TIDMECK
RNS Number : 6694V
Eckoh PLC
15 December 2021
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
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FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS
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IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
15 December 2021
Eckoh plc
("Eckoh", or the "Company", or the "Group")
Acquisition of Syntec Holdings Limited and Launch of ABB
Proposed Acquisition of Syntec for a total consideration of GBP
31.0m
Proposed Placing to raise up to approximately GBP 13.7m via
accelerated bookbuild (ABB)
Supports Eckoh's strategy to be the market leader in Customer
Engagement Payment Security
Eckoh, the global provider of secure payment products and
customer contact solutions, announces it has today entered into an
agreement to acquire the entire issued share capital of Syntec
Holdings Limited ("Syntec"), a provider of Secure Payments
solutions, for a total consideration of GBP31.0m through a
combination of cash and new Eckoh shares (the "Acquisition").
The cash consideration payable under the Acquisition is GBP24.7m
("Cash Consideration") with the balance of GBP6.3m payable in new
Eckoh shares ("Consideration Shares"). GBP8.0m of the Cash
Consideration is from Eckoh's existing cash resources with the
balance to be funded by a placing and a new debt facility (further
details of which can be found below).
To partially fund the Cash Consideration, the Company today
announces a proposed non pre-emptive placing of up to 25,377,600
new Ordinary Shares (the "Placing Shares") at a price of 54 pence
per Placing Share (the "Placing Price") to raise up to
approximately GBP13.7m before expenses (the "Placing"), fully
utilising existing authorities to allot shares on a non-pre-emptive
basis. The Placing Shares represent up to approximately 9.96 per
cent. of the Company's ordinary shares in issue carrying voting
rights.
Highlights of the Proposed Acquisition
-- Consolidates market leading position 1 in Customer Engagement
Data and Payment Security - enhances Eckoh's position as the
largest provider of Contact Centre Secure Payment products in the
key US market allowing the Group to capitalise on structural trends
in a key growth market
-- Complementary Operations - proven, successful and profitable
UK business with strong recurring revenues, product offering and
enterprise client relationships. Fast growing activity and revenues
in the US, for both on site and Cloud deployment. A number of
clients operating in multiple territories through Cloud
delivery
-- Attractive technology and IP - complementary services to
existing product suite protected by 11 international patents
-- Synergistic cost and revenue benefits - opportunity to
rationalise Cloud platforms, combine central functions and leverage
combined tech as well as cross-sell Eckoh portfolio and gain access
to larger target market and aggregate Telco volumes
-- Attractive, earnings accretive acquisition -
earnings-enhancing in first full year of ownership before
synergies. Significantly earnings enhancing in first full year
post-synergies
1 "Eckoh is described as having a "market leading position" in
terms of annual revenue. For these purposes, Eckoh's revenue was
compared against that of the following providers: Syntec, Semafone,
PayGuard and PCI-PAL."
Information on Syntec
Syntec is an Ofcom-regulated UK network operator, based in the
UK, with an extensive patent portfolio in the UK, US, EU and
Australia. Syntec is a provider of secure payment solutions (under
the brand CardEasy) with additional telecom and contact centre
services provided predominantly in the UK. As at 11 November 2021,
Syntec has 31 employees, 29 of whom are based in the UK and 2 in
the US, and serves over 100 clients, with 85% of its revenue coming
from clients with payment solutions. Syntec has clients in the US,
UK and in broader markets across Europe. Notable clients include
Wayfair, Miele, Staples, AIB and Hiscox with approximately 70% of
new customers US based.
The Board believes that the acquisition of Syntec is highly
complementary to Eckoh's strategy of having a market leading
position in Customer Engagement Data and Payment Security in a
global market.
Further information on the financial performance and position of
Syntec can be found in the Further Information section.
Launch of the Placing
The Placing is being conducted by means of an accelerated
bookbuild process ("ABB"), which will be launched immediately
following the publication of this Announcement.
Singer Capital Markets Securities Limited ("Singer Capital
Markets") and Canaccord Genuity Limited ("Canaccord Genuity") are
acting as the Company's joint bookrunners (together the "Joint
Bookrunners") in connection with the Placing.
The Placing Price of 54 pence represents a discount of 12.2 per
cent. to Eckoh's closing mid-price on 14 December 2021 of 61.5
pence and a premium of 6.4 per cent. to Eckoh's 60 Day VWAP to 14
December 2021 (being the last practicable day prior to the
publication of this Announcement).
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this Announcement). The Placing
is conditional on the Acquisition having become unconditional in
all respects (save for any conditions relating to the Placing
having become unconditional in all respects).
Rationale for the Placing and Use of Proceeds
The net proceeds of the Placing will be used to part-fund the
Cash Consideration portion of the Acquisition together with
associated transaction costs.
Expected Timetable of Principal Events
2021
Date of this Announcement 15 December
Announcement of the results of the Bookbuild 15 December
Admission and commencement of dealings in 8.00 a.m. on 22
the Placing Shares on AIM December
Completion of the Acquisition 22 December
For further information please contact:
Eckoh plc Tel: 01442 458 300
Nik Philpot, Chief Executive Officer
Chrissie Herbert, Chief Financial Officer
www.eckoh.com
FTI Consulting LLP Tel: 020 3727 1017
Ed Bridges / Jamie Ricketts / Tom Blundell
eckoh@fticonsulting.com
Singer Capital Markets (Nomad & Joint Bookrunner) Tel: 020 7496 3000
Shaun Dobson / Tom Salvesen / Alex Bond
/ Kailey Aliyar
www.singercm.com
Canaccord Genuity Limited (Joint Bookrunner) Tel: 020 7523 8000
Simon Bridges / Andrew Potts
www.canaccordgenuity.com
FURTHER INFORMATION
Excellent fit with Eckoh's clear growth strategy
Eckoh's primary goal is to become the global leader in its areas
of expertise, and in particular, Customer Engagement data and
payment security.
The Directors believe the Acquisition is highly complementary to
Eckoh's strategic objectives:
-- Being the market leader for Customer Engagement data and payment security;
-- Capitalising on the structural developments in the global
market for technology solutions that help protect customer
data;
-- Maximising client value and retention through cross-selling
to generate higher levels of recurring income;
-- Making Cloud our primary platform and use Cloud technologies
to develop and enhance our proprietary solutions; and
-- Evaluating acquisition opportunities that can support our
growth strategy in Customer Engagement data and payment
security.
Consolidates Eckoh's market leading position 2 in Customer
Engagement data and payment security
The acquisition of Syntec reinforces Eckoh's market leading
position in Customer Engagement data and payment security and
Syntec is one of Eckoh's largest three competitors in the
market.
The Directors believe the Acquisition will enable Eckoh to
further capitalise on the structural trends that are shaping a
significant growth market in Customer Engagement security. The
combined capabilities and complementary operations of the two
companies will ensure Eckoh is strongly positioned to provide
multiple solutions to clients that are facing challenges including
evolving regulatory pressures, the growing risk of data breaches
and fraud, and the widespread migration to a greater level of
remote working following the impact of the COVID-19 pandemic.
2 Eckoh is described as having a "market leading position" in
terms of annual revenue. For these purposes, Eckoh's revenue was
compared against that of the following providers: Syntec, Semafone,
PayGuard and PCI-PAL.
Complementary operations to Eckoh
Syntec has a proven, successful UK business, with strong
contracted revenues, an innovative product offering and a broad and
growing network of client relationships. Eckoh's recent performance
in the UK has been resilient as the market has continued to recover
from the pandemic and the company has seen continued improvement in
transactional volumes, reaching pre-pandemic levels in September
this year. The Directors believe Syntec's product capabilities and
client network will enable Eckoh to accelerate this momentum and
bolster its new business pipeline as the UK market continues to
normalise.
In the US, Syntec has seen fast growing levels of activity and
accelerating revenues for both on site and Cloud deployment
products. Syntec has achieved considerable new business success in
the US with a limited headcount in-market in comparison to Eckoh's
significant US team of 44 people. Syntec has shown proven
capability in winning new business through remote selling and the
Directors believe the Acquisition will enable Eckoh to combine this
remote model with its sales strategy in-market to create a
strengthened pipeline of new business opportunities that utilises
both approaches.
Syntec has a number of clients operating in multiple territories
through Cloud delivery. The company generates significantly more
revenue from markets in the 'rest of the world' than Eckoh
generates currently outside of its core US and UK markets. The
Directors believe the Acquisition will enable Eckoh to build
presence in these other territories and utilise Syntec's existing
network to build a new business pipeline outside of the US and
UK.
Attractive IP
Syntec has an extensive and attractive portfolio of 11 patents
that will bring additional, valuable IP to Eckoh's current product
set. Eckoh recently strengthened its own patent portfolio with two
further patents for Reverse Contact Centre Authentication, taking
the total number of international patents that support Eckoh's IP
to 17. The Directors believe Syntec's portfolio is complementary to
Eckoh's existing patents and will further expand the capabilities
of its product set.
Patent protection is increasingly important given current
dynamics in the competitive market landscape. The Acquisition
further strengthens Eckoh's IP with new, protected products that
have the potential to provide significant up-sell and cross-sell
opportunities for the company.
Provides cross-selling opportunities across established customer
bases
The Acquisition will give Eckoh additional breadth in how it can
sell, deliver, and deploy its product solutions. Syntec brings
additional technology to Eckoh's current business that will build
on the company's current product offering without incurring
significant overhead costs.
The Directors believe that Syntec and Eckoh's products are
inherently complementary in the capabilities they offer users.
Demand for Eckoh's security products is primarily driven by
technological need, regulatory pressures, and PCI DSS compliance.
Syntec wins new business on the basis of overall customer and
contact centre experience, driven by factors including call
handling times and customer satisfaction levels. The Acquisition
will enable Eckoh to meet the different needs and requirements of
these customer sets, providing significant opportunities for
cross-selling and up-selling different products and offerings.
Integration
The Company has formulated an integration plan for Syntec into
the Group to ensure the benefits of the Acquisition are realised
swiftly. Management will initially identify, agree and implement
central function cost savings, assess office requirements and start
to evaluate the combined product offering to determine what
rationalisation or adaptation is required.
In the short to medium term, management will evaluate Syntec's
technical infrastructure and establish a plan to amalgamate the
Group's global Cloud platforms, initiate cross-selling initiatives
and leverage combined technology solutions.
In the medium term, the Company aims to manage the transition of
Syntec and CardEasy brands, keeping the latter separate from the
Company's brand initially.
Favourable industry trends
The Company's target market both in the UK and US is any
sizeable enterprise or organisation that either transacts or
engages with its customers at scale and at volume. This activity
will usually be supported either by an in-house or outsourced
contact centre provider. The greater the volume of payment
transactions or customer engagement activity that the organisation
has, the more attractive they are to Eckoh, and the larger the
contact centre operation supporting the organisation is likely to
be.
Eckoh targets organisations that utilise contact centres with
more than 50 agent seats, and this represents over 2,510 in the UK
and 12,050 in the US. With so little of the large target market in
which the Company operates currently addressed, patented technology
and with, the Directors believe, limited competition to our
offering, this represents a huge opportunity for Eckoh in the
coming years.
With regulation tightening and the financial impact of data
breaches and fraud growing, the Directors believe that
organisations are increasingly looking for ways to move beyond the
requirement of merely being compliant in favour of securing
themselves more comprehensively, leading to broadening information
security budgets and remits. Moreover, the current crisis and the
consequent reliance on more contact centre agents working remotely
are only likely to accentuate these security requirements. We see
the trend of remote working becoming a permanent feature, and this
can only benefit Eckoh as our payments proposition enables
companies to effectively further reduce or remove the risk of data
breaches arising from one of the most challenging parts of their
businesses.
Substantial Transaction
The Acquisition represents a Substantial Transaction pursuant to
AIM Rule 12.
Financial Information on Syntec
Syntec's most recent audited accounts reflect trading results
for the 15 months to 30 June 2020 and the 6 months to 31 December
2020:
GBP'000 6 months to 15 months to
31 December 2020 30 June 2020
Revenue 3,614 6,252
Gross Profit 2,529 4,128
Margin (%) 70% 66.0%
Reported Operating Profit 1,001 393
Margin (%) 27.7% 6.3%
Annualised recurring revenue in Syntec's Secure Payments
division had grown at a compounded annual growth rate of 39% over
six years to GBP3.5m as at 31 December 2020.
Unaudited management accounts for the twelve months to 30 June
2021 indicate that Syntec earned 51% of its revenues in the UK, 36%
in the USA and the remainder throughout the rest of the world. Pre
IFRS 15 revenues totalled approximately GBP6.8m, compared to
GBP5.2m for the twelve months ended 30 June 2020, with recurring
revenues in the Secure Payments division comprising 76 per cent. of
total revenues. From a divisional perspective, 49% of revenues were
earned from its Secure Payments Solution only, 36% from a combined
solution and 15% from customer contact only.
On a post IFRS 15 basis, unaudited revenues increased from
GBP4.6m to GBP5.8m for the twelve months ended 30 June 2021, with
recurring revenues in the Secure Payments division comprising 83
per cent of revenues (12 months ended 30 June 2020: 90%)
The net assets of Syntec upon acquisition amount to
approximately GBP1.4m. The business will be acquired inclusive of
net cash of approximately GBP2.0m (expected to reduce to GBP1.5m
after requisite working capital adjustments following
completion).
New Debt Facility
In conjunction with the Acquisition, Eckoh has secured a new
GBP10m debt facility with Barclays, which comprises a GBP5m
overdraft and a GBP5m revolving credit facility ("Debt Facility").
The overdraft facility is dated 17 November 2021 and the revolving
credit facility is dated 14 December 2021.
Financial effects of the Acquisition
The Company expects the Acquisition to be earnings enhancing in
the first full year of ownership and significantly earnings
enhancing in first full year of ownership post synergies. This
statement is not meant or intended to be a profit forecast and
should not be interpreted to mean that the earnings per share of
Eckoh following completion of the Acquisition will necessarily be
above or below the historical published earnings per share.
Current Trading
There has been no change to Eckoh's current trading or outlook
since the update provided in the Company's interim results,
published on 2 December 2021.
The Company's net cash position as at 30 November 2021 stood at
GBP11.0m.
Terms of the Acquisition
On 15 December 2021, the Company entered into conditional
agreements to acquire the Syntec Group, through its acquisition of
the entire issued share capital of Syntec from the Sellers for
total consideration of GBP31.0m.
The cash consideration payable pursuant to the Acquisition is
GBP24.7m with the balance of GBP6.3m payable in new Eckoh
Consideration Shares. GBP8m of the Cash Consideration is to be
funded from Eckoh's existing cash resources, with the balance to be
funded from the Debt Facility and the proceeds of the Placing.
For the purpose of implementing the Acquisition, the Company
entered into a share purchase agreement (the "Majority SPA") with
the majority shareholders of Syntec (the "Majority Sellers") and a
series of minority seller share purchase agreements (the "Minority
SPAs") with the minority shareholders of Syntec (the "Minority
Sellers").
Pursuant to the terms of the Majority SPA, certain of the
Majority Sellers (the "Warrantors") have agreed to give customary
warranties and a tax covenant. The liability of the Warrantors
pursuant to the general warranties and the tax covenant is capped
at GBP1 and therefore the Company has purchased an appropriate
warranty and indemnity insurance policy to act as the Company's
recourse in the event of a claim arising pursuant to the general
warranties and tax covenant.
As a result of the Acquisition, the Syntec Group will need to
undertake certain migration actions to align the Syntec' Group's
operations with, and adopt procedures more consistent with, those
of the Company. As security for potential liabilities associated
with this migration, the Warrantors have agreed that GBP5m of the
Cash Consideration will be retained in an escrow account (jointly
held by the Company and one of the Warrantors) (the "Escrow
Account") pending completion of these migration actions. It is
anticipated that GBP4m of this retention will be released within a
short period of time, once a certain milestone of the migration has
been reached, with the remaining GBP1m to be released sometime
during the two years following completion of the Acquisition
("Completion").
In addition, the Majority SPA contains a limited number of
specific indemnities which are not covered by the warranty and
indemnity policy and therefore the Warrantors have agreed that, in
addition to the retention referred to above, the Company will
retain a further GBP2.1m of the Cash Consideration in the Escrow
Account for up to two years following Completion. During this
two-year period, amounts will be released from the Escrow Account
to the Warrantors and/or the Company depending on claims or
liability arising pursuant to these indemnities.
The Majority SPA also includes other terms customary for a
transaction of this nature, including a restrictive covenant. The
terms of the lock-in arrangements described below are also set out
in the Majority SPA.
Pursuant to the terms of the Minority SPA, the Minority Sellers
have agreed to give certain standard warranties as to title and
capacity, as well as a customary restrictive covenant. The Minority
Sellers have also agreed, for a period of six months, to only
dispose of their interests in the Consideration Shares through the
Company's brokers so as to maintain an orderly market in the
Company's shares.
The current board of directors of Syntec will step down at
Completion and it is intended that the current operating management
team of Syntec will continue in the Syntec Group's business under
the leadership of the Board.
Completion is conditional on the satisfactory completion of the
Placing prior to the longstop date of 24 January 2022.
Lock-in Arrangements
The Sellers will receive in aggregate 10,825,040 Consideration
Shares (representing a price of 58.2 pence per Consideration Share)
as part of the consideration payable in respect of the Acquisition.
These Consideration Shares will be subject to certain lock-in
arrangements which are set out below.
Colin Westlake (Chief Executive and Syntec co-founder), Danny
Creswell (Chief Sales and Marketing Officer) and James Campbell
(Chief Operations Director and Syntec co-founder), who on
completion of the Acquisition will, together with their affiliates,
hold, in aggregate, 7,745,600 Consideration Shares, will each be
subject to a 12-month lock-in from the date of Admission. Following
the end of this lock-in period, each of them will be subject to a
12-month orderly market arrangement which will restrict each of
them to disposing of a maximum of 25% of Consideration Shares held
by them in any three-month period.
The other Sellers, who on Completion will hold, in aggregate,
3,079,440 Consideration Shares, will each be subject to a 6-month
orderly market arrangement from the date of Admission.
All of the lock-in and orderly market arrangements will be
subject to customary exclusions.
Colin Westlake and Danny Cresswell have each also agreed to
remain with the enlarged business, as employees, for a minimum
period of 2 years. James Campbell has agreed to remain with the
enlarged business to implement the migration and Jonathan Graham
(Chief Compliance Officer), John Butler (Chief Finance Officer) and
Simon Beeching (Non-Executive Chairman) will each leave the
enlarged business after a short handover period. All other
employees will continue to be employed by the Group following the
Acquisition.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the Appendix.
The Joint Bookrunners will commence the Bookbuild immediately
following the publication of this Announcement. The book will open
with immediate effect following the publication of this
Announcement. The timing of the closing of the Bookbuild, pricing
and allocations are at the absolute discretion of the Joint
Bookrunners and the Company. Details of number of Placing Shares
will be announced as soon as practicable after the close of the
Bookbuild. The Placing is not being underwritten.
The Placing is not conditional upon the approval of the
Company's shareholders. The Company acknowledges that it is seeking
to issue new Ordinary Shares representing in aggregate up to
approximately 9.96 per cent. of its existing issued ordinary share
capital on a non pre-emptive basis and has therefore consulted,
where possible, with the Company's major institutional shareholders
ahead of this Announcement. The fundraise structure has been chosen
as it minimises cost, time to completion and use of management
time. The consultation has confirmed the Board's view that the
Placing is in the best interests of Shareholders, as well as wider
stakeholders, of Eckoh plc.
The Placing Shares, when issued, will be fully paid and will
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 after the date of issue.
Admission, settlement and CREST
In the event the Bookbuild completes, Application will be made
for the Placing Shares and Consideration Shares to be admitted to
trading on AIM. The Placing is conditional upon, inter alia,
Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms. The Company will provide a
further update to the market in due course.
The Appendix sets out further information relating to the
Bookbuild and the terms and conditions of the Placing. Persons who
have chosen to participate in the Placing, by making an oral,
electronic or written offer to acquire Placing Shares, will be
deemed to have read and understood this Announcement in its
entirety (including the Appendix) and to be making such offer on
the terms and subject to the conditions herein, and to be providing
the representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, nor the
information contained in it, is for publication, release,
transmission, distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful (or to any persons in any of those jurisdictions). This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction (or to
any persons in any of those jurisdictions). This Announcement has
not been approved by the London Stock Exchange. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act or with any securities regulatory
authority or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, pledged, transferred or delivered, directly or indirectly,
in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. No public offering of securities
is being made in the United States. The Placing Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Placing Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan or the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the Prospectus Regulation
or the UK Prospectus Regulation.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation or UK
Prospectus Regulation) to be published. Members of the public are
not eligible to take part in the Placing. This Announcement
(including the terms and conditions contained in this Announcement)
is for information purposes only and (unless otherwise agreed by
the Joint Bookrunners) is directed only at: (a) persons in member
states of the EEA who are qualified investors within the meaning of
Article 2(e) of the Prospectus Regulation ("EEA Qualified
Investors"); (b) persons in the United Kingdom, who are qualified
investors, being persons falling within the meaning of Article 2(e)
of the UK Prospectus Regulation, and who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); or (ii) are persons falling within
article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (c) persons to whom it may
otherwise lawfully be communicated, (each such persons in (a), (b)
and (c) together being referred to as "Relevant Persons"). This
Announcement (including the terms and conditions set out in 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 (including the terms
and conditions set out herein) relates is available only to, and
will be engaged in only with, Relevant Persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No responsibility or liability is
or will be accepted by, and no undertaking, representation or
warranty or other assurance, express or implied, is or will be made
or given by any of the Joint Bookrunners, or by any of their
respective partners, directors, officers, employees, advisers,
consultants or affiliates as to, or in relation to, the accuracy,
fairness or completeness of the information or opinions contained
in this Announcement or any other written or oral information made
available to or publicly available to any interested person or its
advisers, and any liability therefore is expressly disclaimed. The
information in this Announcement is subject to change.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA is acting solely for the Company and
no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Singer Capital Markets
is not responsible to anyone other than the Company for providing
the protections afforded to clients of Singer Capital Markets or
for providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser to the Company for the purposes of the
AIM Rules and no-one else in connection with the Placing and the
transactions and arrangements described in this Announcement and
will not be responsible to any other person ( whether or not a
recipient of this Announcement) as a client in relation to the
Placing or the transactions and arrangements described in this
Announcement. SCM Advisory is not responsible to anyone other than
the Company for providing the protections afforded to clients of
SCM Advisory or for providing advice in connection with the
contents of this Announcement, the Placing or the transactions and
arrangements described herein. SCM Advisory's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the FCA, is acting solely for the Company and
no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Placing or the transactions and
arrangements described in this Announcement. Canaccord Genuity is
not responsible to anyone other than the Company for providing the
protections afforded to clients of Canaccord Genuity or for
providing advice in connection with the contents of this
Announcement, the Placing or the transactions and arrangements
described herein.
None of the information in this Announcement has been
independently verified or approved by either of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under
it, no responsibility or liability whatsoever whether arising in
tort, contract or otherwise, is accepted by either of the Joint
Bookrunners or any of their respective partners, directors,
officers, employees, advisers, consultants or affiliates whatsoever
for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of either of
the Joint Bookrunners or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates
in connection with the Company, the Placing Shares or the Placing
or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the
Placing. Each of the Joint Bookrunners and their respective
partners, directors, officers, employees, advisers, consultants and
affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise in respect of any statements or other information
contained in this Announcement and no representation or warranty,
express or implied, is made by either of the Joint Bookrunners or
any of their respective partners, directors, officers, employees,
advisers, consultants or affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners or
any of their respective affiliates that would permit an offering of
the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts or otherwise deal for their
own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise.
Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition, the Joint Bookrunners and any of their
respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and are not intended to give any
assurance as to future results and the Company cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. The information
contained in this Announcement is subject to change without notice
and except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates, supplements 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 statements
are based, except where required to do so under applicable law.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners. This Announcement
does not constitute a prospectus or offering memorandum or an offer
in respect of any securities and is not intended to provide the
basis for any decision in respect of the Company or other
evaluation of any securities of the Company or any other entity and
should not be considered as a recommendation that any investor
should subscribe for, purchase, otherwise acquire, sell or
otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant
to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. The price and value of
securities can go down as well as up and past performance is not a
guide to future performance. The contents of this Announcement is
not to be construed as legal, business, financial or tax advice.
Each investor should consult with his or her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
References in this Announcement to other reports or materials,
such as a website address, have been provided to direct the reader
to other sources of information on the Company which may be of
interest. Neither the content of the Company's website (or any
other website) nor the content of any website accessible from
hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this Announcement.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
The Appendix to this Announcement (which forms part of this
Announcement) sets out further information relating to the terms
and conditions of the Placing and the Bookbuild. Persons who choose
to participate in the Placing, by making an oral or written offer
to subscribe for Placing Shares, will be deemed to have read and
understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to
the conditions in this Announcement and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings contained in the Appendix.
Information to Distributors
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners or
any of their respective affiliates that would permit an offering of
the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to the Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint
Bookrunners to inform themselves about, and to observe, such
restrictions.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance
Rules"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any 'manufacturer' (for the
purposes of the UK Product Governance Rules) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraphs
3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the 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 UK
Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "EU Target Market Assessment"). Notwithstanding the
EU 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 EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND
UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS ARE DIRECTED ONLY
AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF
THE PROSPECTUS REGULATION; (B) IN THE UNITED KINGDOM, PERSONS WHO
ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER"); OR (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; AND (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFUL TO COMMUNICATE IT (ALL SUCH PERSONS IN (A), (B)
AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS
TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE,
ANY SECURITIES IN THE COMPANY.
THE SECURITIES REFERRED TO HEREIN ARE BEING OFFERED OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US
SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT").
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE APPLICABLE
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, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO
PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE
APPROVED, DISAPPROVED OR RECOMMED BY THE US SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING, THE
OFFERING OF PLACING SHARES OR THE ACCURACY OR ADEQUACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.
NEITHER THE COMPANY NOR ANY OF THE JOINT BOOKRUNNERS MAKES ANY
REPRESENTATION TO PERSONS WHO ARE INVITED TO AND WHO CHOOSE TO
PARTICIPATE IN THE PLACING REGARDING AN INVESTMENT IN THE
SECURITIES REFERRED TO IN THIS ANNOUNCEMENT UNDER THE LAWS
APPLICABLE TO SUCH PLACEES. EACH PLACEE SHOULD CONSULT ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT
GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE SHARES.
THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY
REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE
ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE
IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT
(INCLUDING THIS APPIX), YOU SHOULD OBTAIN INDEPENT PROFESSIONAL
ADVICE.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety and to be participating in the Placing on the terms and
conditions, and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings, contained in this
Announcement.
In particular, each such Placee represents, warrants,
undertakes, acknowledges and agrees (amongst other things)
that:
(a) 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; and
(b) in the case of a Relevant Person in a member state of the
EEA or in the UK who acquires any Placing Shares pursuant to the
Placing:
(i) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation or the UK Prospectus Regulation,
as applicable; and
(ii) 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:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a member state of the EEA
other than EEA Qualified Investors or persons in the United Kingdom
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
(B) where Placing Shares have been acquired by it on behalf of
persons in a member state of the EEA other than EEA Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons; or
(C) where Placing Shares has been acquired by it on behalf of
persons in the UK other than Relevant Persons, the offer of those
Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons; and
(c) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
(d) it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
(e) it (and any account referred to in paragraph (c) above) is
outside the United States, and will be outside the United States at
the time the Placing Shares are acquired by it, and acquiring the
Placing Shares in an "offshore transaction" as defined in and in
accordance with Regulation S.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, warranties,
acknowledgements and agreements. Each Placee hereby agrees with the
Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which Placing
Shares will be issued. A Placee shall, without limitation, become
so bound if any of the Joint Bookrunners confirms to such Placee
its allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to subscribe for the number
of Placing Shares allocated to it at the Placing Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the US Securities Act or the applicable laws of
other jurisdictions.
Details of the Placing
The Company and the Joint Bookrunners have entered into a
Placing Agreement, under which the Joint Bookrunners have
undertaken, on the terms and subject to the conditions set out
therein, to use their respective reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The
Placing is not being underwritten by the Joint Bookrunners or any
other person.
The number of Placing Shares will be decided at the close of the
Bookbuild following the delivery by the Joint Bookrunners of the
Term Sheet. The timing of the closing of the book and allocations
are at the discretion of the Joint Bookrunners in consultation with
the Company. Details of the number of Placing Shares will be
announced as soon as practicable after the close of the
Bookbuild.
The total number of Ordinary Shares to be issued pursuant to the
Placing shall not exceed 25,377,600 Ordinary Shares, representing
up to approximately 9.96% of the Company's existing issued Ordinary
Share capital, excluding treasury shares.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under Eckoh plc, symbol
ECK, with ISIN GB0033359141.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 days after
Admission, it will not, without the prior written consent of the
Joint Bookrunners, enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Joint Bookrunners and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any power to grant consent to waive the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up under the Placing Agreement shall be
within the absolute discretion of the Joint Bookrunners and that
they need not make any reference to, or consult with, Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will take place on or before 8 a.m., on 22 December
2021 and that dealings in the Placing Shares will commence at the
same time.
Placing and Bookbuild
The Joint Bookrunners will today commence an accelerated
bookbuilding process to determine demand for participation in the
Placing by Placees. The book will be open with immediate effect.
This Announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The Joint Bookrunners and the Company shall be entitled to
effect the Placing by such alternative method to the Bookbuild as
they may, in their sole discretion, agree between them.
Principal terms of the Bookbuild and Placing
1. Singer Capital Markets and Canaccord Genuity are acting
severally, and not jointly, or jointly and severally, as Joint
Bookrunners of the Company in connection with the Bookbuild and the
Placing.
2. The Bookbuild and the Placing shall be conducted by way of
accelerated bookbuild to establish the number of Placing Shares to
be allocated to Placees.
3. Participation in the Placing is only available to persons who
are lawfully able to, and have been invited to, participate by the
Joint Bookrunners. The Joint Bookrunners and their respective
affiliates and/or their agents are entitled, acting for their own
account, to participate in the Placing as principal.
4. The number of Placing Shares to be issued will be agreed
between the Joint Bookrunners and the Company following completion
of the Bookbuild but, in any event, the number of Placing Shares
will not be more than 25,377,600 Placing Shares. The results of the
Bookbuild will be released via a RIS following the completion of
the Bookbuild.
5. Each Placee will be required to pay an amount equal to the
Placing Price in respect of each Placing Share issued to it.
6. The Bookbuild is expected to close no later than 8.00 a.m. on
16 December 2021 but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids received after the
Bookbuild has closed.
7. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at Singer
Capital Markets or Canaccord Genuity. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Placing Price. Bids may be scaled down by the
Joint Bookrunners on the basis referred to below. The Joint
Bookrunners are arranging the Placing as agents of the Company.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and, except with the
consent of the Joint Bookrunners, will not be capable of variation
or revocation after the time at which it is submitted. Each Placee
will have an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners (as agents of the
Company), to pay to the relevant Joint Bookrunner (or as the
relevant Joint Bookrunner may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee.
9. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
consultation with the Company and the Joint Bookrunners reserve the
right: (i) to scale back the number of Placing Shares to be
subscribed for by any Placee in the event of the Placing being
over-subscribed on such basis as they consider appropriate; (ii)
not to accept offers for Placing Shares or to accept such offers in
part rather than in full; (iii) to allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time; and/or (iv) to allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The Company reserves the right to reduce the amount to be
raised pursuant to the Placing, in agreement with the Joint
Bookrunners.
10. Each Placee's allocation of Placing Shares will be confirmed
to Placees orally, or in writing (which may include email), by
Singer Capital Markets or Canaccord Genuity (each as an agent of
the Company) following the close of the Bookbuild and a trade
confirmation or contract note has been or will be dispatched
thereafter. Singer Capital Market's or Canaccord Genuity's oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the relevant Joint Bookrunner and the
Company, under which it agrees to acquire by subscription the
number of Placing Shares allocated to it at the Placing Price and
otherwise on the terms and subject to the conditions set out in
this Announcement and in accordance with the Company's articles of
association. The terms and conditions of this Announcement will be
deemed to be incorporated in that trade confirmation, contract note
or such other (oral or written) confirmation and will be legally
binding on the Placee on behalf of which it is made. All
obligations under the Bookbuild and Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing". By participating in the Bookbuild, 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.
11. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
13. To the fullest extent permissible by law and the applicable
rules of the FCA, none of the Joint Bookrunners nor any of their
respective affiliates shall have any liability to the Placees (or
to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Joint Bookrunners and their respective
affiliates shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, none of
the Joint Bookrunners nor any of their respective affiliates shall
have any liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Placing or the Bookbuild.
Conditions of the Placing
The Joint Bookrunners' obligations under the Placing Agreement
are conditional on, inter alia:
1. the release of the Placing Results Announcement through a RIS
by no later than 8.00 a.m. on 16 December 2021 (or such other time
and/or date as the Company and the Joint Bookrunners may
agree);
2. the warranties on the part of the Company being true and
accurate and not misleading as of the date of the Placing
Agreement, the date of the Term Sheet and the date of Admission, as
though they had been given and made on such dates by reference to
the facts and circumstances then subsisting, and no matter having
arisen prior to Admission which might reasonably be expected to
give rise to a claim under the Placing Agreement;
3. the Acquisition Agreements: (i) having been duly executed by
the parties thereto by or on the date of this Announcement; (ii)
remaining in full force and effect and not having been modified, or
rescinded, lapsed or been terminated (in whole or in part) prior to
Admission; and (iii) having become unconditional in all respects
save for any conditions relating to Admission and to the Placing
Agreement not having been terminated and having become
unconditional in all respects;
4. the Facilities Agreement becoming unconditional in all
respects (save for any customary certain funds conditions and
conditions relating solely to Admission or completion of the
Acquisition Agreements) and the Facilities Agreement not being
terminated or rescinded prior to Admission; and
5. Admission taking place not later than 8.00 a.m. on 22
December 2021 or such later date as is agreed in writing between
the Company and the Joint Bookrunners, but in any event not later
than 8.00 a.m. on the Long Stop Date.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, is not fulfilled or
(where applicable) waived by the Joint Bookrunners (acting jointly)
by the respective time and date (if any) specified (or such later
time and/or date (if any) as the Joint Bookrunners may notify to
the Company); or (ii) any of such conditions becomes incapable of
being fulfilled, the Placing will not proceed and the Placees'
rights and obligations as set out in this Announcement in relation
to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof. The Joint Bookrunners (acting jointly) may, at
their absolute discretion and subject to any conditions they
consider appropriate, waive the satisfaction of any condition
(other than the occurrence of Admission) by giving notice to the
Company. The Joint Bookrunners (acting jointly) and the Company may
agree in writing to extend the period for compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the
period for satisfaction of the condition relating to Admission
shall not be extended beyond the Long Stop Date. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
None of the Joint Bookrunners, nor 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 they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Joint Bookrunners. Placees will have no rights against any of the
Joint Bookrunners, the Company or any of their respective partners,
members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended) or otherwise.
Right to terminate the Placing Agreement
Any Joint Bookrunner is entitled to terminate their
participation in the Placing by notice to the Company in certain
circumstances, including, inter alia, if at any time before
Admission:
1. any of the warranties given by the Company in the Placing
Agreement being untrue, inaccurate or misleading when made, or
having become untrue, inaccurate or misleading at any time between
the date of the Placing Agreement and Admission by reference to the
facts and circumstances subsisting from time to time;
2. in the opinion of the relevant Joint Bookrunner (acting in
good faith), a Material Adverse Change (as defined in the Placing
Agreement) whether or not foreseeable at the date of the Placing
Agreement;
3. the occurrence of a suspension or cancellation by the London
Stock Exchange of trading in the Company's securities;
4. the Company has failed to comply with any of its obligations
under the Placing Agreement such failure being, in the opinion of
the relevant Joint Bookrunner, material in the context of the
Placing or Admission; or
5. a change in market conditions having occurred or the
occurrence of certain force majeure events, which in each case, in
the opinion of the relevant Joint Bookrunner would or would be
likely to prejudice materially the Company or the Placing or makes
the success of the Placing doubtful or makes it impracticable or
inadvisable to proceed with the Placing, or render the creation of
a market in the ordinary share capital of the Company temporarily
or permanently impracticable.
If participation in the Placing is terminated by either of the
Joint Bookrunners prior to Admission then the Placing will not
occur and the Company and the Joint Bookrunners shall be released
and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations
under or pursuant to the Placing Agreement.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at anytime or
in any circumstances. By participating in the Placing, Placees
agree that the exercise by any of the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the relevant
Joint Bookrunner and that the Joint Bookrunners need not make any
reference to Placees in this regard and that none of the Joint
Bookrunners nor any of their respective affiliates shall have any
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement, the announcement of the
results of the Placing through a RIS and the business and financial
information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or has published
via a RIS ("Publicly Available Information") (save that in the case
of Exchange Information and Publicly Available Information, a
Placee's right to rely on that information is limited to the right
that such Placee would have as a matter of law in the absence of
this paragraph). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information and/or Publicly Available
Information), representation, warranty or statement made by or on
behalf of the Company or the Joint Bookrunners or any other person
and none of the Joint Bookrunners, nor the Company nor any other
person will be liable for any Placee's decision to participate in
the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been
authorised by any of the Joint Bookrunners, the Company or any of
their respective officers, directors, partners, employees or
agents. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing. Neither
the Company nor any of the Joint Bookrunners are making any
undertaking, representation or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by Singer Capital Markets or Canaccord
Genuity in accordance with the standing CREST settlement
instructions which they have in place with the relevant Joint
Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB0033359141) following Admission will take place within the CREST
system provided that, subject to certain exceptions, the Joint
Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means as they may deem necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the Placing Shares will be on
22 December 2021 unless otherwise notified by the Joint
Bookrunners. Admission is expected to occur by 22 December 2021 or
otherwise at such later time as may be agreed between the Company
and the Joint Bookrunners, not being later than the Long Stop
Date.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Singer Capital Markets or Canaccord Genuity may
sell any or all of the Placing Shares allocated to that Placee on
such Placee's behalf and retain from the proceeds, for the relevant
Joint Bookrunners' account and benefit (as agent for the Company),
an amount equal to the aggregate amount owed by the Placee plus any
interest due (chargeable daily on payments not received from
Placees on the date due). The relevant Placee will, however, remain
liable and shall indemnify the relevant Joint Bookrunner on demand
for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on the Joint Bookrunners such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which any of the Joint Bookrunners lawfully
take in pursuance of such sale. Legal and/or beneficial title in
and to any Placing Shares shall not pass to the relevant Placee
until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that any form of confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. None of the Joint Bookrunners nor the
Company will be liable in any circumstances for the payment of any
stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) will be deemed to make the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to each of the Joint
Bookrunners and the Company, that:
1 it has read and understood this Announcement in its entirety
and that its acquisition of and subscription for Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this Announcement and the Publicly
Available Information;
2 it acknowledges no offering document or prospectus or
admission document has been or will be prepared in connection with
the Placing or is required under the Prospectus Regulation or the
UK Prospectus Regulation and it has not received and will not
receive a prospectus, admission document or other offering document
in connection with Admission, the Bookbuild, the Company, the
Placing or the Placing Shares;
3 it acknowledges that the Ordinary Shares are traded on AIM and
that the Company is therefore required to publish the Exchange
Information which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account, and similar statements for preceding
financial years and that it has reviewed such Exchange Information
and that it is able to obtain or access such Exchange
Information;
4 acknowledges that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it
in any circumstances;
5 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither of the Joint Bookrunners nor the Company nor any of
their respective affiliates, agents, directors, officers or
employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in this Announcement or the Publicly Available
Information; nor has it requested any of the Joint Bookrunners, the
Company, any of their respective affiliates, agents, directors,
employees or officers or any person acting on behalf of any of them
to provide it with any such information;
6 neither of the Joint Bookrunners nor any person acting on
behalf of them nor any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability
for any Publicly Available Information, or any representation
relating to the Company, provided that nothing in this paragraph
excludes the liability of any person for fraudulent
misrepresentation made by that person;
7 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information;
8 neither of the Joint Bookrunners, nor the Company (nor any of
their respective affiliates, agents, directors, officers and
employees) have made any representation or warranty to it, express
or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information;
9 neither of the Joint Bookrunners, (nor any of their respective
affiliates, agents, directors, officers and employees) accepts any
responsibility for any acts or omissions of the Company or any of
the directors of the Company or any other person (other than the
relevant Joint Bookrunner) in connection with the Placing;
10 it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing;
11 it has not relied on any investigation that the Joint
Bookrunners or any person acting on their behalf may have conducted
with respect to the Company, the Placing or the Placing Shares;
12 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither of the Joint
Bookrunners nor any persons acting on their behalf is responsible
for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company
contained in this Announcement or the Publicly Available
Information nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
13 it is not, and at the time the Placing Shares are acquired
will not be, a resident of United States, Australia, Canada, Japan
or the Republic of South Africa;
14 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, Australia, Canada, Japan or the Republic of South Africa
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, Japan or the Republic
of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
15 it has not been offered to purchase or subscribe for Placing
Shares by means of (i) any "directed selling efforts" as defined in
Regulation S, or (ii) any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) of
Regulation D in connection with any offer or sale of Placing Shares
in the United States;
16 it, and any prospective beneficial owner for whose account or
benefit it is purchasing the Placing Shares: (i) is not a US Person
(as defined in Regulation S) and is, and at the time the Placing
Shares are subscribed for will be, located outside the United
States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S;
(ii) is aware of the restrictions on the offer and sale of the
Placing Shares pursuant to Regulation S, including that Rule 904 of
Regulation S regarding "Offshore Resales" is not applicable to
"affiliates" (as defined in Rule 405 under the Securities Act) of
the Company; and (iii) has not been offered to purchase or
subscribe for Placing Shares by means of any "directed selling
efforts" as defined in Regulation S;
17 it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States or to,
or for the account or benefit of, US Persons (as defined in
Regulation S) except pursuant to an effective registration under
the US Securities Act, or pursuant to an exemption from the
registration requirements of the US Securities Act and in
accordance with applicable state securities laws;
18 it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit,
any presentation or offering materials concerning the Placing or
the Placing Shares to any persons within the United States;
19 no action has been or will be taken by any of the Company,
the Joint Bookrunners or any person acting on behalf of the Company
or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
20 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will pay the total subscription amount in accordance with the
terms of this Announcement on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
Placees or sold at such price as the Joint Bookrunners
determine;
21 it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
22 neither of the Joint Bookrunners, their respective affiliates
and any person acting on behalf of any of them is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of either of the Joint Bookrunners and
that no Joint Bookrunner has any duties or responsibilities to it
for providing the protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
23 that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or
any of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;
24 it will make payment to the relevant Joint Bookrunner for the
Placing Shares allocated to it in accordance with the terms and
conditions of this Announcement on the due times and dates set out
in this Announcement, failing which the relevant Placing Shares may
be placed with others on such terms as the relevant Joint
Bookrunner determines in its absolute discretion without liability
to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement) which may
arise upon the sale of such Placee's Placing Shares on its
behalf;
25 its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
26 the person who it specifies for registration as holder of the
Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be;
27 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
28 if in the United Kingdom, that it is a Relevant Person and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
29 if it is acting as a financial intermediary, as that term is
used in Article 2(d) of the Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Joint Bookrunners and the Company
has not been given to the proposed offer or resale;
30 that it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the EEA, except to EEA Qualified
Investors or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in any member state
in the EEA within the meaning of Article 2(d) of the Prospectus
Regulation;
31 that it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of Article 2(d) of the UK Prospectus
Regulation;
32 that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are EEA Qualified Investors
and represents, warrants and undertakes that it has not offered or
sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to EEA Qualified Investors or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Regulation;
33 if in a member state of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is (i) an
EEA Qualified Investor and (ii) a "professional client" or an
"eligible counterparty" within the meaning set out in MIFID II, as
implemented into national law of the relevant EEA state;
34 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by any of the
Joint Bookrunners in their capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial
promotion by an authorised person;
35 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
36 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not:
(a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the securities of the Company; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
37 none of the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of the Joint Bookrunners or their
respective affiliates, agents, directors, officers or employees is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties,
acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance
of any of the Joint Bookrunners' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
38 each Joint Bookrunner and its affiliates, acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their respective affiliates acting as an investor for
its or their own account(s). Neither of the Joint Bookrunners nor
the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
39 it has complied with its obligations under the Criminal
Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
40 in order to ensure compliance with the Regulations, each
Joint Bookrunner (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the
relevant Joint Bookrunner or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Joint
Bookrunner's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form may be delayed at
the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity the relevant Joint
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, the relevant Joint Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
41 it acknowledges that its commitment to acquire Placing Shares
on the terms set out in this Announcement will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of
the Placing;
42 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners;
43 it irrevocably appoints any duly authorised officer of each
Joint Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe for upon
the terms of this Announcement;
44 the Company, the Joint Bookrunners and others (including each
of their respective affiliates, agents, directors, officers and
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to each Joint Bookrunner on its own behalf and on behalf
of the Company and are irrevocable;
45 it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
46 time is of the essence as regards its obligations under this Appendix;
47 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
48 acknowledges that its commitment to subscribe for Placing
Shares on the terms set out in this Announcement 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;
49 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
50 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Bookbuild and/or the Placing will be
governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in
relation to any claim, dispute or matter arising out of such
contract except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or the
Joint Bookrunners in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation
on a recognised stock exchange.
Miscellaneous
The Company, the Joint Bookrunners and their respective
affiliates will rely upon the truth and accuracy of each of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each of the Joint Bookrunners for
itself and on behalf of the Company and are irrevocable.
The rights and remedies of the Joint Bookrunners and the Company
under the terms and conditions in this Announcement are in addition
to any rights and remedies which would otherwise be available to
each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by the Joint Bookrunners, the Company or any of their
respective affiliates, agents, directors, officers or employees
arising from the performance of the Placees' obligations as set out
in this Announcement, and further agrees that the provisions of
this Appendix shall survive after completion of the Placing.
The provisions of this Announcement may be waived, varied or
modified as regards specific Placees or on a general basis by the
Joint Bookrunners.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company nor either of the Joint Bookrunners will
be responsible, and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have
incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice
and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty,
expressed or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
On application, each Placee may be asked to disclose, in writing
or orally to either of the Joint Bookrunners: i) if he is an
individual, his nationality; or ii) if he is a discretionary fund
manager, the jurisdiction in which the funds are managed or
owned.
Any documents sent will be at the Placee's risk. They may be
sent by post to such Placees at an address notified to the relevant
Joint Bookrunner.
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.
DEFINITIONS
In this Announcement:
"Acquisition Agreement" means the Majority SPA and the Minority
SPAs dated 15 December 2021 for the acquisition by the Company of
the entire issued share capital of Syntec Holdings Limited;
"Act" means the Companies Act 2006, as amended from time to
time;
"Admission" means the admission of the Placing Shares to trading
on AIM becoming effective in accordance with rule 6 of the AIM
Rules;
"AIM" means AIM, a market of the London Stock Exchange;
"AIM Rules" means the rules for companies and accompanying
guidance notes published by the London Stock Exchange governing,
inter alia, admission to and the operation of AIM, as amended and
reissued from time to time;
"Announcement" means this announcement (including the appendix
to this announcement);
"Appendix" means the appendix to this Announcement;
"Application" means the application by or on behalf of the
Company for Admission in accordance with rule 5 of the AIM
Rules;
"Board" means the board of directors from time to time;
"Bookbuild" means the accelerated bookbuild process in relation
to the Placing, on the terms described in the Placing Agreement,
which will establish the number of Placing Shares to be issued and
allotted pursuant to the Placing;
"CREST" means the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in the CREST Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), as amended from time to time;
"Directors" means the directors of the Company for the time
being;
"Facilities Agreement" means, together, the overdraft facility
dated 17 November 2021 and the revolving credit facility dated 14
December 2021 between the Company and Barclays Bank PLC.
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FSMA" means the Financial Services and Markets Act 2000, as
amended;
"Joint Bookrunners" means, together, Singer Capital Markets and
Canaccord Genuity;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 24 January 2022;
"MAR" means the EU Market Abuse Regulation (EU) 596/2014 and all
delegated or implementing regulations relating to that Regulation
as amended and transposed into the laws of the United Kingdom
pursuant to the European Union (Withdrawal) Act 2018;
"Ordinary Shares" means ordinary shares of 0.25 pence each in
the capital of the Company;
"Placee" means any person who agrees to subscribe for the
Placing Shares pursuant to the Placing;
"Placing" means the placing of the Placing Shares by the Joint
Bookrunners, on behalf of the Company, with Placees pursuant to the
Placing Agreement;
"Placing Agreement" means the agreement dated on or around the
date of this Announcement for the placing of up to 25,377,600
Placing Shares of the Company;
"Placing Price" means 54 pence per Placing Share;
"Placing Results Announcement" means the announcement of the
results of the Bookbuild via a RIS;
"Placing Shares" means up to 25,377,600 new Ordinary Shares to
be allotted and issued by the Company pursuant to the Placing;
"Prospectus Regulation" means Regulation (EU) 2017/1129 (as
amended and supplemented from time to time);
"Regulation S" means Regulation S under the US Securities
Act
"RIS" means a Regulatory Information Service that is on the list
of approved Regulatory Information Services maintained by the
FCA;
"Sellers" means the persons selling shares in Syntec Holdings
Limited under the Acquisition Agreements;
"Shareholders" means holders of Ordinary Shares;
"Term Sheet" means the term sheet to be entered into by the
Company and the Joint Bookrunners pursuant to the Placing
confirming, inter alia, the number of Placing Shares to be issued
pursuant to the Placing;
"UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia; and
"US Securities Act" means the US Securities Act of 1933, as
amended.
This information is provided by RNS, the news service of the
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END
ACQDZMMZFDLGMZZ
(END) Dow Jones Newswires
December 15, 2021 02:00 ET (07:00 GMT)
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