risk is the risk that the Group is not
able to fund new business originations or meet cash flow or
collateral obligations as they fall due without adversely affecting
either its daily operations or its financial health. The Group
intends at all times to maintain liquidity resources that are
adequate, both as to amount and quality, to ensure that there is no
significant risk that its liabilities cannot be met as they fall
due.
The Group manages liquidity so that the Group can at all times
meet its liabilities as they fall due in a scenario consistent with
its standard pillar 1 and pillar 2 internal liquidity adequacy
assessment process ("ILAAP") stress tests.
The Group seeks to manage the tenor of its funding so as to
reduce liquidity risk.
The Group maintains its liquidity resources in the form of
high-quality liquid assets ("HQLA"). It is intended that the amount
of these will, at all times, exceed the minimum required by the
Overall Liquidity Adequacy Rule ('OLAR') and liquidity risk
tolerance. The Group carries out forward modelling to identify
liquidity mismatches.
Market and interest rate risk
Market risk is the risk of losses in on- and off-balance sheet
positions arising from adverse movements in market prices.
The principal market risk to which the Group is exposed is
Interest rate risk, the risk that the Group will be adversely
affected by changes in the absolute level of interest rates, in the
spread between two rates, in the shape of the yield curve or in any
other interest rate relationship.
The Group manages the adverse impact on the Net Interest Margin
caused by an increased cost of variable rate borrowings within
Board approved interest rate risk limits. This includes the use of
fixed rate funding.
To the extent that the Group's receivables may not be matched by
deposits and borrowings at fixed rates the Group will be exposed to
the risks of changes in market interest rates and might incur
higher interest costs than anticipated which may have an adverse
effect on the Group's profitability.
The Group does not trade wholesale financial instruments and
therefore does not have a trading book. The Group does not operate
in denominations other than sterling, and has no foreign exchange
risk.
Operational risk including in the event of a failure of IT
systems
Operational risk is the risk of loss arising from inadequate or
failed controls or processes, people and systems or from external
events. The Group maintains a strong internal control environment
to mitigate operational risk which is inherent to its business
activities and to minimise the financial impact of operational risk
arising from risks such as IT disruption, human error, a breakdown
of procedures, non-compliance with policy and internal or external
fraud.
The principal operational risks which may result in financial
loss, disruption or damage to the reputation of the Group include
inability to continue or resume services to customers as a result
of a disruption to business or IT system failures, cyber risks
associated with malicious attacks on the confidentiality or
integrity of electronic data, and external fraud arising from the
act of deception or omission, including identity fraud and asset
conversion. Any weakness in the Group's IT systems or operational
processes could have an adverse effect on its ability to operate
its business and meet customer needs.
The Group reviews IT system architecture to ensure systems are
resilient and that the confidentiality, integrity and availability
of critical systems and information assets are protected against
cyber-attacks. It has invested in the protection of customer
information, including limiting access to key systems and enhancing
the security, durability and accessibility of critical
information.
The Group maintains a strong internal control environment and
adopts policies and procedures to detect and prevent the use of its
business for operational risk, fraud, money laundering,
facilitating tax evasion, bribery and activities prohibited by
legal and regulatory requirements.
Legal and regulatory matters
The Company is subject to an onerous degree of regulation or
legislation, and therefore, changes in or extensions of laws and
regulations affecting the industry in which the Company operates
and the rules of industry organisations could restrict or
complicate the Company's business activities, with the potential to
significantly increase compliance / legal costs.
PART C- SUMMARY OF THE TERMS AND CONDITIONS OF THE OPEN
OFFER
The information below constitutes a summary of the Terms and
Conditions of the Open Offer. The Terms and Conditions are set out
in full at Part III of the Circular, including information on how
applications and payments are to be made.
Introduction
The Open Offer provides an opportunity for Qualifying
Shareholders to apply for, in aggregate, up to 11,299,988 Open
Offer Shares pro rata (excepting fractional entitlements) to their
current holdings and, pursuant to the Excess Application Facility,
to apply for Excess Shares, in each case at the Issue Price in
accordance with the terms of the Open Offer set out in Part III of
the Circular . The Open Offer is not being underwritten.
In the event that applications for Open Offer are received in
excess of the 11,299,988 Open Offer Shares available, excess
applications will be scaled back pro rata to Qualifying
Shareholders' existing shareholdings. Any monies received in
respect of unsuccessful applications for Open Offer Shares as a
result of scale back will be promptly returned to Shareholders.
The Open Offer Shares will, when issued and fully paid, rank
equally in all respects with the Existing Ordinary Shares,
including the right to receive all dividends or other distributions
made, paid or declared, if any, by reference to a record date after
the date of their issue.
The Record Date for entitlements under the Open Offer for
Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders
is the close of business on 10 September 2021. Open Offer
Entitlements attach only to Existing Ordinary Shares held by
Qualifying Shareholders as at the Record Date. Application Forms
are expected to be posted to Qualifying Non-CREST Shareholders on
14 September 2021 and Open Offer Entitlements and Excess CREST Open
Offer Entitlements are expected to be credited to stock accounts of
Qualifying CREST Shareholders in CREST by 8.00 a.m. on 15 September
2021.
Subject to availability, the Excess Application Facility will
enable Qualifying Shareholders to apply for Excess Shares. For
Qualifying Non-CREST Shareholders, further details in relation to
the Excess Application Facility are set out in Part III of the
Circular and in the Application Form.
The latest time and date for payment in full under the Open
Offer and receipt of completed Application Forms or settlement of
relevant CREST instructions (as appropriate) is expected to be
11.00 a.m. on 28 September 2021 with Admission and commencement of
dealings in the Open Offer Shares expected to take place at 8.00
a.m. on 5 October 2021.
The Open Offer is conditional on Admission. It is expected that
Admission will occur and dealings in the Open Offer Shares will
commence on 5 October 2021. If such condition is not fulfilled on
or before 8.00 am on 5 October 2021 (or such later date as the
Company may reasonably decide) application monies are expected to
be returned without interest by crossed cheque in favour of the
applicant(s) (at the applicant's risk) by post as soon as
practicable after that date and any Open Offer Entitlements
admitted to CREST will be disabled. Any interest earned on the
application monies will be retained for the benefit of the
Company.
The Circular and, for Qualifying Non-CREST Shareholders only,
the Application Form contains the formal terms and conditions of
the Open Offer. Paragraph 3 of Part III of the Circular will give
details of the procedure for application and payment for the Open
Offer Shares including any Excess Shares applied for under the
Excess Application Facility.
Any Qualifying Shareholder who has sold or transferred all or
part of their registered holding(s) of Existing Ordinary Shares
prior to the close of business on 10 September 2021 is advised to
consult their stockbroker, bank or other agent through or to whom
the sale or transfer was effected as soon as possible since the
invitation to apply for Open Offer Shares under the Open Offer may
be a benefit which may be claimed from them by the purchasers under
the rules of the London Stock Exchange.
The Open Offer
Subject to the terms and conditions set out in the Circular
(and, in the case of Qualifying Non-CREST Shareholders, in the
Application Form), Qualifying Shareholders will be given the
opportunity to apply for any number of Open Offer Shares at the
Issue Price (payable in full on application and free of all
expenses) up to a maximum of their pro rata entitlement to their
holdings of Existing Ordinary Share as at the Record Date, payable
in full on application. Qualifying Shareholders' basic entitlements
shall be calculated on the basis of:
1 Open Offer Share for every 7.6 Existing Ordinary Shares
registered in the name of each Qualifying Shareholder on the
Record Date.
In the event that applications under the Open Offer are received
for an excess of the 11,299,988 Open Offer Shares available, excess
applications will be scaled back pro rata to Qualifying
Shareholders' existing shareholdings. Any monies received in
respect of unsuccessful applications for Open Offer Shares as a
result of scale back will be promptly returned to Shareholders.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of open Offer Shares and any fractional
entitlements to Open Offer Shares that would otherwise have arisen
will be aggregated and available under the Excess Application
Facility. Qualifying Shareholders may apply to subscribe for less
than their Open Offer Entitlement should they so wish. Qualifying
Shareholders are also being given the opportunity, provided they
take up any Open Offer Entitlement in full, to apply for Excess
Shares through the Excess Application Facility.
If applications under the Excess Application Facility are
received for more than the total number of Open Offer Shares
available following take up of Open Offer Entitlements, such
applications will be scaled back pro rata to the number of Excess
Shares applied for by Qualifying Shareholders under the Excess
Application Facility. Any monies received in respect of
unsuccessful applications for Excess Shares will be promptly
returned to Shareholders.
Paragraph 3.1(d) (Qualifying Non-CREST Shareholders) and 3.2(g)
(Qualifying CREST Shareholders) of Part III of the Circular will
set out further details of the Excess Application Facility.
Subject to any scale back, valid applications by Qualifying
Shareholders will be satisfied in full up to the maximum amount of
their individual Open Offer Entitlement (excluding any Excess
Shares applied for through the Excess Application Facility).
Holdings of Existing Ordinary Shares in certificated and
uncertificated form will be treated as separate holdings for the
purpose of calculating entitlements under the Open Offer, as will
holdings under different designations and in different
accounts.
To the extent that Qualifying Shareholders do not take up the
offer of Open Offer Shares under the Open Offer, their
proportionate ownership and voting interest in the Company will be
reduced and the percentage that their shareholdings represent of
the ordinary share capital of the Company will, following
Admission, be reduced accordingly. Qualifying CREST Shareholders
should note that, although the Open Offer Entitlements and Excess
CREST Open Offer Entitlements will be credited to CREST and be
enabled for settlement, applications in respect of the Open Offer
may only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim in accordance with paragraph 3.2(b) of Part III of the
Circular raised by CREST Claims Processing Unit.
Open Offer Shares not applied for under the Open Offer will not
be sold in the market for the benefit of those who do not apply
under the Open Offer and Qualifying Shareholders who are not
eligible to or do not apply to take up Open Offer Shares will have
no rights under the Open Offer nor receive any proceeds from
it.
Application will be made for the Open Offer Entitlements and the
Excess CREST Open Offer Entitlements to be credited to Qualifying
CREST Shareholders' CREST accounts. The Open Offer Entitlements and
the Excess CREST Open Offer Entitlements are expected to be
credited to CREST accounts by 8.00 a.m. on 15 September 2021.
The Existing Ordinary Shares are in registered form, are
admitted to trading on AIM and are not traded on any other
exchange. Open Offer Shares will also be in registered form, will
be issued credited as fully paid and will rank equally in all
respects with the issued Existing Ordinary Shares. Open Offer
Shares will be issued only pursuant to the Open Offer and, subject
as set out in Part III of the Circular, will not otherwise be
marketed or made available in whole or in part to the public.
Overseas Shareholders are referred to the section entitled
"Overseas Shareholders" set out in paragraph 6 of Part III of the
Circular.
Warrants to subscribe for Ordinary Shares
The Open Offer Warrants will be issued to successful applicants
under the terms of the Open Offer on the basis of 1 Warrant for
every 2 Open Offer Shares successfully subscribed provided that any
fractional entitlements shall be ignored.
The Open Offer Warrants will be exercisable at the subscription
price of 69 pence per new Ordinary Share on a monthly basis from
time to time until the Lapse Date and if not exercised prior to
that date shall lapse. The minimum number of Open Offer Warrants
that may be exercised at any one time is 1,000 Warrants (if a
holder holds less than 1,000 Warrants, then that entire lesser
amount).
No exercise of the Open Offer Warrants shall be permitted where
such exercise would result in any person or persons acquiring or
increasing control of the Company within the meaning given in
sections 181 and 182 of the FSMA, without the relevant regulatory
approval of such acquisition or increase of control having first
been obtained and not having expired prior to such exercise.
The Warrants will be exercisable immediately from the date of
issue but will not be listed or admitted to trading. Definitive
certificates in respect of the Warrants are expected to be
dispatched within 10 business days of 5 October 2021.
Procedure for Application and Payment
The action to be taken by Qualifying Shareholders in respect of
the Open Offer depends on whether, at the relevant time, a
Qualifying Non-CREST Shareholder has an Application Form in respect
of their Open Offer Entitlement, or a Qualifying CREST Shareholder
has Open Offer Entitlements credited to their CREST stock
account.
Qualifying Non-CREST Shareholders who hold all or part of their
Existing Ordinary Shares in certificated form will receive the
Application Form, enclosed with the Circular. The Application Form
will show the number of Existing Ordinary Shares held at the Record
Date. It will also show Qualifying Non-CREST Shareholders their
Open Offer Entitlement that can be allotted in certificated form.
Qualifying CREST Shareholders who hold all their Existing Ordinary
Shares in CREST will be allotted Open Offer Shares in CREST.
Qualifying Shareholders who hold part of their Existing Ordinary
Shares in uncertificated form will be allotted Open Offer Shares in
uncertificated form to the extent that their entitlement to Open
Offer Shares arises as a result of holding Existing Ordinary Shares
in uncertificated form. However, it will be possible for Qualifying
Shareholders to deposit Open Offer Entitlements into, and withdraw
them from, CREST. Further information on
deposit and withdrawal from CREST is set out in paragraph 3.2 of Part III in the Circular.
CREST sponsored members should refer to their CREST sponsor, as
only their CREST sponsor will be able to take the necessary action
specified in the Circular to apply under the Open Offer in respect
of the Open Offer Entitlements of such members held in CREST. CREST
members who wish to apply under the Open Offer in respect of their
Open Offer Entitlements in CREST should refer to the CREST Manual
for further information on the CREST procedures referred to in the
Circular.
Qualifying Shareholders wishing to take up or apply for Open
Offer Shares under the Open Offer should refer to the Circular for
detailed instructions as to application and payment.
Qualifying Shareholders who do not want to take up or apply for
Open Offer Shares under the Open Offer should take no action and
(if a Qualifying Non-CREST Shareholder) should not complete or
return the Application Form.
No Public Offering
The Company has not taken, nor will take, any action in any
jurisdiction that would permit a public offering of Open Offer
Shares or Open Offer Warrants.
Overseas Shareholders
General
The distribution of the Circular and making of the Open Offer to
Overseas Shareholders may be affected by the laws or regulatory
requirements of the relevant jurisdiction. Overseas Shareholders
who are in any doubt in this respect should consult their
professional advisers. No person receiving a copy of the Circular
and/or an Application Form and/or receiving a credit of Open Offer
Entitlements and/or Excess CREST Open Offer Entitlements to a stock
account in CREST in any territory other than the United Kingdom may
treat the same as constituting an invitation or offer to them, nor
should they in any event use such Application Form or credit of
Open Offer Entitlements or Excess CREST Open Offer Entitlements to
a stock account in CREST, unless, in the relevant territory, such
an invitation or offer could lawfully be made to them or such
Application Form or credit of Open Offer Entitlements or Excess
CREST Open Offer Entitlements to a stock account in CREST could
lawfully be used without contravention of any legislation or other
local regulatory requirements. Receipt of the Circular and/or an
Application Form or the crediting of Open Offer Entitlements and/or
Excess CREST Open Offer Entitlements to a stock account in CREST
does not constitute an invitation or offer to Overseas Shareholders
in the territories in which it would be unlawful to make an
invitation or offer and in such circumstances they are sent for
information only. It is the responsibility of any person receiving
a copy of the Circular and/or an Application Form and/or receiving
a credit of Open Offer Entitlements and/or Excess CREST Open Offer
Entitlements to a stock account in CREST to satisfy themselves as
to the full observance of the laws and regulatory requirements of
the relevant territory in connection with any application for Open
Offer Shares, including obtaining any governmental or other
consents which may be required or observing any other formalities
required to be observed in such territory and paying any issue,
transfer or other taxes due in such other territory.
Persons (including, without limitation, stockbrokers, banks and
other agents) receiving an Application Form and/or receiving a
credit of Open Offer Entitlements and/or Excess CREST Open Offer
Entitlements to a stock account in CREST should not, in connection
with the Open Offer, distribute, communicate or send the
Application Form or credit of Open Offer Entitlements and/or Excess
CREST Open Offer Entitlements in a stock account in CREST into (or
to any person subject to the laws of) any Restricted Jurisdictions
or any other jurisdiction where to do so would or might contravene
local securities laws or regulations.
If an Application Form or a credit of Open Offer Entitlements
and/or Excess CREST Open Offer Entitlements to a stock account in
CREST is received by any person in any such jurisdiction or by the
stockbrokers, banks and other agents or nominees of such person,
they must not seek to take up the Open Offer Shares except under an
express written agreement with the Company. Any person who does
distribute, communicate or send an Application Form or credit of
Open Offer Entitlements and/or Excess CREST Open Offer Entitlements
in a stock account in CREST into (or to any person subject to the
laws of) any jurisdiction outside the UK, whether under a
contractual or legal obligation or otherwise, should draw the
attention of the recipient to the contents of paragraph 6 of Part
III of the Circular. The Company will reserve the right to reject
an application to subscribe for Open Offer Shares under any Open
Offer Entitlement and/or Excess CREST Open Offer Entitlement,
submitted by or on behalf of any person, in any such jurisdiction,
or by or on behalf of any person who is acquiring Open Offer Shares
or Open Offer Warrants for resale in any such jurisdiction.
The Company will reserve the right in its absolute discretion to
treat as invalid any application for Open Offer Shares under the
Open Offer if it appears to the Company and its agents that such
application or acceptance of it may involve a breach of the laws or
regulations of any jurisdiction or if in respect of such
application the Company has not been given the relevant warranty
concerning overseas jurisdictions set out in the Application Form
or in the Circular, as appropriate.
All payments under the Open Offer must be made in Sterling.
United States
None of the Open Offer Shares, Open Offer Warrants the Open
Offer Entitlements or the Excess CREST Open Offer Entitlements have
been or will be registered under the US Securities Act or the laws
of any state or other jurisdiction of the United States and,
therefore, the Open Offer Shares, Open Offer Warrants and the Open
Offer Entitlements and the Excess CREST Open Offer Entitlements may
not be directly, or indirectly, offered for subscription or
purchase, taken up, sold, delivered, renounced or transferred in or
into the United States except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
Accordingly, the Company is not extending the Open Offer into
the United States and, subject to certain exceptions, none of the
Circular, the Application Forms or the crediting of Open Offer
Entitlements (or Excess CREST Open Offer Entitlements) to a stock
account in CREST constitutes or will constitute an offer or an
invitation to apply for an offer or an invitation to subscribe for
any Open Offer Shares or Open Offer Warrants in the United States.
Neither the Circular nor an Application Form will (unless an
address within the United Kingdom for services of notices has been
notified to the Company) be sent to, and no Open Offer Entitlements
(or Excess CREST Open Offer Entitlements) will be credited to, a
stock account in CREST of any Qualifying Shareholder with a
registered address in the United States. Subject to certain
exceptions, Application Forms sent from, or post-marked in, the
United States will be deemed to be invalid and all persons
subscribing for Open Offer Shares and Open Offer Warrants and
wishing to hold such Open Offer Shares and Open Offer Warrants in
registered form must provide an address for registration of the
Open Offer Shares and Open Offer Warrants outside the United
States.
Other Restricted Jurisdictions
Due to the restrictions under the securities laws of the
Restricted Jurisdictions and subject to certain exemptions,
Shareholders who have registered addresses in or who are resident
or ordinarily resident in, or citizens of, any Restricted
Jurisdiction will not qualify to participate in the Open Offer and
will not be sent an Application Form and no Open Offer Entitlements
or Excess CREST Open Offer Entitlements will be credited to their
CREST stock accounts.
The Open Offer Shares and Open Offer Warrants have not been and
will not be registered under the relevant laws of any Restricted
Jurisdiction or any of their states, provinces or territories and
may not be offered, sold, resold, delivered or distributed,
directly or indirectly in or into any Restricted Jurisdiction or
to, or for the account or benefit of, any person with a registered
address in, or who is resident or ordinarily resident in, or a
citizen of, any Restricted Jurisdiction except under an applicable
exemption.
No offer of Open Offer Shares or Open Offer Warrants is being
made by virtue of the Circular or the Application Forms into any
Restricted Jurisdictions.
Settlement and Dealings
The result of the Open Offer is expected to be announced on 29
September 2021. Application will be made to the London Stock
Exchange for Offer Shares to be admitted to trading on AIM. It is
expected that Admission of Open Offer Shares will become effective
and that dealings in Open Offer Shares will commence at 8.00 a.m.
on 5 October 2021. Open Offer Entitlements and Excess CREST Open
Offer Entitlements held in CREST are expected to be disabled in all
respects after 11.00 a.m. on 28 September 2021 (the latest date for
applications under the Open Offer). Subject to the satisfaction of
the Admission condition of the Open Offer, Open Offer Shares will
be issued in uncertificated form to those persons who submitted a
valid application for Open Offer Shares by utilising the CREST
application procedures and whose applications have been accepted by
the Company. Link Group will instruct Euroclear to credit the
appropriate stock accounts of such persons with such persons'
entitlements to Open Offer Shares with effect from the date of
Admission (expected to be 5 October 2021). The stock accounts to be
credited will be accounts under the same participant IDs and member
account IDs in respect of which the USE instruction was given.
For Qualifying Non-CREST Shareholders who have applied for Open
Offer Shares using an Application Form and whose application has
been accepted by the Company, share certificates for the Open Offer
Shares issued to such Qualifying Shareholders, are expected to be
dispatched by post within ten business days of Admission of Open
Offer Shares. No temporary documents of title will be issued.
Pending despatch of definitive share certificates, transfers of
relevant Open Offer Shares by such Qualifying Shareholders will be
certified against the register of members of the Company. All
documents or remittances sent by or to an applicant (or their agent
as appropriate) through the post are sent at the risk of the
applicant.
Qualifying CREST Shareholders should note that they will be sent
no confirmation of the credit of Open Offer Shares to their CREST
stock account nor any other written communication by the Company in
respect of the issue of Open Offer Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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END
IOEDZGMLVZDGMZM
(END) Dow Jones Newswires
September 13, 2021 02:00 ET (06:00 GMT)
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