TIDMGROW
RNS Number : 7190B
Draper Esprit PLC
14 June 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED,
AND IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN IRELAND) OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
This announcement contains inside information.
Draper Esprit plc
("Draper Esprit" or the "Company")
Proposed Placing and PrimaryBid Offer to raise gross proceeds of
c.GBP111 million
Further acceleration of investment strategy to capture a greater
share of technology investment opportunities
Introduction
Draper Esprit (AIM: GROW, Euronext Growth: GRW), a leading
venture capital firm investing in some of Europe's fastest growing
private technology companies, is pleased to announce its intention
to conduct a placing of new Ordinary Shares (the "Placing Shares")
of GBP0.01 each in the Company (the "Placing"). The proceeds of the
Placing will provide the Company with additional investment
firepower, reflecting the accelerating fundraising cadence of the
Company's investment portfolio and pipeline.
In addition to the Placing, there will be an offer made by the
Company on the PrimaryBid platform of up to 603,500 new Ordinary
Shares (the "PrimaryBid Shares") at the Placing Price (the
"PrimaryBid Offer"), to provide retail investors with an
opportunity to participate in the equity fundraise. A separate
announcement will be made shortly regarding the PrimaryBid Offer
and its terms. The PrimaryBid Offer is conditional on the Placing,
but the Placing is not conditional on the PrimaryBid Offer.
It is intended that 13,902,778 new Ordinary Shares will be
issued under the Placing and PrimaryBid Offer at a price of 800
pence per Placing Share (the "Placing Price"), raising gross
proceeds of c.GBP111 million. The Placing Price represents a
premium of c.7.7 per cent. to the last reported NAV per Ordinary
Share as at 31 March 2021 of 743 pence and a discount of c.4.6 per
cent. to the closing mid-market price of 839 pence per Ordinary
Share on 11 June 2021. Draper has separately announced today its
financial results for the year ended 31 March 2021. The total
number of Placing Shares and PrimaryBid Shares will represent c.10%
of the Company's existing issued share capital.
Certain directors of the Company, Martin Davis, Chief Executive
Officer, and Ben Wilkinson, Chief Financial Officer, intend to
participate in the Placing.
The Placing Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will be launched immediately
following this announcement. Numis and Goodbody are acting as Joint
Global Co-ordinators, Joint Bookrunners and Joint Corporate Brokers
in connection with the Bookbuild.
Enhanced investment opportunities
The Company believes there is a significant opportunity to
deploy further capital driven by a growing European venture capital
market and the post-pandemic shift towards technology and
digitalisation. As evidenced by today's earlier results
announcement, Draper Esprit has a proven track record of delivering
successful investments having deployed more than GBP550 million of
capital and realised over GBP300 million of investments since its
IPO in 2016.
European technology companies are typically remaining private
for longer, limiting public investment opportunities and investment
round sizes are increasing. Some of the best-performing European
technology companies, which include examples from the Company's
investment portfolio and pipeline, are increasingly accelerating
their fundraising cadence to capitalise on the technological and
behavioural trends catalysed by the pandemic, and the Board
believes that the Company should similarly maintain and potentially
accelerate further, its own investment cadence if it is to
capitalise fully on the current market opportunity.
Having already articulated a strategy of accelerating capital
deployment into high growth opportunities in its existing portfolio
and securing exciting new investment opportunities in its chosen
technology sectors, the Company is seeking to raise additional cash
resources to accelerate this strategy further. The Company
anticipates increasing its investment cadence to over GBP150
million per annum, increasingly leading rounds and taking larger
stakes while retaining investment discipline. The increase in
cadence to date is already evidenced by the deployment of GBP96
million by the Company in the six months to 31 March 2021, and a
further GBP48 million since that date. The Company has an
identified near and medium term pipeline of c.GBP150 million which,
combined with potential new opportunities, could support an annual
investment cadence of up to GBP200 million.
It is intended that the proceeds of the Placing will be deployed
as follows:
Direct follow
on and new * Direct follow-on opportunities which Draper Esprit
deal flow has already identified within its core portfolio and
emerging companies as well as new deal flow
Larger rounds
* As European technology companies continue to mirror
US investment trends, Draper Esprit wants to be able
to lead more often in larger rounds as a result of
its strong balance sheet and co-investment structure
------------------------------------------------------------
Fund of Funds
programme * Draper Esprit will continue to support seed funds
within the existing portfolio and identify other
strong seed fund teams to back across Europe
* This allows the Company to identify potential
dealflow opportunities from within its seed stage
portfolio
------------------------------------------------------------
PROPOSED MOVE TO THE PREMIUM SEGMENT OF THE MAIN MARKET
In line with the growth and maturity of the business, the
Company's intention is to move its listing to the Premium Segment
of the Official List and to trading on the London Stock Exchange's
Main Market as the Board believe this is the most appropriate
platform for the Company's continued future development. In
parallel, it is intended to move from the Euronext Growth market of
Euronext Dublin to the secondary listing segment of the Official
List of Euronext Dublin and to trading on the regulated market of
Euronext Dublin. Preparations to transfer the listings are well
advanced and the Company expects to complete the move within the
next couple of months.
Martin Davis, CEO Draper Esprit commented:
"The world has changed significantly over the past year and many
of the habits formed during the pandemic will determine how the
world operates in the future. We believe that technology will
transform the way we live and work and with the backing of
shareholders, we will be able to accelerate this change by
investing in the European entrepreneurs who are building the
future.
"By deploying more capital into our portfolio companies and new
investments, taking part in and leading larger rounds and
continuing to grow our fund of funds strategy, we will be able to
expand our platform even further. We can then reward a wider group
of investors who for so long have found it hard to invest in
fast-growing privately owned technology companies."
RESULTS FOR THE YEARED 31 MARCH 2021
Draper has separately announced today its financial results for
the year ended 31 March 2021. As at 31 March 2021, the Gross
Portfolio Value of the Group was GBP983.8 million and the NAV per
share was 743p with the core holdings (17 companies) representing
c. 68% of Gross Portfolio Value.
The Placing
Numis and Goodbody are acting as Joint Global Co-ordinators,
Joint Bookrunners and Joint Corporate Brokers in connection with
the Placing. The Placing is subject to the terms and conditions set
out in the Appendix to this announcement. It is intended that the
PrimaryBid Shares will be subscribed for on the basis of the terms
and conditions of the PrimaryBid Offer, rather than pursuant to the
terms and conditions of the Placing contained in the Appendix to
this Announcement.
The Placing Shares are being offered by way of the Bookbuild
which will be launched immediately following this announcement. The
timing of the closing of the Bookbuild and the final number and
allocation of Placing Shares to be issued at the Placing Price are
to be determined at the discretion of the Company and the Joint
Bookrunners. A further announcement will be made following the
closing of the Placing, confirming the final details of the
fundraising.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, each Joint
Bookrunner has agreed, subject to certain conditions, to use their
reasonable endeavours to place the Placing Shares at the Placing
Price.
The Placing Agreement contains certain warranties from the
Company in favour of the Joint Bookrunners in relation to, inter
alia, certain matters relating to the Company and its business. In
addition, the Company has agreed to indemnify the Joint Bookrunners
in relation to certain liabilities any of them may incur in respect
of the Placing. The Joint Bookrunners have the right to terminate
the Placing Agreement in certain circumstances prior to Admission
including, without limitation, in the event of a material breach by
the Company of its obligations under the Placing Agreement and the
occurrence of certain force majeure events or a material adverse
change in the financial condition of the Group.
In consideration for their services in relation to the Placing
and Admission and conditional upon completion of the Placing, the
Joint Bookrunners will be paid a commission based on the aggregate
value of the Placing Shares at the Placing Price.
Admission and dealings
Application has been made to the London Stock Exchange and the
Irish Stock Exchange (trading as Euronext Dublin) for the Placing
Shares and the PrimaryBid Shares to be admitted to trading on AIM
and Euronext Growth respectively. The Placing Shares and the
PrimaryBid Shares will, when issued, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid following Admission.
It is expected that Admission will become effective and that
dealings in the Placing Shares and the PrimaryBid Shares will
commence at 8.00 a.m. on 16 June 2021.
Enquiries
Draper Esprit plc
Martin Davis (Chief Executive Officer)
Ben Wilkinson (Chief Financial Officer) +44 (0)20 7931 8800
Numis Securities
Nominated Adviser, Joint Global Co-ordinator,
Joint Bookrunner, Joint Corporate Broker
Richard Thomas
Jamie Loughborough
Simon Willis +44 (0)20 7260 1000
Goodbody Stockbrokers UC
Euronext Growth Adviser, Joint Global
Co-ordinator
Joint Bookrunner, Joint Corporate Broker
Don Harrington
Charlotte Craigie
Linda Clarke +44 (0)20 3841 6202
Powerscourt (PR) +44 (0)7970 246 725
Elly Williamson /
Jane Glover +44 (0)7961 628 862
EXPECTED TIMETABLE
Announcement of the Placing 7.00 a.m. on 14 June
2021
Admission of Placing Shares and PrimaryBid 8.00 a.m. on 16 June
Shares 2021
Expected time and date for CREST accounts 8.00 a.m. on 16 June
to be credited in relation to the 2021
Placing Shares and PrimaryBid Shares
Despatch of definitive share certificates The week commencing 21
(where applicable) in relation to June 2021
the Placing Shares and Primary Bid
Shares expected by no later than
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to acquire or subscribe for, Ordinary
Shares in any jurisdiction where such offer or solicitation is
unlawful or would impose any unfulfilled registration,
qualification, publication or approval requirements on the Company
or the Joint Bookrunners. The offer and sale of Ordinary Shares has
not been and will not be registered under the applicable securities
laws of Canada, Australia, Japan, New Zealand or the Republic of
South Africa. Subject to certain exemptions, the Shares may not be
offered to or sold within Canada, Australia, Japan, New Zealand or
the Republic of South Africa or to any national, resident or
citizen of Canada, Australia, Japan, New Zealand or the Republic of
South Africa.
The Ordinary Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, 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 the securities laws of any state or other
jurisdiction of the United States. There will not be any public
offering of the Ordinary Shares in the United States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan or the
Republic of South Africa and, subject to certain exceptions, may
not be offered or sold within Australia, Canada, Japan or the
Republic of South Africa or to any national, resident or citizen of
Australia, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK and Ireland
may be restricted by law. No action has been taken by the Company
or the Joint Bookrunners that would permit (i) a public offer of
Ordinary Shares in any jurisdiction outside of the UK and Ireland
or (ii) possession of this announcement in any jurisdiction outside
the UK and Ireland, where action for that purpose is required.
Persons outside the UK and Ireland who come into possession of this
announcement should inform themselves about the distribution of
this announcement in their particular jurisdiction. Failure to
comply with those restrictions may constitute a violation of the
securities laws of such jurisdiction.
Members of the public are not eligible to take part in the
Placing. This announcement is directed only at persons who are: (a)
if in the United Kingdom, persons who are qualified investors,
being persons falling within the meaning of article 2(1)(e) of the
UK Version of Regulation (EU) 2017/1129 which is part of UK law
pursuant to the European Union (Withdrawal) Act 2018 and 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 (the "Order"); or (ii)
fall within article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order; or (b) if within
the United States, are both a qualified institutional buyer ("QIB")
and a qualified purchaser ("QP") or (c) are persons to whom they
may otherwise be lawfully communicated (all such persons in (a),
(b) and (c) together being referred to as "Relevant Persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This announcement does not itself
constitute an offer for sale or subscription of any securities in
the Company.
All offers of the Placing Shares in the UK will be made pursuant
to an exemption from the requirement to produce a prospectus.
Numis, which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the FCA and is acting as
nominated adviser to the Company for the purposes of the AIM Rules
and as Joint Corporate Broker to the Company in connection with the
Placing. Numis is not acting for, and will not be responsible to,
any person other than the Company for providing the protections
afforded to its customers or for advising any other person on the
contents of this announcement or on any transaction or arrangement
referred to in this announcement. Numis' responsibilities as the
Company's nominated adviser under the AIM Rules are owed solely to
the London Stock Exchange and are not owed to the Company, any
Director or to any other person. No representation or warranty,
express or implied, is made by Numis as to, and no liability is
accepted by Numis in respect of, any of the contents of this
announcement.
Goodbody, which is authorised and regulated by the Central Bank
of Ireland, is acting as Euronext Growth Adviser for the purposes
of the Euronext Growth Rules and Joint Corporate Broker to the
Company. Persons receiving this announcement should note that
Goodbody is acting exclusively for the Company in connection with
the Placing and is not acting for any other person and will not be
responsible to any person for providing the protections afforded to
customers of Goodbody or for advising any other person in
connection with the Placing. Goodbody's responsibilities as the
Company's Euronext Growth Adviser and Joint Corporate Broker under
the Euronext Growth Rules are owed solely to the Irish Stock
Exchange (trading as Euronext Dublin) and are not owed to any other
person. No representation or warranty, express or implied, is made
by Goodbody as to, and no liability is accepted by Goodbody in
respect of, any of the contents of this announcement.
FORWARD-LOOKING STATEMENTS
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "predict" or other
words of similar meaning. Examples of forward-looking statements
include, amongst others, statements regarding or which make
assumptions in respect of the planned use of the proceeds for the
Placing, the Group's liquidity position, the future performance of
the Group, future interest rates and currency controls, the Group's
future financial position, plans and objectives for future
operations and any other statements that are not historical fact.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances,
including, but not limited to, economic and business conditions,
the effects of continued volatility in credit markets,
market-related risks such as changes in interest rates and foreign
exchanges rates, the policies and actions of governmental and
regulatory authorities, changes in legislation, the further
development of standards and interpretations under IFRS applicable
to past, current and future periods, evolving practices with regard
to the interpretation and application of standards under IFRS, the
outcome of pending and future litigation or regulatory
investigations, the success of future acquisitions and other
strategic transactions and the impact of competition. A number of
these factors are beyond the Company's control. As a result, the
Company's actual future results may differ materially from the
plans, goals, and expectations set forth in the Company's
forward-looking statements. Any forward-looking statements made in
this announcement by or on behalf of the Company speak only as of
the date they are made. These forward-looking statements reflect
the Company's judgement at the date of this announcement and are
not intended to give any assurance as to future results. Except as
required by the FCA, the London Stock Exchange, the Irish Stock
Exchange (trading as Euronext Dublin), the AIM Rules, the Euronext
Growth Rules or applicable law, the Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within (a) PROD 3 of the FCA's Product Intervention and
Product Governance Sourcebook, (b) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (c)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (d) the local implementing measures
(together, the "Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the
Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business
Sourcebook, respectively, and MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
the Product Governance Requirements (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, the Joint
Bookrunners have only procured investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the Product Governance Requirements; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Appendix - Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN IRELAND) OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES
ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
THE UK PROSPECTUS REGULATION 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 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF
THE ORDER; OR (B) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) and (B) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION IN
IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY
OF THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"),
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT ("REGULATION S"))("U.S. PERSONS") EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY
(I) OUTSIDE OF THE UNITED STATES TO NON-U.S. PERSONS IN ACCORDANCE
WITH REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS
AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF INVESTORS
THAT ARE BOTH "QUALIFIED INSTITUTIONAL BUYERS" ("QIB") AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT AND "QUALIFIED PURCHASERS"
("QP") AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMED (THE "INVESTMENT COMPANY ACT"),
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED
STATES WILL BE MADE ONLY BY BROKER-DEALERS THAT ARE REGISTERED AS
SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMED (THE "EXCHANGE
ACT"). THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation or the UK Prospectus Regulation (as
applicable), (i) the Placing Shares acquired by it have not been
acquired on behalf of, nor have they been acquired with a view to
their offer or resale to, persons in any Member State of the EEA or
the UK other than Relevant Persons or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer
or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any Member State of the EEA or the UK other
than Relevant Persons, the offer of those Placing Shares to it is
not treated under the Prospectus Regulation or the UK Prospectus
Regulation as having been made to such persons;
3. except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any person on whose account it is acting) is (a) not a U.S. Person
and is located outside the United States and is acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or (b) is a dealer or other
professional fiduciary in the United States acting on a
discretionary basis for a non-U.S. Person in reliance on Regulation
S; or (c) if within the United States, is both a QIB and a QP;
and
4. it is not and is not acting for the account or benefit of a
person who is, a national of Canada, Australia, Japan or the
Republic of South Africa.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
This announcement has been prepared and issued by the Company
and is and will be the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by the Joint Bookrunners or any of their
respective directors, officers, employees, affiliates, branches,
advisers, consultants or agents or any other person as to or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any Placee, any person acting on such Placee's behalf
or any of their respective advisers, and any liability therefor is
expressly disclaimed.
This announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Canada, Australia, Japan, the
Republic of South Africa, any Member State of the EEA (other than
Ireland) or in any jurisdiction in which such publication or
distribution is unlawful. Persons into whose possession this
announcement may come are required by the Company to inform
themselves about and to observe any restrictions of transfer of
this announcement. No public offer of securities of the Company is
being made in the United Kingdom, Ireland, the United States or
elsewhere.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the Securities Act and may not be offered
or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is
being made in the United States.
In particular, the Placing Shares referred to in this
announcement have not been and will not be registered under the
Securities Act or any laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from the
registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States.
No securities commission or similar authority in Canada or the
Republic of South Africa have in any way passed on the merits of
the securities offered hereunder and any representation to the
contrary is an offence. No document in relation to the Placing has
been, or will be, lodged with, or registered by the Australian
Securities and Investments Commission, and no registration
statement has been, or will be, filed with the Japanese Ministry of
Finance in relation to the Placing or the Placing Shares.
Accordingly, subject to certain exceptions, the Placing Shares may
not, directly or indirectly, be offered or sold within Canada,
Australia, Japan or the Republic of South Africa or offered or sold
to a resident of Canada, Australia, Japan or the Republic of South
Africa.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. Where the Placee is acting in its
capacity as a discretionary investment manager on behalf of its
underlying clients (who include individuals and/or retail clients),
then it is the discretionary investment manager that is to be
regarded as the Placee for the purpose of this announcement and not
the underlying client. For the avoidance of doubt, the
representations and warranties given by the Placee herein are to be
taken as made on behalf of the discretionary manager itself and not
their underlying client.
1. THE PLACING
1.1 The Joint Bookrunners have entered into the Placing
Agreement with the Company. Pursuant to the Placing Agreement, each
of the Joint Bookrunners has undertaken, subject to the terms set
out therein, to use its reasonable endeavours, as agent of the
Company, to procure subscribers for the Placing Shares at the
Placing Price. The Placing is not being underwritten.
1.2 The Placing Shares will, when issued, be subject to the
Articles of Association, be credited as fully paid and will rank
pari passu in all respects with each other and with the Existing
Ordinary Shares and any PrimaryBid Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue of
the Placing Shares. The Placing Shares will be issued free of any
encumbrance, lien or other security interest.
1.3 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
1.4 Each Placee will be required to pay to the Joint
Bookrunners, on the Company's behalf, an amount equal to the
product of the Placing Price and the number of Placing Shares that
such Placee is required to be allotted in accordance with the terms
set out in or referred to in this Appendix. Each Placee's
obligation to be allotted and pay for Placing Shares under the
Placing will be owed to each of the Company and the relevant
Bookrunner. Each Placee will be deemed to have read this Appendix
in its entirety.
1.5 None of Joint Bookrunners or any respective holding company
thereof, any subsidiary thereof, any subsidiary of any such holding
company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each an "Affiliate") will have any liability (subject to
applicable legislation and regulations) to Placees or to any person
other than the Company in respect of the Placing.
1.6 In addition to the Placing, the Company intends to make an
offer on the PrimaryBid platform of new Ordinary Shares (the
"PrimaryBid Shares") at the Placing Price. The PrimaryBid Offer is
conditional on the Placing but the Placing is not conditional on
the PrimaryBid Offer. The Joint Bookrunners are acting as placement
agents only in connection with the Placing and are not acting for
any person, including the Company, in respect of the PrimaryBid
Offer. Neither of the Joint Bookrunners or any of their respective
Affiliates will have any liability (subject to applicable
legislation and regulations) to any person in respect of the
PrimaryBid Offer.
2. APPLICATION FOR ADMISSION
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM and to the Irish
Stock Exchange (trading as Euronext Dublin) for admission of the
Placing Shares to trading on Euronext Growth. It is expected that
Admission will become effective on or around 8.00 a.m. on 16 June
2021 (or such later time and/or date as the Joint Bookrunners may
agree with the Company) and that dealings in the Placing Shares
will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILD AND THE PLACING
3.1 The Joint Bookrunners will today commence the Bookbuild to
determine demand for participation in the Placing by 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 the Placees in respect of any Placing
Shares.
3.2 Each of Numis and Goodbody (whether through itself or any of
its Affiliates) is arranging the Placing as Joint Bookrunner to the
Company for the purpose of using its reasonable endeavours to
procure Placees at the Placing Price for the Placing Shares. Numis
is authorised and regulated in the United Kingdom by the FCA, and
is acting exclusively for the Company and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Numis or for providing
advice in relation to the matters described in this announcement.
Goodbody is authorised and regulated in Ireland by the Central Bank
of Ireland, and is acting exclusively for the Company and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
Goodbody or for providing advice in relation to the matters
described in this announcement. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited
to participate by the Joint Bookrunners. Each Joint Bookrunner and
its respective Affiliates may participate in the Placing as
principal(s).
3.3 The Placing Price is a fixed price of 800 pence per Placing Share.
3.4 The Joint Bookrunners are arranging the Placing severally,
and not jointly or jointly and severally, as joint bookrunners and
placing agents of the Company.
3.5 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by any
of the Joint Bookrunners. Each of the Joint Bookrunners may itself
agree to be a Placee in respect of all or some of the Placing
Shares or may nominate any member of its group to do so.
3.6 To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at Numis or Goodbody. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Placing Price. Each Joint Bookrunner reserves
the right not to accept bids or to accept bids in part rather than
in whole. The acceptance of the bids shall be at any of Numis' or
Goodbody's absolute discretion, subject to agreement with the
Company.
3.7 The timing of the closing of the Bookbuild is to be
determined at the discretion of the Company and the Joint
Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right (upon the agreement of the
Joint Corporate Brokers) to reduce the number of shares to be
issued pursuant to the Placing, in its absolute discretion.
3.8 The Placing Shares will be issued subject to the terms and
conditions of this announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
3.9 All times and dates in this announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
3.10 E ach prospective Placee's allocation of Placing Shares
will be confirmed to prospective Placees orally by the relevant
Bookrunner or one of their Affiliates, and a contract note will be
dispatched as soon as practicable thereafter as evidence of such
Placee's allocation and commitment. The terms and conditions of
this Appendix will be deemed incorporated into the contract note.
That oral confirmation will constitute an irrevocable legally
binding commitment upon that person (who at that point will become
a Placee) in favour of the Company and the relevant Bookrunner to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Articles of Association.
3.11 The Company will release the Results Announcement following
the close of the Bookbuild, detailing the aggregate number of the
Placing Shares to be issued at the Placing Price.
3.12 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
Paragraph 7 "Registration and Settlement".
3.13 All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of amongst other things,
the conditions referred to below under Paragraph 4 "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under Paragraph 5 "Right to terminate under the
Placing Agreement".
3.14 By participating in the Placing, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
3.15 Each Placee's obligations will be owed to the Company, and
to the relevant Bookrunner. Following the oral confirmation
referred to above, each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to the relevant
Bookrunner as agent of the Company and to the Company, to pay to
the relevant Bookrunner in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire. The relevant Bookrunner will procure
the allotment of the Placing Shares so subscribed to each
Placee.
3.16 Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and that neither of the Joint Bookrunners shall have any liability
to the Placees for the failure of the Company to fulfil those
obligations.
3.17 No Placing Shares may be acquired by: (i) investors using
assets of: (A) an "employee benefit plan" that is subject to Part 4
of Title I of the U.S. Employee Retirement Income Security Act of
1974, as amended ("ERISA"); (B) a "plan" to which Section 4975 of
the U.S. Internal Revenue Code of 1986, as amended (the "U.S. Tax
Code"), applies; or (C) an entity whose underlying assets are
considered to include "plan assets" by reason of investment by an
"employee benefit plan" or "plan" described in the preceding
clauses (A) or (B) in such entity; or (ii) a governmental plan (as
defined in Section 3(32) of ERISA), a church plan (as defined in
Section 3(33) of ERISA) that has not made an election under Section
410(d) of the U.S. Tax Code, or a non-U.S. plan that is subject to
any federal, state, local or non-U.S. law that regulates its
investments (a "Similar Law"), unless such governmental, church or
non-U.S. plan's purchase, holding, and disposition of the Shares
will not constitute or result in a violation of any Similar Law
that prohibits or imposes an excise or penalty tax on the purchase
of the Shares.
3.18 The Company and one or more of its subsidiaries may be
passive foreign investment companies ("PFICs") for U.S. federal
income tax purposes, and they could be PFICs in future years. If
the Company is a PFIC, U.S. taxable investors may be subject to
adverse U.S. tax consequences in respect of their investment in the
Placing Shares.
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. The obligations of the Joint Bookrunners under the
Placing Agreement are conditional, inter alia, on:
(a) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(b) the Placing Agreement not having been terminated in
accordance with its terms;
(c) Admission occurring not later than 8.00 a.m. on 16 June 2021
or such later time as Numis and Goodbody may agree in writing with
the Company (but in any event not later than 8.00 a.m. on 23 June
2021) ;
(d) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate in every respect and not
misleading as at the date of the Placing Agreement and at
Admission, as though they had been given and made on such date by
reference to the facts and circumstances then subsisting; and
(e) between the date of the Placing Agreement and Admission, in
the opinion of the Joint Bookrunners (acting in good faith), there
having been no material adverse change in, or any development
involving a prospective material adverse change in, or affecting,
the condition (financial, operational, legal or otherwise) or the
earnings, management, business affairs, solvency, credit rating or
prospects of the of the Company and its subsidiary undertakings
(taken as a whole), whether or not arising in the ordinary course
of business and whether or not foreseeable at the date of the
Placing Agreement ("Material Adverse Change").
4.2 If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Joint
Bookrunners) by the relevant time or date specified (or such later
time or date as the Joint Corporate Brokers may agree), or (b) the
Placing Agreement is terminated in the circumstances specified
below under paragraph 5 "Right to terminate under the Placing
Agreement", the Placing will lapse and each Placee's rights and
obligations hereunder shall cease and determine at such time and no
claim may be made by a Placee in respect thereof. None of the Joint
Bookrunners or the Company, nor any of their respective Affiliates
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the
Placing Agreement or in respect of the Placing generally, and by
participating in the Placing each Placee agrees with Numis and
Goodbody that any such decision is within the absolute discretion
of Numis and Goodbody as Joint Bookrunners.
4.3 By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under paragraph 5 "Right to terminate
under the Placing Agreement" and will not otherwise be capable of
rescission or termination by the Placee.
5. RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
5.1 Any of the Joint Bookrunners may (after consultation with
the Company), at any time before Admission, terminate its
respective obligations under the Placing Agreement by giving notice
to the Company if, inter alia:
(a) it comes to the knowledge of any Joint Bookrunner that any
of the warranties given by the Company under the Placing Agreement
was untrue, inaccurate or misleading when made and/or would be
untrue, inaccurate or misleading if it were to be repeated at any
time prior to Admission by references to the facts, matters and
circumstances then subsisting; or
(b) it comes to the notice of any Joint Bookrunner that a matter
has arisen which is likely to give rise to a claim under any of the
indemnities given by the Company under the Placing Agreement;
or
(c) the Company shall fail to comply with any of its obligations
under the Placing Agreement and such failure gives rise to or may
reasonably be expected to give rise to a material breach of the
Placing Agreement; or
(d) any Material Adverse Change occurs and in the opinion of any
Joint Bookrunner acting in good faith the effect of such change is
such that it would materially prejudice the success of the Placing
or the distribution of the Placing Shares; or
(e) certain force majeure event occurs,
and such termination by either of Numis or Goodbody (as Joint
Global Co-ordinator and Joint Corporate Broker) shall also
terminate the Placing Agreement.
5.3 By participating in the Placing, each Placee agrees with the
Joint Bookrunners that the exercise by Numis or Goodbody of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Numis and/or
Goodbody without the need to make any reference to the Placees in
this regard and that, to the fullest extent permitted by law, no
Joint Bookrunner shall not have any liability whatsoever to the
Placees in connection with any such exercise.
6. Lock-up Arrangements
6.1 The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and six months after
Admission, it will not, without the prior written consent of the
Joint Corporate Brokers (such consent not to be unreasonably
withheld or delayed) offer, issue, sell, contract to sell, issue
options in respect of or otherwise dispose of any securities of the
Company (or any interest therein or in respect thereof) or any
other securities exchangeable for, or convertible into, or
substantially similar to, Ordinary Shares or enter into any
transaction having substantially the same effect or agree to do any
of the foregoing, subject to certain customary exceptions agreed
between the Joint Bookrunners and the Company and provided that the
foregoing lock-up arrangements shall not prevent or restrict (i)
the allotment and issue of Placing Shares to Placees pursuant to
the Placing or PrimaryBid Shares pursuant to the PrimaryBid Offer;
or (ii)(a) the granting or exercise of options or other rights
related to Ordinary Shares; (ii)(b) the allotment and issue of
Ordinary Shares issued pursuant to the exercise of options, in the
case of (ii)(a) and/or (ii)(b) where such action is taken under the
terms of the Company's existing share incentive agreements.
6.2 By participating in the Placing, Placees agree that the
exercise by any Joint Corporate Broker of any power to grant
consent to the undertaking by the Company of a transaction which
would otherwise be subject to the lock-up provisions under the
Placing Agreement shall be within the absolute discretion of that
Joint Corporate Broker and that it need not make any reference to,
or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
7. NO PROSPECTUS
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Regulation Rules) to be published
and Placees' commitments will be made solely on the basis of the
information contained in this announcement and any information
previously published by or on behalf of the Company by notification
to a Regulatory Information Service (as defined in the AIM Rules
and the Euronext Growth Rules). Each Placee, by accepting a
participation in the Placing, agrees that the content of this
announcement is exclusively the responsibility of the Company and
confirms to each of the Joint Bookrunners and the Company that it
has neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Joint Bookrunners
or either of them (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
contract note referred to below), any of their respective
Affiliates, any persons acting on its behalf or the Company and
neither of the Joint Bookrunners or any of their respective
Affiliates, any persons acting on their behalf, nor the Company
will be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
to and agrees with each of the Joint Bookrunners (in each case for
itself and as agent for the Company) that, except in relation to
the information contained in this announcement, it has relied on
its own investigation of the business, financial or other position
of the Company in deciding to participate in the Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
8. REGISTRATION AND SETTLEMENT
8.1 Settlement of transactions in the Placing Shares (ISIN
GB00BY7QYJ50) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Joint Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares 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.
8.2 It is expected that settlement will take place on or about
16 June 2021 in CREST in accordance with the instructions set out
in the contract note. Settlement will be through Numis against
CREST ID: 600 and through Goodbody against CREST ID: 432.
8.3 Each Placee allocated Placing Shares in the Placing will be
sent a contract note in accordance with the standing arrangements
in place with the relevant Bookrunner, stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the relevant Bookrunner and
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with the relevant
Bookrunner.
8.4 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank Plc but 2% per year for any period during which that
base rate is below zero.
8.5 Each Placee is deemed to agree that if it does not comply
with these obligations, the relevant Bookrunner may sell any or all
of the Placing Shares allocated to the Placee on such Placee's
behalf and retain from the proceeds, for the relevant Bookrunner's
own account and profit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
such Placee and it may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of such Placing Shares on such Placee's
behalf.
8.6 If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the contract note
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in the
Placee's name or that of its nominee or in the name of any person
for whom the Placee is contracting as agent or that of a nominee
for such person, such Placing Shares will, subject as provided
below, be so registered free from any liability to stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of
the issue of the Placing Shares, none of the Joint Bookrunners or
the Company shall be responsible for the payment thereof. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
9. REPRESENTATIONS AND WARRANTIES
9.1 By submitting a bid in the Bookbuild and participating in
the Placing, each Placee (and any person acting on such Placee's
behalf) acknowledges, undertakes, represents, warrants and agrees
(as the case may be) to each of the Company, each of the Joint
Bookrunners and the Registrar that:
(a) the Placee has read this announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles of
Association. Such Placee agrees that these terms and conditions and
the contract note issued by the relevant Bookrunner to such Placee
represent the whole and only agreement between the relevant
Bookrunner and the Company in relation to the Placee's
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied
(by law or otherwise) shall not form part of these terms and
conditions. Such Placee agrees that none of the Company or the
Joint Bookrunners nor any of their respective officers, directors
or employees will have any liability for any such other information
or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(b) if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the UK and in Ireland) on
the date of such Placee's agreement to acquire Placing Shares under
the Placing and will not be any such person on the date any such
offer is accepted;
(c) neither of the Joint Bookrunners or any person affiliated
with the Joint Bookrunners acting on any of their behalves is
responsible for or shall have any liability for any information,
representation or statement contained in this announcement or any
supplementary announcement (as the case may be) or any information
previously published by or on behalf of the Company or any member
of the Group and will not be liable for any decision by a Placee to
participate in the Placing based on any information, representation
or statement contained in this announcement or otherwise;
(d) in agreeing to acquire Placing Shares under the Placing, the
Placee is relying on this announcement and any supplementary
announcement concerning the Placing (as the case may be) and not on
any other information or representation concerning the Group, the
Placing or the Placing Shares. Such Placee agrees that none of the
Company or the Joint Bookrunners nor their respective Affiliates
will have any liability for any such other information or
representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or
representation;
(e) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA and/or the Central Bank of
Ireland), neither of the Joint Bookrunners nor any of their
respective Affiliates shall be liable to a Placee for any matter
arising out of the role of Numis as the Company's nominated
adviser, Joint Corporate Broker, Joint Global co-ordinator and
Joint Bookrunner, or Goodbody as the Company's Euronext adviser,
Joint Corporate Broker, Joint global Co-ordinator and Joint
Bookrunner, and that where any such liability nevertheless arises
as a matter of law each Placee will immediately waive any claim
against the Joint Bookrunners and any of its Affiliates which a
Placee may have in respect thereof;
(f) the Placee has complied with all applicable laws and such
Placee will not infringe any applicable law as a result of such
Placee's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or any actions arising from such Placee's
rights and obligations under the Placee's agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles of Association;
(g) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order (i) to enable the Placee lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under, the Placing and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Placee's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate (a)
its constitutive documents or (b) any agreement to which the Placee
is a party or which is binding on the Placee or its assets;
(h) to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
announcement and acknowledges and agrees to comply with the selling
restrictions set out in this announcement;
(i) the Ordinary Shares have not been and will not be registered
under the Securities Act, or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States or under the applicable
securities laws of Canada, Australia, the Republic of South Africa
or Japan or where to do so may contravene local securities laws or
regulations;
(j) (i) the Placee is not a person located in the United States
and is not a U.S. Person (as defined in Regulation S) and is
eligible to participate in an "offshore transaction" as defined in
and in accordance with Regulation S and the Placing Shares were not
offered to such Placee by means of "directed selling efforts" as
defined in Regulation S; or (ii) the Placee is both a QIB and a QP
and will duly execute a US investor letter and deliver the same to
one of the Joint Bookrunners or its Affiliates;
(k) the Company, and any registrar or transfer agent or other
agent of the Company, will not be required to accept the
registration of transfer of any Placing Shares acquired by the
Placee, except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been
complied with;
(l) the Placee invests in or purchases securities similar to the
Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
Placing Shares;
(m) the Placee has conducted its own investigation with respect
to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the
Placing Shares as the Placee deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Placee has concluded that an investment in the Placing Shares is
suitable for it or, where the Placee is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(n) the Placee or, where the Placee is not acting as principal,
any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an
indefinite period and the loss of its entire investment in the
Placing Shares;
(o) there may be adverse consequences to the Placee under United
States and other tax laws resulting from an investment in the
Placing Shares and the Placee has made such investigation and has
consulted such tax and other advisers with respect thereto as it
deems necessary or appropriate;
(p) the Placee is not a resident of Canada, Australia, the
Republic of South Africa or Japan and acknowledges that the Placing
Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the
securities legislation of Canada, Australia, the Republic of South
Africa or Japan and, subject to certain exceptions, the Placing
Shares may not be offered or sold, directly or indirectly, in or
into those jurisdictions or in any other jurisdiction in which any
such offer, invitation or solicitation is or would be unlawful;
(q) the Placee is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto) payable outside the UK by it or any
other person on the acquisition by it of any Placing Shares or the
agreement by it to acquire any Placing Shares;
(r) the Placee accepts that if the Placing does not proceed or
the conditions to the Placing Agreement are not satisfied or the
Placing Shares for which valid applications are received and
accepted are not admitted to trading on AIM and/or Euronext Growth
for any reason whatsoever then none of the Joint Bookrunners or the
Company, nor their Affiliates shall have any liability whatsoever
to it or any other person;
(s) in the case of a person who confirms to the relevant
Bookrunner on behalf of a Placee an agreement to acquire Placing
Shares under the Placing and/or who authorises the relevant
Bookrunner to notify such Placee's name to the Registrar, that
person represents and warrants that it has authority to do so on
behalf of the Placee;
(t) the Placee has complied with its obligations in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (the "Money
Laundering Regulations 2017") and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
government agency having jurisdiction in respect thereof and the
Money Laundering Sourcebook of the FCA 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 Money Laundering Regulations 2017 and, in
each case, agrees that pending satisfaction of such obligations,
definitive certificates (or allocation under the CREST system) in
respect of the Placing Shares comprising the Placee's allocation
may be retained at the relevant Bookrunner's discretion;
(u) the Placee agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, the Joint
Bookrunners and/or the Company may require proof of identity of the
Placee and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by the Placee to produce any information
required for verification purposes, the Joint Bookrunners and/or
the Company may refuse to accept the application and the
subscription moneys relating thereto. The Placee holds harmless and
will indemnify the Joint Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
(v) the Placee is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, of all applicable
provisions of FSMA, MAR, Irish MAR, EU MAR and any other applicable
market abuse legislation, and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those
obligations;
(w) the Placee confirms that if it has received any inside
information (as defined in MAR and EU MAR) about the Company in
advance of the Placing, it warrants that it has received such
information within the market soundings regime provided for in
Article 11 of MAR or EU MAR (as applicable) and associated
delegated legislation and it has not disclosed or dealt on the
basis of that information, or encouraged or induced another person
to so deal, prior to it being publicly available;
(x) the Placee is not, and is not applying as nominee or agent
for, a person which is, or may be, mentioned in any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depository
receipts or to issue or transfer Placing Shares into a clearing
system;
(y) if the Placee is a resident, domiciled in, or with a
registered office in the EEA, it confirms that the Ordinary Shares
have only been promoted, offered, placed or otherwise marketed to
it in, and the subscription will be made from, (a) a country
outside the EEA; (b) a country in the EEA that has not transposed
the EU AIFM Directive as at the date the Placee's commitment to
subscribe is made; or (c) a country in the EEA in respect of which
it is lawfully able to subscribe for Ordinary Shares from that EEA
country;
(z) the Placee has not offered or sold and will not offer or
sell any Placing Shares to persons in the UK prior to Admission
except to "qualified investors" as defined in Article 2(e) of the
UK Prospectus Regulation;
(aa) if in the UK, the Placee is (a) a person falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "FPO") or (b) a person
falling within article 49(2)(a) to (d) of the FPO 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 and/or
(c) a person to whom the Placing may otherwise be lawfully
communicated;
(bb) the Placee has only communicated or caused to be
communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
(cc) the Placee has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Placee in relation to the Placing in, from or otherwise involving
the UK;
(dd) neither of the Joint Bookrunners is making any
recommendation to the Placee or advising the Placee regarding the
suitability or merits of participation in the Placing or any
transaction the Placee may enter into in connection with the
Placing or otherwise. The Placee is not Numis' or Goodbody's client
in connection with the Placing and neither of the Joint Bookrunners
will be responsible to any Placee for providing the protections
afforded to the Joint Bookrunner's clients or providing advice in
relation to the Placing and neither of the Joint Bookrunners will
have any duties or responsibilities to any Placee similar or
comparable to "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook contained in the rules of the
FCA;
(ee) the exercise by the Joint Bookrunners of any rights or
discretions under the Placing Agreement shall be within its
absolute discretion and the relevant Bookrunner need not have any
reference to any Placee and shall have no liability to any Placee
whatsoever in connection with any decision to exercise or not to
exercise or to waive any such right and each Placee agrees that it
shall have no rights against any of the Joint Bookrunners or its
directors or employees under the Placing Agreement;
(ff) the Placee's commitment to acquire Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the
Placing;
(gg) the Placee irrevocably appoints any director of the
relevant Bookrunner as its agent for the purposes of executing and
delivering to the Company and/or the Registrar any documents on its
behalf necessary to enable it to be registered as the holder of any
of the Placing Shares agreed to be taken up by it under the Placing
and otherwise to do all acts, matters and things as may be
necessary for, or incidental to, its acquisition of any Placing
Shares in the event of its failure so to do;
(hh) the Placee acknowledges that any money held in an account
with the relevant Bookrunner 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 or
the Central Bank of Ireland. The Placee further acknowledges that
the money will not be subject to the protections conferred by the
client money rules. As a consequence, this money will not be
segregated from the Joint Bookrunner's money in accordance with the
client money rules and will be used by the Joint Bookrunners in the
course of its own business and the Placee will rank only as a
general creditor of the relevant Bookrunner;
(ii) the Placee will indemnify and hold the Company and the
Joint Bookrunners and their respective Affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further the Placee agrees
that the provisions of this Appendix will survive after completion
of the Placing. The Company and the Joint Bookrunners will rely
upon the truth and accuracy of each of the foregoing
representations, warranties and undertakings;
(jj) the Placee will not distribute, forward, transfer,
duplicate or otherwise transmit this announcement including the
Appendix or any part of it or them, or any other presentational or
other material concerning the Placing (including electronic copies
thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise
transmitted any such materials to any person; and
(kk) the Placee will not reoffer, sell, pledge or otherwise
transfer the Placing Shares except: (i) in an offshore transaction
in accordance with Regulation S; (ii) in the United States pursuant
to an exemption from the registration requirements of the
Securities Act, in each case in compliance with all applicable
securities laws of the United States or any state or other
jurisdiction of the United States or (iii) pursuant to an effective
registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge or transfer will be made in
accordance with any applicable securities laws of any state of the
United States; or (iv) in its capacity as both a QIB and a QP and
will duly execute a US investor letter and deliver the same to one
of the Joint Bookrunners or its Affiliates.
10. SUPPLY AND DISCLOSURE OF INFORMATION
If any of the Joint Bookrunners, the Registrar or the Company or
any of their respective agents request any information about a
Placee's agreement to acquire Placing Shares, such Placee must
promptly disclose it to them.
11. MISCELLANEOUS
11.1 The rights and remedies of the Joint Bookrunners, the
Registrar and the Company under these terms and conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
11.2 On application, each Placee may be asked to disclose, in
writing or orally to the relevant Bookrunner:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
11.3 All documents will be sent at the Placee's risk. They may
be sent by post to such Placee at an address notified to the
relevant Bookrunner. Each Placee agrees to be bound by the Articles
of Association once the Placing Shares which such Placee has agreed
to acquire have been acquired by such Placee. The provisions of
this Appendix may be waived, varied or modified as regards specific
Placees or on a general basis by the relevant Bookrunner. The
contract to acquire Placing Shares and the appointments and
authorities mentioned herein will be governed by, and construed in
accordance with, the laws of England and Wales. For the exclusive
benefit of the Joint Bookrunner, the Company and the Registrar,
each Placee irrevocably submits to the exclusive jurisdiction of
the English courts in respect of these matters. This does not
prevent an action being taken against a Placee in any other
jurisdiction. In the case of a joint agreement to acquire Placing
Shares, references to a "Placee" in these terms and conditions are
to each of such Placees and such joint Placees' liability is joint
and several. All times and dates in this announcement are subject
to amendment and the Joint Bookrunners and the Company each
expressly reserve the right to modify the Placing (including,
without limitation, its timetable and settlement) at any time
before allocations of Placing Shares under the Placing are
determined.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
Admission the admission of the Placing Shares to trading on AIM and Euronext Growth
becoming effective
in accordance with the AIM Rules and the Euronext Growth Rules
respectively
AIM the market of that name operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time-to-time
Articles of Association the articles of association of the Company
Bookbuild means the accelerated bookbuild process to be conducted by the Joint
Bookrunners to arrange
participation by Placees in the Placing
Business Day a day (excluding Saturdays, Sundays or public holidays in England and
Wales or Ireland) on
which banks generally are open in London and Dublin for the transaction of
business
Certificated or in certificated form the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
Company or Draper Esprit Draper Esprit plc
CREST the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear in accordance with the
CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including (i) any enactment
or subordinate legislation which amends or supersedes those regulations
and (ii) any applicable
rules made under those regulations for the time being in force
Directors the directors of the Company
EU MAR the EU Market Abuse Regulation (2014/596/EU)
Euroclear Euroclear UK & Ireland Limited, the operator of CREST
Euronext Growth the Euronext Growth Market operated by the Irish Stock Exchange.
Euronext Growth Adviser Goodbody, in its capacity as Euronext Growth Adviser to the Company for
the purposes of the
Euronext Growth Rules
Euronext Growth Rules the Euronext Growth Markets Rule Book published by Euronext
Existing Ordinary Shares the Ordinary Shares in issue as at the date of this announcement
FCA the UK Financial Conduct Authority
FSMA the UK Financial Services and Markets Act 2000, as may be amended from
time-to-time
Goodbody Goodbody Stockbrokers Unlimited Company, a company incorporated in Ireland
with registered
number 54223 and having its registered office at Ballsbridge Park,
Ballsbridge, Dublin 4,
D04 YW83 Ireland
Gross Portfolio Value the gross value of the Company's investment holdings before deductions for
accrued carry and
any deferred tax
Group the Company, together with its subsidiaries and subsidiary undertakings
IFRS means International Financial Reporting Standards as adopted from time to
time in the European
Union.
Investment Company Act the U.S. Investment Company Act of 1940, as amended
Ireland the island of Ireland excluding Northern Ireland
Irish MAR the European Union (Market Abuse) Regulations 2016 and the Central Bank
(Investment Market
Conduct) Rules 2019 (Ireland)
Irish Stock Exchange Irish Stock Exchange plc (trading as Euronext Dublin)
Joint Bookrunners Numis and Goodbody, and "Joint Bookrunner" or "Bookrunner" means either of
them
Joint Corporate Brokers Numis and Goodbody and "Joint Corporate Broker" means either of them
Joint Global Co-ordinators Numis and Goodbody and "Joint Global Co-ordinator" means either of them
London Stock Exchange London Stock Exchange plc
MAR the UK version of EU Market Abuse Regulation 596/2014 which is part of UK
law by virtue of
the European Union (Withdrawal) Act 2018
NAV the value, at any date, of the assets of the Company after deduction of
all liabilities determined
in accordance with the accounting policies adopted by the Company from
time to time
Numis Numis Securities Limited, a company incorporated in England and Wales with
registered number
02285918 and having its registered office at 10 Paternoster Square, London
EC4M 7LT
Ordinary Shares ordinary shares of GBP0.01 each in the capital of the Company
Placees the placees procured by the Joint Bookrunners pursuant to the Placing
Agreement who agree
to subscribe for Placing Shares as more particularly set out in the
recitals to this Appendix
Placing the placing of the Placing Shares pursuant to the Placing Agreement
Placing Agreement the placing agreement dated 14 June 2021 between (1) Numis, (2) Goodbody
and (3) the Company
relating to the Placing
Placing Price 800 pence per Placing Share
Placing Shares new Ordinary Shares which are to be placed in accordance with the terms of
the Placing and
which shall not include the PrimaryBid Shares
PrimaryBid PrimaryBid Limited with registered number 08092575 and having its
registered office at 21
Albemarle Street, London, W1S 4BS
PrimaryBid Offer the separate offer by the Company (through the PrimaryBid platform) for
retail investors of
PrimaryBid Shares (anticipated to be announced shortly following the
release of this announcement)
PrimaryBid Shares means any Ordinary Shares to be issued by the Company under the terms of
the PrimaryBid Offer
Prospectus Regulation the Regulation of the European Parliament and of the Council of the
European Union (EU) 2017/1129
Prospectus Regulation Rules the Prospectus Rules made by the FCA under Part VI of FSMA
QIB a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act
QP a "qualified purchaser" as defined in Section 2(a)(51) of the Investment
Company Act
Registrar Equiniti Limited
Regulation S Regulation S under the Securities Act
Results Announcement the announcement to be released following the closing of the Bookbuild
Securities Act the US Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation the UK Version of Regulation (EU) 2017/1129 which is part of UK law
pursuant to the European
Union (Withdrawal) Act 2018
Uncertificated or in uncertificated form recorded on the register of members of the Company 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
United States or US the United States of America, its territories and possessions and the
District of Columbia
U.S. Person a U.S. person as defined in Regulation S
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END
IOEFFFIFRFIVLIL
(END) Dow Jones Newswires
June 14, 2021 02:01 ET (06:01 GMT)
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