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RNS Number : 3864L
Gresham House PLC
10 September 2021
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018 AND CERTAIN OTHER ENACTING MEASURES ("UK MAR").
For immediate release
10 September 2021
Gresham House plc
("Gresham House", the "Company" or the "Group")
Acquisition of the VCT business of Mobeus Equity Partners
and
Proposed Placing of approximately GBP40 million at 910 pence per
share to fund acquisition and AUM growth development projects
Gresham House (AIM: GHE), the specialist alternative asset
manager, is pleased to announce its intention to acquire the
Venture Capital Trust ("VCT") business of Mobeus Equity Partners
LLP ("Mobeus") for an initial consideration of GBP24.0 million,
with further consideration of up to GBP12.1 million payable over a
three-year period and subject to the achievement of certain
criteria (the "Acquisition").
The Company intends to raise gross proceeds of approximately
GBP40 million through a placing, which includes a GBP20m cash
placing of 2,197,802 new ordinary shares of 25 pence each in the
capital of the Company ("Ordinary Shares") ("Cash Placing Shares")
at a price of 910 pence per Placing Share (the "Placing Price")
(the "Cash Placing") and a GBP20 million vendor placing ("Vendor
Placing") by way of a placing of 2,197,802 new Ordinary Shares to
be issued to the Sellers pursuant to the Acquisition.
The intended net proceeds of the Placing will be used to fund
the Acquisition as well as to fund development projects such as
battery storage and solar projects, which are intended to be
acquired by vehicles managed by Gresham House, thereby creating
value for shareholders.
Mobeus is a UK-based investment firm managing assets across two
distinct client groups, one of which is the VCT business being
acquired by Gresham House. The four VCT contracts being acquired
from Mobeus are with Mobeus Income & Growth VCT plc, Mobeus
Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc
and The Income & Growth VCT plc (together, the "Mobeus VCTs"),
with a combined AUM of GBP369 million [1] . Following an extensive
due diligence process, the Mobeus VCT Boards have unanimously
approved the transaction.
Key highlights of the Acquisition and Placings
-- Directors of the Company believe there is a clear and
compelling strategic rationale for the Acquisition:
- Mobeus VCTs' strong brand and long term investment performance provide a close fit with
Gresham House's reputation for governance, fund performance and
investment culture
-- High-quality and experienced Mobeus team is culturally
aligned with the Gresham House team and brings complementary
skills
-- Acquisition gives Mobeus VCTs access to Gresham House central
resources, existing investment resources and network to support
long-term investment ambitions
-- Acquisition structure provides a framework to both
incentivise and retain key Mobeus VCT team members post
completion
- Acquisition creates a leading player in the VCT segment with a
combined c.GBP850 million of AUM
-- Combined platform will help target enhanced returns for
Mobeus and Gresham House's VCT investors and accelerate growth of
the Group's VCT AUM
- Strong ambitions in line with Gresham House's approach to ESG
and sustainable investment processes
-- VCT segment increasingly recognised as providing economic and
social benefits through growth capital provision to small
businesses
-- Increases Group pro-forma AUM to c.GBP5.4 billion [2] upon
completion
-- Materially earnings enhancing in the first full year and is
consistent with the Company's stated financial and strategic
acquisition metrics
- Expected to deliver operating profit increase of c.GBP4.5m
(annualised) and ROIC of over 15%
-- Placing to raise gross proceeds of GBP40.0 million to
fund:
- GBP26.0 million - Acquisition of Mobeus VCT business (initial
consideration payable pursuant to the Acquisition and transaction
and Placing fees and costs)
- GBP14.0 million - AUM growth development projects
The Company expects the Acquisition to exceed its medium-term
ROIC target of 15%. The Group has identified a number of potential
synergies in the Mobeus VCT business, and the Acquisition is
expected to support the Group's stated objective of achieving a 40%
operating margin as part of the GH25 Group plan.
It is intended that the Acquisition will be funded through the
allotment of 2,637,362 new Ordinary Shares (the "Consideration
Shares") comprising the allotment of 439,560 new Ordinary Shares to
certain individual partners of Mobeus (the "Sellers") with a value
of approximately GBP4.0 million and the allotment of 2,197,802 new
Ordinary Shares pursuant to a vendor placing at the Placing Price
(the "Vendor Placing Shares") with a value of approximately GBP20.0
million. The Company also intends to raise an additional
approximately GBP20.0 million through the placing of the Cash
Placing Shares.
The Placing Price of 910 pence per Placing Share represents a
2.15% discount to the closing middle market price of 930 pence per
Ordinary Share on 9 September 2021 (being the last business day
prior to the release of this announcement).
Completion of the Acquisition is conditional on completion and
settlement of the Cash Placing.
The Placing Shares will be issued pursuant to the Company's
existing shareholder authorities granted at the Company's annual
general meeting on 12 May 2021.
The Placing is being conducted through an accelerated bookbuild
process, in accordance with the terms and conditions set out in the
Appendix1 to this announcement (the "Bookbuild"), which will be
launched immediately following this announcement.
Canaccord Genuity Limited ("Canaccord") is acting as Nominated
Adviser, Joint Global Co-Ordinator, Joint Bookrunner and Joint
Broker in relation to the Placing. Jefferies International Limited
("Jefferies") are acting as Joint Global Co-Ordinator, Joint
Bookrunner and Joint Broker in relation to the Placing. The Placing
is not being underwritten.
The Placing Shares are not being made available to the public.
The Bookbuild will be closed at the discretion of Banks, it is
envisaged that this will be no later than 4.30 p.m. today, 10
September 2021.
Completion of the Cash Placing is conditional on, inter alia,
First Admission occurring, and completion of the Vendor Placing is
conditional on, inter alia, completion of the Acquisition and
Second Admission occurring.
Commenting on the Acquisition, Anthony Dalwood, Gresham House's
Chief Executive Officer, said:
"This Acquisition substantially boosts our AUM, profitability
and enhances our presence in the VCT segment, accelerating progress
towards our GH25 targets. The combination of Mobeus with Gresham
House's existing VCT business expands our scale and presence in the
VCT segment, and our combined complementary strengths will bring
what believe are considerable benefits to VCT investors.
"The Acquisition brings together two of the leading teams and
brands to create a VCT platform with c.GBP850 million of AUM. In
addition, the Mobeus VCTs' focus on private markets and emphasis on
total return is highly complementary to our existing Baronsmead
VCTs, which invest in unlisted and public companies to deliver
consistent dividends.
"As the VCT segment continues to consolidate, this deal enhances
our combined reach amid what we believe is a period of rising
demand for early stage growth capital. The role of VCTs in
supporting emerging and disruptive businesses is closely aligned
with Gresham House's ESG-focused investment strategies and I look
forward to working closely with the Mobeus team to deliver
excellent returns for all our stakeholders."
About the VCT business of Mobeus Equity Partners LLP
Mobeus ( www.mobeus.co.uk ) is a UK based investment firm
managing assets across two distinct client groups, one of which is
the VCT business being acquired by Gresham House. The VCT business
is made up of four VCTs, being Mobeus Income & Growth VCT plc,
Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4
VCT plc and The Income & Growth VCT plc, which have a combined
AUM of GBP369 million 1 .
Over the last 10 years, the Mobeus VCTs are ranked as four of
the top five performing funds within the generalist VCT segment [3]
, with strong performance throughout. In the year ended 30 June
2021, the Mobeus VCT business generated EBITDA of GBP4.5 million
[4] and had AUM of GBP369 million 1 .
Acquisition overview
The addition of Mobeus' scaled, high performing set of VCT funds
will create a leading player in the VCT segment with c.GBP850
million of combined VCT AUM post Acquisition. The larger asset base
and additional investment team members will provide an opportunity
to increase fundraising and deployment across the enlarged Group's
two VCT brands, being Baronsmead and Mobeus. The Company believes
the combined platform will benefit from positive momentum as the
Company expects further growth in the pool of VCT qualifying
companies over the coming years and increasing retail investor
demand for private equity investments and the tax incentives linked
to VCT investing.
Following completion of the Acquisition, the Mobeus team
transferring to Gresham House will consist of 16 full time
employees and a further three consultants. Of the transferring
Mobeus team, the partners, Trevor Hope and Clive Austin, will join
Bevan Duncan and Ken Wotton to become the senior management team of
Gresham House's Strategic Equity division. Trevor and Clive will
remain responsible for the investment, portfolio, and fund
management of the Mobeus VCTs, alongside their investment and
operations teams.
Each VCT brand will retain its unique identity. The combination
of Mobeus and Baronsmead creates a large integrated team, combining
experience, resource, contacts, and know-how to access more and
higher quality investment opportunities.
Further details of the Acquisition
The Company has agreed to acquire (on a cash-free, debt-free
basis), through its subsidiary Gresham House Holdings Limited and
subject to the satisfaction of certain conditions, the business and
assets of Mobeus Equity Partners LLP's VCT business as it relates
to Mobeus Income & Growth VCT plc, Mobeus Income & Growth 2
VCT plc, Mobeus Income & Growth 4 VCT plc and The Income &
Growth VCT plc. The Acquisition shall be for a total initial
consideration of GBP24.0 million, which may rise to GBP36.1 million
subject to certain criteria and maintaining the VCT contracts being
satisfied over the three-year period following completion of the
Acquisition.
Of the GBP24.0 million payable upon completion of the
Acquisition, GBP20.0 million shall be payable in cash (and shall be
funded from the net proceeds of the Vendor Placing and, if
required, the Cash Placing) with the remaining GBP4.0 million to be
satisfied by the allotment of 439,560 Consideration Shares to the
Sellers at the Placing Price. These retained Consideration Shares
shall be subject to a lock up until the later of the announcement
by Gresham House of its financial results for the year ended 31
December 2022, or 31 March 2023. Subject to certain limitations
part of the conditional consideration may be settled in a mixture
of cash and shares at the Company's discretion.
The Initial Consideration Shares, which will rank pari passu
with the Company's existing ordinary shares, will be admitted to
trading on AIM, a market operated by the London Stock Exchange, at
8.00 a.m. on 30 September 2021 (or such later date as may be agreed
between the Company and the Banks).
Subject to the satisfaction of certain conditions, including
completion and settlement of the Cash Placing, completion is
expected to occur on 30 September 2021.
Details of the Placing
The Company has today entered into a placing and arrangement
agreement with the Banks (the "Placing and Arrangement Agreement")
pursuant to which the Banks have agreed to arrange the Cash Placing
and the Vendor Placing. In addition, the Company, Mobeus and the
Sellers today entered into a vendor placing agreement with the
Banks ("the Vendor Placing Agreement") pursuant to which the Banks
have agreed to arrange a placing of certain of the Consideration
Shares to be issued to the Sellers under the Acquisition. The
Company has given certain warranties and indemnities customary on a
placing in favour of the Banks in the Placing and Arrangement
Agreement.
The Placing, which is being conducted by way of an accelerated
book-building process, will be launched immediately following this
announcement, in accordance with the terms and conditions set out
in the Appendix to this announcement.
The timing of the closing of the Bookbuild, and allocations of
Placing Shares pursuant to the Placing, are at the discretion of
the Banks, following consultation with the Company.
The Placing is to be effected by way of the Cash Placing of up
to GBP20 million (the "Cash Placing") and the Vendor Placing of up
to GBP20 million of the Consideration Shares to be allotted and
issued to the Sellers in connection with the Acquisition (the
"Vendor Placing") in each case at the Placing Price.
It is expected that admission of the Cash Placing Shares to
trading on AIM ("First Admission") will become effective and that
dealings in the Cash Placing Shares will commence on AIM at 8.00
a.m. on 17 September 2021. The Cash Placing is conditional upon,
inter alia, First Admission taking place on 17 September 2021 (or
such later date as may be agreed between the Company and the Banks,
being no later than 30 September 2021 ("First Long Stop
Date")).
It is expected that admission of the Consideration Shares
(including the Vendor Placing Shares) to trading on AIM ("Second
Admission") will become effective and that dealings in the
Consideration Shares (including the Vendor Placing Shares) will
commence on AIM at 8.00 a.m. on 30 September 2021. The Vendor
Placing is conditional upon, inter alia, First Admission taking
place, completion of the Acquisition and Second Admission occurring
on 30 September 2021 (or such later date as may be agreed between
the Company and the Banks, being no later than 15 October 2021
("Second Long Stop Date")).
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this announcement (which
forms part of this announcement).
The Appendix to this announcement contains the detailed terms
and conditions of the Placing and the basis on which investors may
agree to participate in the Placing. The Placing has not been
underwritten by the Banks. Placees are deemed to have read and
understood this announcement in its entirety, including the
Appendix, and to have made their offer on the terms and subject to
the conditions contained herein and to have given the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this announcement.
Placing and Acquisition Considerations
The Directors believe the Acquisition to be in the best
interests of the Company and its shareholders as a whole. In making
this statement the Directors have spent time, and have taken
appropriate advice, in considering the Acquisition and the method
by which the cash consideration payable in respect of the
Acquisition should be funded. The Directors concluded that the
Placing and Vendor Placing was the most appropriate structure to
raise equity funding.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK version of the Market Abuse Regulation (EU 596/2014), which
is part of the laws of England and Wales by virtue of the EUWA and
certain other enacting measures ("UK MAR"). Upon the publication of
this announcement via a Regulatory Information Service this inside
information is now considered to be in the public domain.
- Ends -
For more information contact:
Gresham House plc
Tony Dalwood, Chief Executive Officer +44 (0)20 3837
Kevin Acton, Chief Financial Officer 6270
Blackdown Partners - Financial Adviser to Gresham
House plc
Peter Tracey +44 (0)20 3807
Tom Fyson 8484
Canaccord Genuity Limited - Nominated Adviser,
Joint Global Co-Ordinator, Joint Bookrunner and
Joint Broker
Bobbie Hilliam +44 (0)20 7523
Georgina McCooke 8000
Jefferies International Limited - Joint Global
Co-Ordinator, Joint Bookrunner and Joint Broker
Paul Nicholls
Max Jones +44 (0)20 7029
Lee Morton 8000
Houston - PR advisors gh@houston.co.uk
+44 (0)20 4529
Alexander Clelland 0549
Kay Larsen
About Gresham House:
Gresham House is a specialist alternative asset management
group, dedicated to sustainable investments across a range of
strategies, with expertise across forestry, housing,
infrastructure, renewable energy and battery storage, public and
private equity.
Our origins stretch back to 1857, while our focus is on the
future and the long term. Quoted on the London Stock Exchange
(GHE:LN) we actively manage c.GBP4.7 billion of assets (as at 30
June 2021) on behalf of institutions, family offices, charities and
endowments, private individuals and their advisers. We act
responsibly within a culture of empowerment that encourages
individual flair and entrepreneurial thinking.
As a signatory to the UN-supported Principles for Responsible
Investment (PRI), our vision is to always make a positive social or
environmental impact, while delivering on our commitments to
shareholders, employees and investors.
www.greshamhouse.com
IMPORTANT NOTICES
No action has been taken by the Company, the Banks or any of its
or their respective Affiliates, or any of its or their respective
agents, directors, officers or employees that would permit an offer
of the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such 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 Banks to
inform themselves about, and to observe, such restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with Regulation (EU) 2017/1129 (the
"Prospectus Regulation") and the Prospectus Regulation as it forms
part of UK domestic law by virtue of the European Union (Withdrawal
Act) 2018 ("UK Prospectus Regulation")) . Persons needing advice
should consult a qualified independent legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Members of the public are not eligible to take part in the
Placing. In member states of the European Economic Area ("EEA"),
this announcement is directed only at and may only be communicated
to persons who are "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation ("qualified investors").
In the United Kingdom, this Announcement is directed only at
qualified investors within the meaning of Article 2(e) of the UK
Prospectus Regulation who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) order
2005 (the "order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the order; or (iii)
persons to whom it may otherwise lawfully be communicated
(together, "relevant persons"). Any investment or investment
activity to which the Announcement relates is only available to and
will only be engaged with in the member states of the EEA by
qualified investors and in the United Kingdom by relevant persons.
This announcement must not be acted on or relied on by persons in
member states of the EEA who are not qualified investors or by
persons in the United Kingdom who are not relevant persons.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
A prospectus has not been and will not be filed with any
securities regulator in Canada in connection with the sale of the
Placing Shares and the Placing Shares may not be offered or sold
within Canada except pursuant to an exemption from, or in a
transaction not subject to, the prospectus requirements of Canadian
securities laws.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
the Republic of South Africa, or Japan or any other jurisdiction in
which such activities would be unlawful.
By participating in the Bookbuild and the Placing, each person
who is invited to and who chooses to participate in the Placing
(each a "Placee") by making an oral or written and legally binding
offer to acquire Placing Shares will be deemed to have read and
understood this announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and
conditions contained in the Appendix to this announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix to this
announcement.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes'", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, you are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this announcement
may not occur. The forward-looking statements contained in this
announcement speak only as of the date of this announcement. The
Company, its Directors and the Banks each expressly disclaim any
obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the AIM Rules, UK MAR, the DTRs, the rules of
the London Stock Exchange or the Financial Conduct Authority
("FCA").
Canaccord Genuity Limited is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. Jefferies
International Limited ("Jefferies") is authorised and regulated by
the Financial Conduct Authority in the United Kingdom. Each of
Canaccord and Jefferies is acting exclusively for the Company, the
Sellers and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than the Company and the Sellers for providing the protections
afforded to the respective clients of Canaccord and Jefferies or
for providing advice in relation to the matters described in this
announcement. The responsibilities of Canaccord, as nominated
adviser, are owed solely to the London Stock Exchange plc and are
not owed to the Company or to any Director or any other person and
accordingly no duty of care is accepted in relation to them.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord, Jefferies or by any of its or their respective
Affiliates or any of its or their respective directors, officers,
employees, agents or advisers 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.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Placing, each of the Banks and any of
their respective Affiliates may take up a portion of the shares of
the Company in the Placing as a principal position and in that
capacity may retain, purchase or sell for its own account such
shares and other securities of the Company or related investments
and may offer or sell such shares, securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this announcement to Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to the Banks or any of
their respective Affiliates acting in such capacity. In addition,
either of the Banks or any of their respective Affiliates may enter
into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which such Banks
or any of their respective Affiliates may from time to time
acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither of the Banks, or any of their
respective Affiliates, intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
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.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within 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: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (b) or eligible
counterparty per (c); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(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 Banks
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 UK 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; and (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 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of 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.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"Act" the Companies Act 2006, as amended
from time to time
"Acquisition" the acquisition of certain assets
of Mobeus on the terms of, and
subject to the conditions set out
in, the Acquisition Agreement
"Acquisition Agreement" means the business purchase agreement
between the (1) the Company (2)
GH Acquisition Co (3) Mobeus and
(4) the members of Mobeus, dated
10 September 2021 containing the
terms on, and conditions subject
to, which GH Acquisition Co will
make the Acquisition
"Admission" admission of the Consideration
Shares and the Cash Placing Shares
to trading on AIM, which will take
place in two stages at the time
of First Admission and Second Admission
"AIM" AIM, a market operated by the London
Stock Exchange
"AIM Rules" or "AIM Rules the AIM Rules for Companies published
for Companies" by the London Stock Exchange from
time to time
"Appendix" means the appendix to this Announcement
"AUM" assets under management
"Banks" Canaccord and Jefferies
"Board" or "Directors" the directors of the Company
"certificated" or "in certificated a share or other security not held
form" in uncertificated form (i.e. not
in CREST)
"Canaccord" Canaccord Genuity Limited, the
Company's nominated adviser, joint
broker, joint bookrunner and joint
global co-ordinator
"Cash Placing" the conditional placing by the
Banks of the Cash Placing Shares
on the terms and subject to the
conditions contained in the Placing
and Arrangement Agreement and this
Announcement
"Cash Placing Shares" up to 2,197,802 new Ordinary Shares
to be subscribed for by institutional
and other investors at the Placing
Price under the Cash Placing
"Company" or "Gresham House" Gresham House plc, a company registered
in England and Wales with registered
number 00000871
"Completion" completion of the Acquisition Agreement
in accordance with its terms
"Consideration Shares" up to 2,637,362 new Ordinary Shares
to be allotted and issued to the
Sellers in connection with the
Acquisition in accordance with
the Acquisition Agreement
"CREST" 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" the Uncertificated Securities Regulations
2001 (SI 2001/3755) as amended
from time to time
"Disclosure Guidance and (a) the disclosure guidance made
Transparency Rules" by the UKLA in accordance with
section 73A(3) of Part VI of FSMA
relating to the disclosure of information
in respect of financial instruments
(and, where the context requires,
the disclosure rules made by the
UKLA in accordance with section
73A(3) of Part VI of FSMA relating
to the disclosure of information
in respect of financial instruments
which have been admitted to trading
on a regulated market or for which
a request for admission to trading
on such market has been made);
and
(b) the transparency rules made
by the UKLA under section 73A(6)
of Part VI of FSMA in relation
to major shareholdings and the
notification and dissemination
of information by issuers of transferable
securities (and, in each case,
as that guidance and those rules
may be amended from time to time)
"EU" the European Union
"EUWA" means the European Union (Withdrawal)
Act 2018
"Existing Ordinary Shares" the 32,945,875 existing Ordinary
Shares in issue as at the date
of this announcement
"Financial Conduct Authority" the Financial Conduct Authority
or "FCA" of the United Kingdom
"First Admission" the admission to trading on AIM
of the Cash Placing Shares, which
is expected to occur on or around
8.00 a.m. on 17 September 2021
(or such later date as may be agreed
between the Company and the Banks,
being no later than the First Long
Stop Date)
"First Long Stop Date" 30 September 2021
"FSMA" the Financial Services and Markets
Act 2000 (as amended, modified,
consolidated, re-enacted or replaced
from time to time)
"GH Acquisition Co" Gresham House Holdings Limited,
a company registered in England
and Wales with registered number
09514560
"Group" the Company and its subsidiary
undertakings from time to time
"Jefferies" Jefferies International Limited
being the Company's joint bookrunner,
joint broker and joint global co-ordinator
"London Stock Exchange" London Stock Exchange plc
"Mobeus" Mobeus Equity Partners LLP being
the Seller of the assets to be
purchased by GH Acquisition Co
pursuant to the Acquisition
"Neville Registrars Limited" Neville Registrars Limited, the
or "Registrar" Company's registrar
"Official List" the official list of the Financial
Conduct Authority
"Ordinary Shares" ordinary shares of 25 pence each
in the share capital of the Company
"Placing" together, the Cash Placing and
the Vendor Placing
"Placing and Arrangement the conditional agreement dated
Agreement" 10 September 2021 between the Company,
Canaccord and Jefferies relating
to the Cash Placing and the arrangement
of the Vendor Placing
"Placing Price" 910 pence per Placing Share
"Placing Shares" means the Cash Placing Shares and
the Vendor Placing Shares
"Prospectus Regulation" the Prospectus Regulation ((EU)
2017/1129)
"Restricted Jurisdictions" any jurisdiction where the extension
or availability of an offer of
Placing Shares would be prohibited
by, or would breach, any applicable
law or regulation
"Second Admission" the admission to trading on AIM
of the Vendor Placing Shares, which
is expected to occur on or around
8.00 a.m. on 30 September 2021
(or such later date as may be agreed
between the Company and the Banks,
being no later than the Second
Long Stop Date)
"Second Long Stop Date" 15 October 2021
"Sellers" the members of Mobeus, being the
sellers of the Vendor Placing Shares
"Shareholders" holders of Ordinary Shares from
time to time
"subsidiary" as defined in section 1159 and
Schedule 6 of the Act
"subsidiary undertaking" as defined in section 1162 and
Schedule 6 of the Act
"Transaction" together, the Acquisition, the
Placing and Admission
"UK MAR" means the UK version of the Market
Abuse Regulation (EU 596/2014),
which is part of the laws of England
and Wales by virtue of the EUWA
and certain other enacting measures;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"UK Prospectus Regulation" means the UK version of the Prospectus
Regulation, which forms part of
the laws of England and Wales by
virtue of the EUWA and certain
other enacting measures
"uncertificated" or "in recorded on the register of members
uncertificated form" of the Company as being held in
uncertificated form in CREST and
title to which, by virtue of the
CREST Regulations, may be transferred
by means of the CREST system
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America, its
territories and possessions, any
state of the United States of America
and the District of Columbia
"US Securities Act" the United States Securities Act
of 1933, as amended
"Vendor Placing" the conditional placing by Canaccord
and Jefferies of the Vendor Placing
Shares on the terms and subject
to the conditions contained in
the Vendor Placing Agreement and
this Announcement
"Vendor Placing Agreement" means the conditional agreement
dated 10 September 2021 between
Mobeus, the Sellers, the Banks
and the Company, pursuant to which,
inter alia, each of the Sellers
has agreed to appoint each of the
Banks as his or her agent to procure
Placees for the Vendor Placing
Shares
"Vendor Placing Shares" up to 2,197,802 Consideration Shares
to be purchased by institutional
and other investors procured by
Canaccord and Jefferies at the
Placing Price under the Vendor
Placing
Unless otherwise stated, all times referred to in this
Announcement are references to the time in London.
All references to legislation in this Announcement are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
For the purpose of this Announcement, "subsidiary", "subsidiary
undertaking" and "undertaking" have the meanings respectively given
to them by the Companies Act and "associated undertaking" has the
meaning given to it by paragraph 19 of schedule 6 of the large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (but ignoring for this purpose sub- paragraph 1(b)
thereof).
References to "GBP", "sterling", "p" and "pence" are to the
lawful currency of the United Kingdom.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION IN
IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE BANKS, "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129) (THE "PROSPECTUS REGULATION"); AND (B)
IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE DEFINITION
OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED) ("EUWA") (THE "UK PROSPECTUS
REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A)
AND (B) (I) BEING "QUALIFIED INVESTORS"); AND (II) ARE EITHER
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"), OR FALL WITHIN ARTICLE 49(2)(A) TO (D)
("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF
THE ORDER OR TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
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 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 BANKS TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER FOR
THE SALE OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE
FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.
ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OF
AMERICA IN CONNECTION WITH THE PLACING OR OTHERWISE.
EACH PLACEE SHOULD CONSULT WITH 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 SHARES. PAST PERFORMANCE IS NO GUIDE
TO FUTURE PERFORMANCE.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to purchase Placing Shares (the "Placees"), will be
deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained, in this
Appendix. In particular each such Placee represents, warrants and
acknowledges to the Company, Canaccord and Jefferies that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK Prospectus
Regulation or the Prospectus Regulation: (i) the Placing Shares
acquired by it in the Placing have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in the United Kingdom or any Member State of the
European Economic Area which has implemented the Prospectus
Regulation other than Qualified Investors or in circumstances in
which the prior consent of Canaccord or Jefferies has been given to
the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the United Kingdom or any
member state of the EEA other than Qualified Investors, the offer
of those Placing Shares to it is not treated under the Prospectus
Regulation or UK Prospectus Regulation as having been made to such
persons;
3. it and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the
Placing Shares are acquired by it and (ii) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the US Securities Act ("Regulation
S"); or (b) a "qualified institutional buyer" as defined in Rule
144A under the Securities Act (a "QIB") for its own account or for
the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account (if
acquiring the Placing Shares for the account of one or more other
persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such person) who has executed and delivered a US
investor letter substantially in the form provided to it; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S. Any offering to be made in
the United States will be made to a limited number of QIBs pursuant
to an exemption from registration under the Securities Act in a
transaction not involving any public offering.
The Company, Canaccord and Jefferies will rely upon the truth
and accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to purchase any Placing Shares in any
jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, New Zealand, Canada, Japan
or the Republic of South Africa or in any other jurisdiction in
which such publication or distribution is unlawful. Persons into
whose possession this Announcement may come are required by the
Company to inform themselves about and to observe any restrictions
of transfer of this Announcement. No public offer of the Placing
Shares is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, New Zealand,
Canada, Japan or the Republic of South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, New
Zealand, Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Information" section of this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to purchase Placing Shares has
been given.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; (c) local implementing measures and/or (d)
(where applicable to UK investors or UK firms) the relevant
provisions of the UK MiFID Laws (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 such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined
in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and
(ii) eligible for distribution through all distribution channels as
are permitted by Directive 2014/65/EU or the UK MiFID Laws, as
applicable (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in Ordinary Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The 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 Target Market
Assessment, Canaccord and Jefferies will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Directive 2014/65/EU or the UK MiFID Laws, as
applicable; 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 pursuant to the
Placing.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
"UK MiFID Laws" means: (i) the Financial Services and Markets
Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI
2017/701), The Data Reporting Services Regulations 2017 (SI
2017/699) and the Financial Services and Markets Act 2000
(Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and
any other implementing measure which operated to transpose EU MiFID
II into UK law before 31 January 2020 (as amended and supplemented
from time to time); and (ii) the UK version of Regulation (EU) No
600/2014 of the European Parliament, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented from time to time.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Appendix or this Announcement of which it forms part
should seek appropriate advice before taking any action.
These terms and conditions apply to persons acquiring Placing
Shares pursuant to the Placing. Each Placee hereby agrees with
Canaccord and Jefferies and the Company to be bound by these terms
and conditions as being the terms and conditions upon which Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if Canaccord or Jefferies 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 acquire 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.
Details of the Cash Placing and Vendor Placing
Canaccord and Jefferies have entered into the Placing and
Arrangement Agreement with the Company pursuant to which the Banks
have been appointed, on the terms and subject to the conditions set
out therein, as its agents in connection with the Cash Placing and
Admission and to provide all reasonable assistance to the Company
for the purpose of arranging and facilitating the Placing and
Admission and in placing the Cash Placing Shares. In addition, the
Banks have also entered into a Vendor Placing Agreement with the
Company, Mobeus and the Sellers, pursuant to which the Banks have
conditionally agreed, on the terms and subject to the conditions
set out therein, as agents for the Sellers, to use their respective
reasonable endeavours to place the Vendor Placing Shares at the
Placing Price with certain institutional and other investors. The
Placing is not being underwritten by Canaccord, Jefferies or any
other person.
All Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares then in issue (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 the Existing Ordinary
Shares after the date of issue of the relevant Placing Shares.
Applications for admission to trading
The Placing is being conducted in two stages (respectively, the
Cash Placing and the Vendor Placing).
Admission to trading on AIM of the Cash Placing Shares will
occur at the time of First Admission and admission to trading on
AIM of the Vendor Placing Shares will occur at the time of Second
Admission.
Applications have been, or will be, made to the London Stock
Exchange for the admission of the Cash Placing Shares and the
Vendor Placing Shares to trading on AIM (together,
"Admission").
It is expected that:
(a) First Admission will become effective on or around 8.00 a.m.
on 17 September 2021 and that settlement of the Cash Placing Shares
with Placees will occur shortly thereafter; and
(b) Second Admission will become effective on or around 8.00
a.m. on 30 September 2021 and that settlement of the Vendor Placing
Shares with Placees will occur shortly thereafter.
If there is any change to these dates, an announcement will be
made.
First Admission is conditional, inter alia, upon the Placing and
Arrangement Agreement not having been terminated and having become
unconditional (other than in respect of First Admission occurring).
Second Admission is conditional, inter alia, upon the Vendor
Placing Agreement not having been terminated and becoming
unconditional (other than in respect of Second Admission
occurring).
Participation in, and principal terms of, the Placing
1. Canaccord and Jefferies have each been appointed as the
Company's joint bookrunners and joint global co-ordinators in
connection with the Placing and as agents for and on behalf of the
Company in respect of the Cash Placing and for and on behalf of the
Sellers in respect of the Vendor Placing. Each of Canaccord and
Jefferies is regulated by the FCA, is acting exclusively for the
Company, the Sellers and no one else in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company and the Sellers for providing the
protections afforded to the customers of Canaccord and Jefferies or
for providing advice in relation to the matters described in this
Announcement. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by
the Banks. Each Bank and its respective affiliates are entitled to
acquire Placing Shares as principal.
2. Each Placee's allocation of Placing Shares will be confirmed
to Placees orally, or by email, by Canaccord and/or Jefferies and a
trade confirmation or contract note will be dispatched in
connection therewith. A bookrunner's oral or emailed confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of Canaccord or Jefferies, the Company, the
Sellers and Mobeus (as the case may be), under which it agrees to
purchase the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
(which are deemed to be incorporated in such trade confirmation or
contract note) and in accordance with the Company's Articles of
Association.
3. Subject to paragraphs 1 and 2 above, the Banks may choose to
accept or reject bids, either in whole or in part, on the basis of
allocations determined at their discretion (in consultation with
the Company), may allocate Cash Placing Shares or Vendor Placing
Shares (in consultation with the Company) at their discretion and
may scale down any bids for this purpose on such basis as they may
determine (in consultation with the Company). Canaccord and
Jefferies may also, notwithstanding paragraphs 1 and 2 above,
subject to the prior consent of the Company: (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares
after the announcement of the Placing to any person submitting a
bid after that time.
4. Placing Shares will be acquired 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 Canaccord or Jefferies, will not be capable of variation
or revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to Canaccord or Jefferies, to pay to Canaccord or
Jefferies (or as Canaccord or Jefferies may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares which such Placee has agreed to subscribe
for or purchase. Each Placee's obligations will be owed to
Canaccord or Jefferies.
5. Except as required by law or regulation, no press release or
other announcement will be made by Canaccord, Jefferies 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.
6. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Cash
Placing Shares to be acquired pursuant to the Cash Placing will be
required to be made at the same time and settlement for all Vendor
Placing Shares to be acquired pursuant to the Vendor Placing will
be required to be made at the same time, in each case on the basis
explained below under "Registration and Settlement".
7. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate the Placing".
8. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
9. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Canaccord nor Jefferies or any of their
respective affiliates shall have any liability to 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. In particular, each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Vendor Placing Shares to the Sellers at the time of completion of
the Acquisition and that the Company and the Sellers will be
responsible for the subsequent transfer of the Vendor Placing
Shares to Placees. Accordingly, neither Banks shall have any
liability to the Placees for the failure of the Company and/or any
of the Sellers to fulfil those obligations. In particular, neither
Bank nor any of their respective affiliates shall have any
liability (including to the extent permissible by law, any
fiduciary duties) in respect of Canaccord's or Jefferies' conduct
of the accelerated book build or of such alternative method of
effecting the Placing (in whole or in part) as Canaccord and
Jefferies and the Company may agree.
Conditions of the Placing
Completion of the Cash Placing is conditional on, inter
alia:
(a) the Placing and Arrangement Agreement: (i) not having been
terminated or varied or amended; and (ii) having become
unconditional in all respects in respect of the Cash Placing, save
for any condition relating to First Admission;
(b) the Company having complied with its obligations under the
Placing and Arrangement Agreement to the extent that such
obligations fall to be performed prior to First Admission;
(c) the warranties contained in the Placing and Arrangement
Agreement being true, accurate and not misleading as at the date of
the Placing and Arrangement Agreement and at all times up to and
including First Admission by reference to the facts and
circumstances existing from time to time; and
(d) First Admission becoming effective by no later than 8.00
a.m. on 17 September 2021 (or such later date as the Company and
the Banks may agree (being not later than 8.00 a.m. on 30 September
2021 ("First Long Stop Date")).
If: (i) any of the conditions contained in the Placing and
Arrangement Agreement relating to the Cash Placing and First
Admission are not fulfilled or waived by the Banks by the
respective time or date where specified (or such later time or date
as the Company and the Banks may agree, but not being later than
8.00 am on 15 October 2021 ("Second Long Stop Date")); (ii) any of
such conditions becomes incapable of being fulfilled; or (iii) the
Placing and Arrangement Agreement is terminated in its entirety in
the circumstances specified below, the Cash Placing will lapse and
the Placee's rights and obligations hereunder in relation to the
Cash Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee against the
Banks in respect thereof. In such circumstances, the relevant Bank
shall return monies to Placees who have agreed to acquire Cash
Placing Shares pursuant to the Cash Placing.
The Vendor Placing is conditional upon, inter alia:
(a) the warranties contained in each of the Placing and
Arrangement Agreement and Vendor Placing Agreement being true,
accurate and not misleading as at the date of the Vendor Placing
Agreement and at all times up to and including Second
Admission;
(b) Each Seller and the Company having complied with its
respective obligations under the Vendor Placing Agreement to the
extent that such obligations fall to be performed prior to Second
Admission;
(c) the Company having complied with its obligations under the
Placing and Arrangement Agreement to the extent that such
obligations fall to be performed prior to Second Admission; and
(d) the Placing and Arrangement Agreement remaining in full
force, it not having been terminated or any of its terms having
been breached prior to Second Admission;
(e) the Acquisition Agreement remaining in full force, it not
having been terminated or varied without the prior written consent
of each Bank and it having become unconditional in all respects,
save for any condition relating to completion of the Vendor Placing
Agreement and/or Second Admission; and
(f) Second Admission occurring not later than 8.00 am on 30
September 2021 (or such later time or date as the Banks may agree
with the Company, in any event being no later than 15 October 2021
("Second Long Stop Date")).
Placees should note that should the conditions relating to the
Vendor Placing not be satisfied or waived (where capable of waiver)
then the Vendor Placing will not proceed, even though the Cash
Placing may have already completed at such time, and the Placee's
rights and obligations hereunder in relation to the Vendor Placing
Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by the Placee against the Banks in
respect thereof. In such circumstances, the relevant Bank shall
return monies to Placees who have agreed to acquire Vendor Placing
Shares pursuant to the Vendor Placing.
The Banks may, at their discretion and upon such terms as they
think fit, waive, or 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 and
Arrangement Agreement and/or Vendor Placing Agreement (as
applicable), save that the conditions above relating to the
relevant Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither the Banks nor the Company 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 Banks.
Right to terminate the Cash Placing and/or Vendor Placing
The Banks are entitled, at any time before First Admission (in
respect of the Cash Placing) to terminate their respective
obligations under the Placing and Arrangement Agreement, including,
inter alia:
(a) where the Company has failed to comply with any of its
material obligations under the Placing and Arrangement Agreement or
under the Act, FSMA, UK MAR, the AIM Rules, the Financial Services
Act 2021 or any other applicable law; or
(b) if any of the Warranties was not true or accurate, or was
misleading when given or deemed given or at any time if they were
to be repeated or deemed repeated (by reference to the facts and
circumstances then existing) would no longer be true and accurate,
or would be misleading; or
(c) it comes to the notice of a Bank that any statement
contained in the investor presentation or this Announcement was
untrue, incorrect or misleading at the date of such document in any
respect which the Banks consider, acting in good faith, to be
material; or
(d) in either Bank's opinion, there having been a material
adverse change in the financial position and/or prospects of the
Company and subsidiary undertakings; or
(e) the occurrence of a force majeure event which, in the
opinion of either Bank, will or is likely to be prejudicial to the
Group or the Placing.
The Banks are entitled, at any time before Second Admission (in
respect of the Vendor Placing) to terminate their respective
obligations under the Placing and Arrangement Agreement and Vendor
Placing Agreement, including, inter alia:
(f) where the Company has failed to comply with any of its
material obligations under the Placing and Arrangement Agreement or
under the Act, FSMA, UK MAR, the AIM Rules, the Financial Services
Act 2021 or any other applicable law; or
(g) if any of the warranties contained in the Acquisition
Agreement was not true or accurate, or was misleading when made or
if any has ceased to be true or accurate or has become misleading
at any time if they were to be repeated or deemed repeated (by
reference to the facts and circumstances then existing) or if the
Acquisition Agreement has been breached or terminated by either
party thereto; or
(h) if any of the warranties contained in the Vendor Placing
Agreement was not true or accurate, or was misleading when made or
if any has ceased to be true or accurate or has become misleading
at any time if they were to be repeated or deemed repeated (by
reference to the facts and circumstances then existing) or if the
Vendor Placing Agreement has been breached or terminated by either
party thereto;
(i) it comes to the notice of a Bank that any statement
contained in the investor presentation or this Announcement was
untrue, incorrect or misleading at the date of such document in any
respect which the Banks consider, acting in good faith, to be
material; or
(j) if there has been a breach of the Placing and Arrangement
Agreement which either Bank, acting in good faith, deems to be
material or the Placing and Arrangement Agreement has otherwise
terminated in accordance with its terms;
(k) in either Bank's opinion, there having been a material
adverse change in the financial position and/or prospects of the
Company and subsidiary undertakings; or
(l) the occurrence of a force majeure event which, in the
opinion of either Bank, will or is likely to be prejudicial to the
Group or the Placing.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and
will not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances. By participating in the
Placing, the Placees agree that the exercise of the Banks of any
right of termination or other discretion under the Placing and
Arrangement Agreement or the Vendor Placing Agreement shall be
within the absolute discretion of either Bank, and that it need not
make any reference to Placees and that it shall have no liability
to Placees whatsoever in connection with any such exercise.
Upon termination, the respective parties to the Placing and
Arrangement Agreement and Vendor Placing Agreement shall be
released and discharged (except for any liability arising before or
in relation to such termination) from their respective obligations
under or pursuant to the Placing and Arrangement Agreement and
Vendor Placing Agreement, subject to certain exceptions.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and any Placees' commitments will be
made solely on the basis of the information contained in this
Announcement (including this Appendix) and the Exchange Information
(as defined further below).
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), representation, warranty, or statement made
by or on behalf of the Company, either Bank, Mobeus or the Sellers
or any other person and neither the Banks, the Company, Mobeus or
the Sellers 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 Canaccord,
Jefferies, the Company, Mobeus or the Sellers, or their respective
officers, directors, 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. None of
the Company, the Banks, Mobeus or any of the Sellers is making any
undertaking 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. No Placee should
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 (ISIN:
GB0003887287) following First Admission and Second Admission,
respectively, will take place within the system administered by
Euroclear UK & Ireland Limited (CREST) provided that, subject
to certain exceptions, Canaccord and Jefferies reserve the right to
require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that they 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.
Following the close of the accelerated book build, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with Canaccord or Jefferies, stating the
number of Placing Shares (including the split between Cash Placing
Shares and Vendor Placing Shares to be acquired by Placees)
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to Canaccord or Jefferies (in GBP) and the relevant
settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Canaccord or
Jefferies.
The Cash Placing Shares will be allotted (conditional on First
Admission) to Placees and with First Admission expected to take
place at 8.00 a.m on 17 September 2021 (or such later date as may
be agreed by the Company and the Banks, being no later than 30
September 2021 ("First Long Stop Date")). It is expected that CREST
accounts will be credited on the day of First Admission.
The Vendor Placing Shares will be allotted (conditional on
Second Admission) to the Sellers under the Acquisition Agreement at
the time of completion of the Acquisition, expected to occur on 30
September 2021, and Second Admission is expected to occur on 30
September 2021 (or such later date as may be agreed by the Company
and the Banks, being no later than 15 October 2021 ("Second Long
Stop Date")) and the Company will procure that the Vendor Placing
Shares are delivered, credited as fully paid, to the relevant CREST
accounts operated by the Banks on behalf of the Sellers. As soon as
reasonably practicable following Second Admission, each Bank will
credit the relevant CREST accounts of each Placees with the
relevant number of Vendor Placing Shares and it is expected that
settlement will take place shortly thereafter on 30 September 2021,
on a delivery versus payment basis.
In the event that completion of the Acquisition and, therefore,
Second Admission is delayed, then Placees will be informed of the
revised trade and settlement dates of the Placing Shares (it being
noted that Second Admission must occur no later than 15 October
2021 ("Second Long Stop Date")).
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two (2) percentage points above LIBOR as
determined by each Bank.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Canaccord or Jefferies 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 Bank's account and
benefit (as agents for the Company or the relevant Seller(s) (as
the case may be)), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and 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 each Bank all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which a Bank lawfully takes in pursuance of
such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note 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. 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) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company, the Banks, Mobeus
and the Sellers:
1. it represents and warrants that it has read and understood
this Announcement, including the Appendix, in its entirety and that
its purchase of any Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. it acknowledges that if: (i) any of the conditions in the
Placing and Arrangement Agreement or Vendor Placing Agreement are
not satisfied (or, where relevant, waived), or (ii) either the
Placing and Arrangement Agreement or Vendor Placing Agreement is
terminated or (iii) either the Placing and Arrangement Agreement or
Vendor Placing Agreement does not otherwise become unconditional in
all respects, the Cash Placing and/or Vendor Placing (as
applicable) will lapse and its rights and obligations hereunder
shall cease and determine at such time and no claim shall be made
by any Placee in respect thereof;
3. it acknowledges that no offering document, admission document
or prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
4. it acknowledges that the Existing Ordinary Shares are
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the AIM Rules for Companies (collectively " Exchange
Information ");
5. it acknowledges that none of Canaccord, Jefferies, the
Company, Mobeus or the Sellers or any of their respective
affiliates or 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 other than this Announcement; nor has
it requested any of Canaccord, Jefferies, the Company, any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
6. it acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Canaccord, Jefferies, Mobeus, the Sellers, their respective
affiliates or any person acting on behalf of any of them has or
shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously or concurrently published by or on behalf of the
Company, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by any of
Canaccord or Jefferies or the Company or Mobeus or the Sellers, or,
if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee)
and none of Canaccord, Jefferies, the Company, Mobeus or the
Sellers will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its
own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing and it will
not rely on any investigation that Canaccord or Jefferies, their
affiliates or any person acting on behalf of any of them has or may
have conducted;
7. it represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
8. it acknowledges that none of Canaccord or Jefferies, their
affiliates or any person acting on behalf of any of them has or
shall have any liability for the Exchange Information, any publicly
available or filed 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;
9. it acknowledges that it is acquiring the Placing Shares for
its own account or for one or more accounts for which, in each
case, it exercises sole investment discretion, for investment
purposes and not with a view to any distribution or for resale in
connection with, the distribution thereof in whole or in part, in
the United States and that it has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such account;
10. it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any state
or other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
11. (i) unless otherwise specifically agreed in writing with
Canaccord or Jefferies, it represents and warrants that neither it
nor the beneficial owner of such Placing Shares will be a resident
of the Australia, New Zealand, Canada, Japan or the Republic of
South Africa; (ii) it and each account it represents is either
(1)(a) outside the United States and will be outside the United
States at the time the Placing Shares are acquired by it and (b)
acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S; or (2) a QIB
which is acquiring the Placing Shares for its own account or for
the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account, who
has executed and delivered a US investor letter substantially in
the form provided to it; and (iii) it is not acquiring any of the
Placing Shares as a result of any form of "directed selling
efforts" within the meaning of Regulation S or as a result of any
form of "general solicitation" or "general advertising" within the
meaning of Rule 502(c) of Regulation D under the Securities
Act;
12. (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly of any such
Placing Shares in or into the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which the same would be unlawful; and (ii) it
understands, and each account it represents has been advised, that
the Placing Shares have not been and will not be registered or
qualified for distribution by way of a prospectus under the
securities legislation of the United States, Australia, Canada, the
Republic of South Africa, Japan and, subject to certain exceptions,
may not be offered, sold, acquired, renounced, distributed or
delivered or transferred, directly or indirectly, within or into
those jurisdictions or in any country or jurisdiction where any
such action for that purpose is required;
13. it represents and warrants that the issue to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;
14. it represents and warrants that: (i) it has complied with
its obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (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 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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to Canaccord or Jefferies such
evidence, if any, as to the identity or location or legal status of
any person which Canaccord or Jefferies may request from it in
connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the
form and manner requested by Canaccord or Jefferies on the basis
that any failure by it to do so may result in the number of Placing
Shares that are to be purchased by it or at its direction pursuant
to the Placing being reduced to such number, or to nil, as
Canaccord or Jefferies may decide at their discretion;
15. it represents and warrants that, to the extent it has
received any inside information (for the purposes of UK MAR and
section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities, it has not: (a) dealt (or attempted to
deal) in the securities of the Company; (b) encouraged, recommended
or induced another person to deal in the securities of the Company;
or (c) unlawfully disclosed inside information to any person, prior
to the information being made publicly available;
16. it acknowledges that it has consented to receive information
in respect of securities of the Company and other price-affected
securities (as defined in the Financial Services and Markets Act
2000 (" FSMA ")) which makes it an "insider" for the purposes of
Part V of FSMA and UK MAR, and it agrees not to deal in any
securities of the Company until such time as the inside information
(as defined in FSMA) of which it has been made aware has been made
public for purposes of FSMA or it has been notified by either of
the Banks or the Company that the proposed Placing will not proceed
and any unpublished price sensitive information of which it is
aware has been publicly announced, and, other than in respect of
its knowledge of the proposed Placing, it has neither received nor
relied on any confidential price sensitive information concerning
the Company or the Placing Shares;
17. if it is a financial intermediary, as that term is used in
the UK Prospectus Regulation or the Prospectus Regulation, it
represents and warrants that the Placing Shares purchased by it in
the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a Member State of the European Economic Area
which has implemented the Prospectus Regulation other than
Qualified Investors, or in circumstances in which the prior consent
of the Banks has been given to the offer or resale;
18. it represents and warrants that it has not offered or sold
and, prior to the expiry of a period of six (6) months from
Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
19. it represents and warrants that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom or European Economic Area prior to the Placing
completing and the Placing Shares having been transferred to it and
settled in its name, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in the United
Kingdom or any member state of the European Economic Area within
the meaning of the Prospectus Regulation;
20. it represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances which do not require the
approval of the communication by an authorised person under section
21(1) of the FSMA;
21. it represents and warrants that it has complied and will
comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, the United Kingdom;
22. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Canaccord or Jefferies in
writing, it represents and warrants that it is a Qualified Investor
within the meaning of the Prospectus Regulation;
23. if in the United Kingdom, it represents and warrants that it
is a person: (i) who is an investment professional within the
meaning of Article 19(5) of the Order; (ii) who falls within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc.") of the Order; or (iii) to whom this
Announcement may otherwise be lawfully communicated;
24. it represents and warrants that it and any person acting on
its behalf is entitled to acquire the Placing Shares under the laws
of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to
this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
25. where it is acquiring Placing Shares for one or more managed
accounts, it represents and warrants that it is authorised in
writing by each managed account: (a) to acquire the Placing Shares
for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the Announcement of which it forms
part; and (c) to receive on its behalf any investment letter
relating to the Placing in the form provided to it by Canaccord or
Jefferies;
26. it undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other Placees or purchasers as Canaccord or Jefferies may in
their discretion determine and without liability to such 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 the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
27. it acknowledges that none of Canaccord, Jefferies, their
respective affiliates, or any person acting on behalf of any of
them, is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of either Bank and that neither Bank has any duties or
responsibilities to it for providing the protections afforded to
their clients or customers or for providing advice in relation to
the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Arrangement Agreement
or Vendor Placing Agreement or 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;
28. it undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. Neither of the Banks nor
the Company nor Mobeus nor the Sellers will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and each Bank in
respect of the same on the basis that the Placing Shares will be
delivered to the CREST stock account of the relevant Bank who will
hold them as nominee on behalf of the Company and/or the Sellers
initially pending the relevant Admission and subsequently for each
such Placee until settlement occurs in accordance with its standing
settlement instructions;
29. it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company, Canaccord or
Jefferies 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;
30. it acknowledges that time shall be of the essence as regards
to obligations pursuant to this Appendix to the Announcement;
31. it agrees it will be bound by the terms of the Company's Articles of Association;
32. it agrees that the Company, each Bank and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to each Bank on their own behalf and
on behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
33. it agrees to indemnify on an after-tax basis and hold the
Company, each Bank, Mobeus and the Sellers and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Placing;
34. it acknowledges that no action has been or will be taken by
any of the Company, Canaccord, Jefferies or any person acting on
behalf of the Company, Canaccord or Jefferies that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
35. it acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
purchasing any 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 it, and any accounts for which
it may be acting, are 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 associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
36. it acknowledges that its commitment to purchase Placing
Shares on the terms set out herein and in the trade confirmation or
contract note 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.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Canaccord and
Jefferies for themselves and on behalf of the Company and are
irrevocable. Each Placee not acquiring the Placing Shares in an
"offshore transaction" pursuant to Regulation S shall make specific
representations, warranties, agreements and acknowledgements
pursuant to a US investor representation letter.
The agreement to settle a Placee's purchase (and/or the purchase
by 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 purchase 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 purchased 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 Bank 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, transfer 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, Canaccord and Jefferies in the event that any
of the Company and/or Canaccord and/or Jefferies has 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
Canaccord or Jefferies 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 purchase by them of any
Placing Shares or the agreement by them to purchase any Placing
Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Canaccord nor Jefferies owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Canaccord or Jefferies or any of their
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Canaccord or Jefferies, any money held in an account
with Canaccord or Jefferies on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under the FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from
Canaccord or Jefferies's money in accordance with the client money
rules and will be used by Canaccord or Jefferies in the course of
their own business and the Placee will rank only as a general
creditor of Canaccord or Jefferies, as applicable.
All times and dates in this Announcement may be subject to
amendment. Canaccord or Jefferies shall notify the Placees and any
person acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit
forecast, 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.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued and sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
[1] As at 31 March 2021
[2] Pro-forma based on 30 June 2021 AUM of GBP4,722m, plus
GBP352 million raised post period end and GBP369 million AUM of
Mobeus VCTs
[3] On a NAV total return basis
[4] Unaudited management accounts
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END
ACQEASNEFSLFEEA
(END) Dow Jones Newswires
September 10, 2021 02:00 ET (06:00 GMT)
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