TIDMITM
RNS Number : 1472P
ITM Power PLC
14 October 2021
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it
forms part of the laws of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018, as amended from time to time)
(MAR), and is disclosed in accordance with the Company's
obligations under Article 17 of MAR.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE
UNITED STATES), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
14 October 2021
ITM Power PLC
("ITM Power" or the "Group" or the "Company")
Proposed accelerated Capital Raise to raise approximately GBP250
million
Introduction
ITM Power plc (AIM: ITM), the energy storage and clean fuel
company, is pleased to announce its intention to carry out a
non-pre-emptive placing (the "Placing") of ordinary shares of
GBP0.05 each ("Shares") in the capital of the Company (the "Placing
Shares"). The Company intends to raise total proceeds of
approximately GBP250 million (before expenses) through the Placing
and the Subscription (as defined below).
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately
following this announcement (the "Announcement") and is subject to
the terms and conditions set out in this Announcement.
In conjunction with the Placing, Linde, certain directors and a
member of the senior management of the Group intend to subscribe
for new ordinary shares in the capital of the Company pursuant to
the direct subscription with the Company (the "Subscription
Shares", and together with the Placing Shares, the "New Shares") at
the Placing Price (the "Subscription", and together with the
Placing, the "Capital Raise") or via the Placing. It is anticipated
that the total proceeds of such participation will amount to
approximately GBP20 million.
Investec Bank plc ("Investec") and Merrill Lynch International
("BofA Securities") are acting as joint global co-ordinators and
joint bookrunners ( the "Joint Global Co-ordinators", the "Joint
Bookrunners" or the "Banks") in connection with the Placing.
The price at which the New Shares are to be placed (the "Placing
Price") will be determined at the close of the Bookbuild. The
timing for the close of the Bookbuild, the number of New Shares,
the allocation of the Placing Shares and the Placing Price will be
determined by agreement between the Company and the Joint
Bookrunners.
The Group is seeing a significant acceleration in demand for
large scale green hydrogen projects in support of national hydrogen
strategies, with the tender opportunity pipeline and contracted
backlog reaching 1,011MW and 310MW respectively as of 30 September
2021. In order to capitalise on its market leadership the Group
intends to use the net proceeds of the Capital Raise principally to
enable an acceleration of the Group's technology capabilities and
to expand its manufacturing capacity to 5GWs by 2024. The Group
will also deploy such net proceeds along with its existing cash
balance to continue investment in organisational development as it
scales towards global manufacturing.
-- ITM Power intends to raise approximately GBP250 million via a
conditional Placing and Subscription by Linde for GBP20 million
-- Certain of the directors of the Company (the "Directors" or
the "Board") intend to subscribe for, in aggregate, GBP0.6 million
in the Capital Raise
-- National strategies worldwide have set out a total of 149GW
of installed electrolyser capacity required by 2030, and a recent
report by the International Energy Agency ("IEA") states that a
global electrolyser capacity of 3,585GW is needed by 2050 to
achieve net zero. As of September 2020, there was only 0.2GW of
installed hydrogen electrolyser capacity globally
-- The Group intends to use the net proceeds from the Capital
Raise and existing cash balances to significantly scale up and
expand its operations and for continued technological and corporate
development to take advantage of the forecast exponential demand
growth in the global green hydrogen electrolyser market
-- GBP170 million of capex and GBP40 million of working capital
to support the semi-automation of Bessemer Park, the development
and a full automation of a second manufacturing facility in the UK
("UK Gigafactory 2.0") and a new international factory. In
aggregate, these facilities are expected to give the Company 5GW of
annual manufacturing capacity by 2024
-- GBP50 million to fund technology initiatives, which are
expected to achieve a 50 per cent. reduction to electrolyser
manufacturing costs within five years, as manufacturing processes
are transitioned to full-scale automation, a process which will be
driven by its in-house scientists, engineers and ongoing
partnership with Linde
-- GBP45 million will be applied towards continued organisation
and corporate development to further enhance its management
infrastructure and the expansion of after-sales support and
training capability
The Capital Raise is subject to shareholder approval. The Group
expects to publish a circular in connection with the Capital Raise
tomorrow.
Graham Cooley, Chief Executive Officer of ITM Power plc,
said:
"ITM Power intends to maintain its market leading position in
the global electrolysis equipment market. The money raised will
fund a second UK factory with even more automation and our first
international manufacturing facility, as well as providing the
capital necessary to continue to make our products even better. In
the face of the rapidly accelerating worldwide demand for
electrolysis, the time to invest is now. Our strategy will create
jobs for the UK and a national champion in the vital green hydrogen
sector."
For further information, please visit www.itm-power.com or
contact:
ITM Power plc
James Collins, Investor Relations +44 (0)114 551 1205
Justin Scarborough, Investor Relations +44 (0)114 551 1080
Investec Bank plc (Nominated Adviser,
Broker, Joint Global Co-ordinator and
Joint Bookrunner ) +44 (0)20 7597 5970
Jeremy Ellis / Chris Sim / Ben Griffiths
BofA Securities (Joint Global Co-ordinator
and Joint Bookrunner) +44 (0)20 7628 1000
James Sleeman / Peter Luck / Oli Elias
/ Tom Brown
Tavistock (Financial PR and IR) +44 (0)20 7920 3150
Simon Hudson / David Cracknell / Tim
Pearson
This announcement contains inside information and for the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 ( as it forms part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended
from time to time), the person responsible for arranging for the
release of this Announcement on behalf of the Company is James
Collins, Head of Investor Relations.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Overview of ITM Power
The Group is a globally-recognised expert in the design,
development and manufacture of hydrogen generation equipment based
on PEM electrolyser technology. The Group's PEM electrolyser
technology uses renewable electricity and water to generate
hydrogen gas and has a product offering that is scalable above
100MW in size.
The Group operates with the overarching principle of taking
renewable energy from the power network or other directly coupled
sources, converting it into green, zero-carbon-footprint hydrogen
and using it in one of three broad target product markets -
Power-to-Gas, Clean Fuel and Industrial Hydrogen. Within each of
these target product markets, there are multiple application areas,
all of which are growing rapidly and require systems of ever larger
capacities. The increasing demand for the Group's products is led
by the drive to decarbonise and improve air quality worldwide, with
a number of countries setting down net-zero greenhouse gas emission
targets into law, the growth of renewable power generators in the
energy industry and a moral, statutory and increasingly economic
need to decarbonise industrial processes.
In order to grow its customer base while growing its business
with existing customers, the Group focusses on its ability to
provide, either individually or as part of a larger solution in
partnership with Linde, a fully integrated system with a rapid
system response to varying power profiles, and its ability to
generate hydrogen at a pressure, flow rate and purity appropriate
to all target product market applications. Due to the relatively
small physical product footprint and the possibility of
containerised solutions, the Group's electrolysers can easily be
transported to a wide range of customers and can feature a
"plug-and-play" installation process at the customers' sites.
Furthermore, the Group's modular technology provides customers with
a high degree of demand flexibility, as capacity can be expanded by
incrementally increasing the number of units.
The Group operates multiple installations in the United Kingdom,
Europe and Australia and is focussed on scaling its operations to
accommodate growth in line with growing demand for green hydrogen.
The Group is committed to building relationships globally by
expanding its network of electrolyser plants outside of the United
Kingdom to support critical capacity. This scaling of operations is
supported by the strength of the Group's partners, including its
recent strategic joint venture with Linde to form ITM Linde, which
has been successful in securing a contract for the world's second
largest PEM electrolyser plant to be located in Germany. The Group
also benefits from a commercial partnership with Snam to act as its
preferred supplier for 100MW PEM electrolyser orders to be
delivered before 2024. The Group has further been selected as a
provider or participant in several projects involving well-reputed
industry participants, such as the Department for BEIS, Ørsted and
Phillips 66 Limited, and has a strong pipeline with increasing
magnitude of variety and scale.
In January 2021, the Group commenced manufacturing operations at
its Bessemer Park manufacturing facility, currently the world's
largest PEM electrolyser factory. The opening of Bessemer Park has
facilitated increased synergies across the Group's technology and
production teams, who benefit from a collaborative space where key
development activities can be accelerated. The Group believes its
scalable product offering, strong operational capabilities and
strategically aligned partnerships with global companies leave it
well-positioned to capitalise on what the Group expects to be
continued high demand in the fast-growing markets for green
hydrogen.
As of 9 September 2021, the Group had a record backlog of
309.8MW (of which 43MW is contracted, 168.8MW is in negotiation and
98MW is through the Group's preferred supplier relationship with
Snam). The Group also benefits from a record tender pipeline of
1011MW and significant capacity for growth, with the backlog
pipeline representing 31 per cent. of the Group's current
production capacity. Projects included in the tender pipeline are
those that are financed, have been quoted in the last twelve months
and expect to be contracted in the next three years.
Background to and reasons for the Capital Raise and use of
proceeds
Rationale for the Capital Raise
The requirement for green hydrogen is accelerating worldwide,
and major policy announcements as to its necessity in achieving net
zero carbon emissions ("net zero") goals have been made across
multiple governments globally - most notably, in the EU, the United
States, the United Kingdom and China. Currently, national
strategies worldwide have set out a total of 149GW of installed
electrolyser capacity required by 2030, and a recent report by the
International Energy Agency ("IEA") states that a global
electrolyser capacity of 3,585GW is needed by 2050 to achieve net
zero
As of September 2020, there was only 0.2GW of installed hydrogen
electrolyser capacity globally, which indicates a need for the
market to grow by approximately 750 times, or a compounded annual
growth rate of approximately 94 per cent., over the next decade to
meet government targets. This challenge is exacerbated by current
global manufacturing capacity being limited to an estimated 6.3GW
as of June 2021. Furthermore, the Group has already seen the
average capacity requested per contract increase from 6.5MW to 16MW
over the last 12 months, and it is expected that this trend will
continue to grow. As a result, multi-hundred MW and even GW
contracts are expected to become increasingly frequent,
particularly as governments work to deliver national hydrogen
strategies.
The Group now has the opportunity to reinforce its position in
the market by significantly scaling up and expanding its operations
to take advantage of the forecast exponential demand growth in the
global electrolyser market as described above.
The Group has a leading position in the global electrolyser
market, due to its turn-key systems that aim to provide the lowest
hydrogen production costs, coupled with the lowest full-system
price to its customers. To maintain this market leadership, the
Group plans to invest in further technological innovation, which is
expected to achieve a 50 per cent. reduction in its target
electrolyser manufacturing costs within five years as manufacturing
processes are transitioned to full-scale automation, a process
which will be driven by its in-house scientists and engineers, and
which also benefits from the ongoing partnership with Linde.
The Group is currently a market leader, able to deliver up to
1GW of capacity annually, following the construction and
enhancement of the existing Bessemer Park site. However, even at
full utilisation of current capacity, the Group is projected to
only meet a fraction of projected global demand. The existence of
increased manufacturing capacity, will become an increasingly
important competitive advantage, as some future customers may be
willing to wait for capacity to free up, but may be unlikely to
commit to contracts in advance in case of capacity requiring
construction.
The Group believes it has gained valuable recent experience from
the development of its Bessemer Park site, that can be applied to
the development of new facilities, including a proposed
international facility. A key future differentiator of the Group as
it seeks to grow its market share, particularly as a partner to
governments delivering national hydrogen strategies, will be its
ability to offer cost-effective hydrogen solutions, at scale, and
having the manufacturing capacity to do so, close to the point of
end-use.
Use of proceeds
In order to execute its strategic growth plan, the Group intends
to use the net proceeds from the Capital Raise and existing cash
balances for technology, capital expenditure, working capital and
company development. The Group plans to apply GBP50 million towards
technology initiatives, GBP170 million towards capital expenditure
projects to increase capacity, GBP40 million will be used as
working capital and GBP45 million will be applied to continued
Company development including expansion of the after-sales support
and training capability.
Manufacturing Growth
The Group's strategy builds upon the expansion work already
underway with respect to the expansion of the current manufacturing
capacity of Bessemer Park. In addition, the Group plans to develop
a second manufacturing facility in the UK, that will be
highly-automated by 2024 ("UK Gigafactory 2.0"). UK Gigafactory 2.0
will benefit from significantly increased scale as compared to
Bessemer Park, with nearly double the current floorspace of
Bessemer Park and significant manufacturing flexibility. The
development of UK Gigafactory 2.0 will not only accelerate and
increase the Group's ability to meet its customers' needs today,
but enhance its overall product offering by facilitating the
development of larger capacity products. In addition, it will
enable the Group to position itself as a market leader in
large-scale installations, at a time when the market is
experiencing a meaningful acceleration in the scale and number of
contracts. Most significantly, UK Gigafactory 2.0 will serve as
proof of concept for a highly automated factory, which can be
replicated in any regional market and can serve as the foundation
for a proposed overseas manufacturing facility in furtherance of
the Group's overall growth strategy.
It is essential that ITM Power not only grows its total
manufacturing capacity, but does so in a strategic way. Creating an
international facility positioned to service key end-markets will
provide the Group with a significant advantage over its peers,
allowing it to build on its strong relationships with governments
and multi-national companies looking for an electrolyser partner
that can support their expanded operations, as well as engage at a
local level with regional hydrogen champions where the
international facility will be located.
Capex and Working Capital
The proceeds from the Capital Raise, along with cash on the
Group's balance sheet, will be used to support the semi-automation
of Bessemer Park, as well as the development and high automation of
UK Gigafactory 2.0 as well as a new highly-automated international
factory. In aggregate, these facilities are expected to give the
Company 5GW of annual manufacturing capacity by 2024.
The Group's initial scoping work for UK Gigafactory 2.0 is
well-progressed, with further work focused on the development of
the Group's first international factory, the final location of
which will be based around a combination of factors, including: (i)
announced national hydrogen strategies and support for significant
electrolyser capacity; (ii) clear visibility on GW demand; (iii) a
favourable and stable legal and regulatory environment, with
well-established commercial rules and ways of conducting business
in-line with international norms; (iv) a location where commercial
deals can be developed in collaboration with Linde; (v) location of
low-cost renewable power, access to skilled labour; (vi) overall
factory space and (vii) access to wider utility and transport
infrastructure.
Technological Innovation
Technological innovation has been central to ITM Power's success
to date, offering customers high quality, differentiated products,
which aim to provide the highest performance and lowest whole-life
operating cost in the market. In a growing and increasingly
competitive marketplace, it is essential that the Group continues
to significantly invest in its technology to maintain its advantage
over its competitors. Simultaneously, the Group dedicates a
significant proportion of its R&D spend to reducing
manufacturing costs and improving factory efficiency.
As set out in the table above, the Group intends to allocate
GBP50 million from the Capital Raise to fund technology
initiatives, which include:
-- Technology Development - accelerate technology development at scale
-- Headcount - invest in team development & growth
-- Product Development - accelerate product improvement & development
-- Product Test - reduce the time for product testing & more robust product validation
-- Performance Improvement - product operating cost reduction
-- Ultra-Low PGM - product cost reduction, supply chain optimisation & resilience
-- Cost Reductions - product cost reduction & product simplification
-- Operations - reduce time for stack test & simplify in-field stack logistics
Organisation & Corporate Development
ITM Power has a stable and experienced Board and management
team, that has worked together to develop and grow the business
over the last 12 years. In the last two years, the Company has
strengthened its Management Team through the development of its
in-house staff, and the recruitment of experienced key
personnel.
As ITM Power continues to grow its project scale, delivery and
manufacturing capabilities and after sales support through the
opening of its new factories, it will be necessary to further
enhance its management infrastructure and capability. To facilitate
this growth, the Group has appointed an Operations Director and
plans to appoint a Commercial Director. Key focus will be on
bringing in experience from operations within manufacturing,
product and project delivery at scale and internationally.
The Group's growth strategy will support the recruitment,
retention and training of ITM Power's technical and manufacturing
staff. The expansion and further development of ITM's Hydrogen
Academy will provide a world class facility for the training of all
ITM Power staff, support partners and end user customers. Overall
corporate development spend over the growth strategy is targeted at
GBP45 million.
The Placing and the Bookbuild
Investec and BofA Securities are acting as Joint Global
Co-ordinators and Joint Bookrunners in connection with the Placing.
The Placing is subject to the terms and conditions set out in this
Announcement. The Joint Bookrunners will commence the Bookbuild in
respect of the Placing immediately following the release of the
Announcement. The number of Placing Shares and the Placing Price
will be determined at the close of the Bookbuild and will be
announced as soon as practicable following the close of the
Bookbuild. The timing of the closing of the Bookbuild, pricing and
allocations are at the absolute discretion of the Joint Bookrunners
and the Company.
In accordance with the Placing Agreement, Investec and BofA
Securities have each severally agreed to use reasonable endeavours
to procure placees for the Placing Shares at the Placing Price.
Subject to completion of the Bookbuild and the signing of a
pricing agreement, the Joint Bookrunners have agreed to underwrite
the settlement of certain Placing Shares placed with Placees
procured through the Bookbuild, on the terms and subject to the
conditions in the Placing Agreement.
It is expected that the proceeds of the Capital Raise will be
received by the Company by 4 November 2021.
Application for Admission
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM. Admission is expected
to take place, and dealings on AIM are expected to commence, at
8.00 a.m. on 4 November 2021 (or such later time and/or date as may
be agreed between the Company and the Banks, being no later than
8.00 a.m. on 18 November 2021). No temporary document of title will
be issued.
The New Shares will, following Admission, rank pari passu in all
respects with the Shares in issue at the date of this Announcement
and will carry the right to receive all dividends and distributions
declared, made or paid on or in respect of the Shares after
Admission.
Directors' participation in the Placing
The following Directors have indicated that they wish to
subscribe for New Shares for an aggregate amount of GBP0.6 million
as set out below:
Name Role Existing holding Value of New
Shares
Dr. Graham Chief Executive 706,382 GBP250,000
Cooley Officer
------------------ ----------------- -------------
Dr. Simon Chief Technology 79,767 GBP50,000
Bourne Officer
------------------ ----------------- -------------
Dr. Rachel Services Director 70,461 GBP50,000
Smith
------------------ ----------------- -------------
Andy Allen Chief Finance 47,156 GBP75,000
Officer
------------------ ----------------- -------------
Sir Roger Chairman 279,986 GBP25,000
Bone
------------------ ----------------- -------------
Martin Green Non-Executive 55,319 GBP36,000
Director
------------------ ----------------- -------------
Katherine Non-Executive 7,659 GBP20,000
Roe Director
------------------ ----------------- -------------
Irrevocable voting commitments from certain Directors
Certain Directors have irrevocably undertaken to vote (and where
the relevant Shares are registered in the name of any other persons
have irrevocably undertaken to use reasonable endeavours to procure
that those persons will vote) in favour of the Resolutions at the
General Meeting in respect of, in aggregate, 1,246,730 Shares,
representing approximately 0.23 per cent. of the issued ordinary
share capital.
Irrevocable voting commitments from Linde AG ("Linde")
Linde has irrevocably undertaken to vote ((and where the
relevant Shares are registered in the name of any other persons
have irrevocably undertaken to use reasonable endeavours to procure
that those persons will vote) in favour of the Resolutions at the
General Meeting in respect of, in aggregate, 95,000,000 Shares,
representing approximately 17.25 per cent. of the issued ordinary
share capital.
Important notice
Members of the public are not entitled to participate in the
Placing.
No prospectus has been or will be submitted to be approved by
the FCA (or any other authority) in relation to the Placing,
Subscription or Admission and no such prospectus is required (in
accordance with the Prospectus Regulation) to be published.
Circular and General Meeting
Completion of the Capital Raise is conditional upon, inter alia,
the approval by Shareholders of certain resolutions to be proposed
at a general meeting of the Group (the "General Meeting"). Notice
of the General Meeting will be set out in the Circular. The General
Meeting will be held at 10:00 a.m. on 3 November 2021.
The health of the Company's employees, Shareholders and
stakeholders is of extreme importance to the Company. In view the
COVID-19 pandemic and provisions of The Corporate Insolvency and
Governance Act 2021 and associated legislation, which have
permitted greater flexibility regarding the manner in which
companies can hold general meetings, the General Meeting will not
be held at a physical venue.
However, in order to ensure that Shareholders are able to follow
the proceedings of the General Meeting, the Company will provide
access to an online audio and presentation link, accessible via the
online Investor Meet Company platform. Shareholders that wish to
attend the General Meeting should register for the event in advance
via the following link:
https://www.investormeetcompany.com/itm-power-plc/register-investor
. The online presentation link will be opened on or around the 14
October 2021. However, please note that Shareholders will not be
able to vote at the General Meeting via the online presentation
link.
Shareholders are therefore requested to submit their votes in
respect of the business to be considered at the General Meeting via
proxy as early as possible. Shareholders should appoint the Chair
of the General Meeting as their proxy. Under the current meeting
arrangements, if a Shareholder appoints someone else as their
proxy, that proxy will not be able to attend the AGM in person or
cast the Shareholder's vote. All resolutions at the General Meeting
will be decided on a poll.
The Board will continue to monitor the COVID-19 situation as it
evolves (including the UK Government's measures in response to it)
and, if the situation or applicable restrictions change in advance
of the General Meeting such that the Board determines that it is
safe to make alternative arrangements for the General Meeting, it
will announce these via RNS and the Company's website:
https://www.itm-power.com/investor-news .
IMPORTANT NOTICES
Neither this Announcement nor any copy of it, nor the
information contained in it, is for publication, release,
transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Japan or the Republic of South Africa or any other jurisdiction in
which publication, release or distribution would be unlawful (or to
any persons in any of those jurisdictions), subject to certain
limited exceptions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, taken up,
exercised, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. No public offering of securities is being made in the
United States. The Placing Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the Placing Shares. The Placing Shares are being offered and sold
only: (i) outside the United States in "offshore transactions"
pursuant to Regulation S of the US Securities Act and (ii) inside
the United States only to "qualified institutional buyers" as
defined in and in reliance on Rule 144A under the US Securities Act
("QIBs") or pursuant to another exemption from the registration
requirements of the Securities Act and in compliance with any
applicable United States securities laws. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia,
Canada, Japan or the Republic of South Africa.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the Prospectus Regulation
(EU) 2017/1129 (as supplemented by Commission Delegated Regulation
(EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979),
as amended from time to time and including any relevant
implementing measure in any member state and / or as transposed
into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018 and the European Union (Withdrawal Agreement)
Act 2020) (the "Prospectus Regulation").
In connection with the Placing, a final offering document
expected to be dated on or around 15 October 2021 prepared by, and
relating to, the Company (the "Final Offering Document", which term
shall include the documents incorporated by reference therein) will
be published on the Company's website and made available to
Placees. The Final Offering Document is not expected to be issued
prior to Placees entering into a legally binding commitment in
respect of the New Shares. Placees' commitments will therefore be
made solely on the basis of the preliminary offering document to be
issued by the Company today (the "Preliminary Offering Document",
which term shall include the documents incorporated by reference
therein and any amendment or supplement to the Preliminary Offering
Document) and the information set out in the placing results
announcement expected to be published by the Company on a
Regulatory Information Service on 15 October 2021 confirming the
results of the Placing following completion of the Bookbuild (the
"Placing Results Announcement" and, together with the Preliminary
Offering Document, the "Disclosure Package") and the terms and
conditions set out in this Announcement. No prospectus will be made
available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published.
Members of the public are not eligible to take part in the
Placing. This Announcement is for information purposes only and
(unless otherwise agreed by the Joint Bookrunners) is directed only
at: (a) persons in Member States of the European Economic Area
("EEA") who are qualified investors within the meaning of article
2(e) of the Prospectus Regulation ("Qualified Investors"); (b) in
the United Kingdom Qualified Investors who are persons who (i) have
professional experience in matters relating to investments falling
within the definition of "investment professional" in article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); or (ii) are
persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Order, (c)
persons that are residents of Canada or otherwise subject to the
securities laws of Canada in the provinces of Alberta, British
Columbia, Ontario or Québec that are "permitted clients" as defined
in National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations and (d) persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
relates is available only to, and will be engaged in only with,
Relevant Persons.
This Announcement has been issued by, and the Disclosure Package
will be issued by, and each of them are the sole responsibility of,
the Company. No responsibility or liability is or will be accepted
by, and no undertaking, representation or warranty or other
assurance, express or implied, is or will be made or given by any
of the Joint Bookrunners, or by any of their respective affiliates
or by any of its or their respective partners, directors, officers,
employees, advisers or consultants as to, or in relation to, the
accuracy, fairness or completeness of the information or opinions
contained in this Announcement or to be contained in the Disclosure
Package or any other written or oral information made available to
or publicly available to any interested person or its advisers, and
any liability therefore is expressly disclaimed. The information in
this Announcement is subject to change.
Investec Bank is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority ("the FCA") and the PRA. Investec
Europe Limited (trading as Investec Europe) ("Investec Europe"),
acting as agent on behalf of Investec Bank in certain jurisdictions
in the EEA is regulated in Ireland by the Central Bank of Ireland.
Investec is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. Investec is not responsible to
anyone other than the Company for providing the protections
afforded to clients of Investec nor for providing advice in
connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.
BofA Securities is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority ("the FCA") and the PRA. BofA
Securities is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements
described in this Announcement. BofA Securities is not responsible
to anyone other than the Company for providing the protections
afforded to clients of BofA Securities nor for providing advice in
connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.
None of the information in this Announcement and/or the
Disclosure Package when issued has been or will be, as applicable,
independently verified or approved by any of the Joint Bookrunners
or any of their respective affiliates or any of its or their
respective partners, directors, officers, employees, advisers or
consultants. Save for any responsibilities or liabilities, if any,
imposed on the Joint Bookrunners by FSMA or by the regulatory
regime established under it, no responsibility or liability
whatsoever whether arising in tort, contract or otherwise, is
accepted by any of the Joint Bookrunners or any of their respective
affiliates or any of its or their respective partners, directors,
officers, employees, advisers or consultants whatsoever for the
contents of the information contained in this Announcement and/or
the Disclosure Package (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or
for any other statement made or purported to be made by or on
behalf of any of the Joint Bookrunners or any of their respective
affiliates or any of its or their respective partners, directors,
officers, employees, advisers or consultants in connection with the
Company, the New Shares or the Capital Raise or for any loss, cost
or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this Announcement and/or the Disclosure
Package or its contents or otherwise in connection with this
Announcement and/or the Disclosure Package or from
any acts or omissions of the Company in relation to the Capital
Raise. Each of the Joint Bookrunners and their respective
affiliates or any of its or their respective partners, directors,
officers, employees, advisers and consultants accordingly disclaim
all and any responsibility and liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
Announcement and/or the Disclosure Package and no representation or
warranty, express or implied, is made by either of the Joint
Bookrunners or any of their respective affiliates or any of its or
their respective partners, directors, officers, employees, advisers
or consultants as to the accuracy, completeness or sufficiency of
the information contained in this Announcement and/or the
Disclosure Package. Investec's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the
Company or to any Director or to any other person.
In connection with the Placing, each of the Joint Bookrunners
and any of their respective affiliates may take up a portion of the
Placing Shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for the own
accounts or otherwise deal for their own account in such shares and
other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
in this Announcement to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition, either of the Joint Bookrunners and any of
their respective affiliates may enter into financing arrangements
(including swaps, warrants or contracts for difference) with
investors in connection with which the Joint Bookrunners and any of
their respective affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. The Joint Bookrunners do not intend to disclose the extent
of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
This Announcement and the Disclosure Package, when issued, may
contain and the Company may make verbal statements containing
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement and/or the Disclosure Package, when issued, by or
on behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this Announcement and/or the Disclosure Package, as
applicable, and are not intended to give any assurance as to future
results and cautions that its actual results of operations and
financial condition, and the development of the industry in which
it operates, may differ materially from those made in or suggested
by the forward-looking statements contained in this Announcement,
the Disclosure Package, when issued, and/or information
incorporated by reference into this Announcement or the Disclosure
Package. The information contained in this Announcement is subject
to change without notice and except as required by applicable law
or regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates, supplements or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based, except where required to do so
under applicable law.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares.
Recipients of this Announcement and/or the Disclosure Package,
when issued, who are considering acquiring Placing Shares pursuant
to the Placing are reminded that they should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement and/or the Disclosure
Package. The price and value of securities can go down as well as
up and past performance is not a guide to future performance. The
contents of this Announcement and/or the Disclosure Package, when
issued, are not to be construed as legal, business, financial or
tax advice. Each investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice. Investing in the
Placing Shares involves a substantial degree of risk.
No statement in this Announcement or the Disclosure Package,
when issued, is intended to be a profit forecast or estimate, and
no statement in this Announcement or the Disclosure Package, when
issued, should be interpreted to mean that earnings per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
References in this Announcement or in the Disclosure Package,
when issued, to other reports or materials, such as a website
address, have been provided to direct the reader to other sources
of information on the Company which may be of interest. Neither the
content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into or forms part
of this Announcement and/or the Disclosure Package.
The Placing Shares to be issued pursuant to the Placing and the
Subscription Shares to be issued pursuant to the Subscription will
not be admitted to trading on any stock exchange other than
AIM.
Information to Distributors
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE
PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF
THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING
TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH
RESTRICTIONS.
Persons distributing this Announcement must satisfy themselves
that it is lawful to do so. Persons (including without limitation,
nominees and trustees) who have a contractual right or other legal
obligations to forward a copy of this Announcement (or any part
thereof) should seek appropriate advice before taking any
action.
UK Product Governance
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK 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 Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK
target market assessment"). Notwithstanding the UK target market
assessment, 'distributors' (for the purposes of the UK Product
Governance Requirements) 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 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 Chapters 9A or 10A respectively
of the FCA Handbook Conduct of Business Sourcebook; 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.
TERMS AND CONDITIONS
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
(THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129) (THE "EU PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE PROSPECTUS REGULATION (EU) 2017/1129, AS IT FORMS PART OF THE
LAW OF THE UK BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS REGULATION") WHO ARE ALSO (I) PERSONS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR (II) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED ("RELEVANT
PERSONS").
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY IN MEMBER STATES OF THE EEA TO QUALIFIED
INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS IN A MEMBER STATE OF THE EEA WHO
ARE NOT QUALIFIED INVESTORS OR BY PERSONS IN THE UNITED KINGDOM WHO
ARE NOT RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR
SUBSCRIBE FOR, ANY SECURITIES IN THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THE PLACING IS BEING MADE (A) OUTSIDE THE UNITED
STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND PURSUANT TO,
REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES
ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL
BUYERS" ("QIBS") AS DEFINED IN AND IN RELIANCE ON RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A") OR PURSUANT TO ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS. PROSPECTIVE
INVESTORS ARE HEREBY NOTIFIED THAT THOSE OFFERING PLACING SHARES
MAY BE RELYING UPON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. THERE WILL BE NO
PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED KINGDOM, THE
UNITED STATES OR ELSEWHERE.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States or in any jurisdiction where such
offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not
for release, publication or distribution, directly or indirectly,
to persons in any jurisdiction in which such publication or
distribution is unlawful. The distribution of this Announcement and
the Placing and/or the offer or sale of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or by either of the Banks or any of its or
their respective affiliates or any of its or their respective
agents, directors, officers, employees or any person acting on its
or their behalf which 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 distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
any such restrictions.
The Placing Shares may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares must be made in
accordance with an exemption from, or in a transaction not subject
to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this Announcement or the Offering Document (including
any amendment thereto) contains a misrepresentation, provided that
the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued
or guaranteed by the government of a non-Canadian jurisdiction,
section 3A.4) of National Instrument 33-105 Underwriting Conflicts
(NI 33-105), the Banks are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with the Placing.
The Placing Shares to which this Announcement relates may not be
offered or sold to any person in the Dubai International Financial
Centre unless such offer is (a) an "Exempt Offer" in accordance
with the Markets Rules (MKT) Module of the Dubai Financial Services
Authority (the "DFSA") rulebook; and (b) made only to persons who
meet the Professional Client criteria set out in Rule 2.3.3 of the
Conduct of Business (COB) Module of the DFSA rulebook.
The Placing Shares have not been and will not be registered
under the Financial Instruments and Exchange Law (Law No.25 of
1948, as amended) and, accordingly, will not be offered or sold,
directly or indirectly, in Japan, or for the benefit of any
Japanese Person or to others for re-offering or resale, directly or
indirectly, in Japan or to any Japanese Person, except in
compliance with all applicable laws, regulations and ministerial
guidelines promulgated by relevant Japanese governmental or
regulatory authorities in effect at the relevant time. For the
purposes of this paragraph, "Japanese Person" shall mean any person
resident in Japan, including any corporation or other entity
organized under the laws of Japan.
The offering of the Placing Shares in Switzerland is exempt from
requirement to prepare and publish a prospectus under the Swiss
Financial Services Act ("FinSA") because the Placing Shares are
offered to less than 500 investors and the Placing Shares will not
be admitted to trading on any trading venue (exchange or
multilateral trading facility) in Switzerland. Neither this
Announcement nor the Offering Document constitutes a prospectus or
a similar document pursuant to FinSA, and no such prospectus has
been or will be prepared for or in connection with the Placing of
the Placing Shares.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
The Banks are acting exclusively for the Company and no-one else
in connection with the Placing and are not, and will not be,
responsible to anyone (including the Placees) other than the
Company for providing the protections afforded to their clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
None of the Company or the Banks or any of its or their
respective affiliates or any of its or their respective agents,
directors, officers, employees or any person acting on its or their
behalf makes any representation or warranty, express or implied to
any Placees regarding any investment in the securities referred to
in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the
Placing Shares.
All offers of the Placing Shares will be made pursuant to an
exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section" 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
In connection with the Placing, the final offering document
expected to be dated on or around 15 October 2021 prepared by, and
relating to, the Company (the "Final Offering Document", which term
shall include the documents incorporated by reference therein) will
be published on the Company's website and made available to
Placees. The Final Offering Document is not expected to be issued
prior to Placees entering into a legally binding commitment in
respect of the Placing Shares. Placees' commitments will therefore
be made solely on the basis of the preliminary offering document
issued by the Company today (the "Preliminary Offering Document",
which term shall include the documents incorporated by reference
therein and any amendment or supplement to the Preliminary Offering
Document) and the information set out in the placing results
announcement expected to be published by the Company on a
Regulatory Information Service tomorrow confirming the results of
the Placing following completion of the Bookbuild (the "Placing
Results Announcement" and, together with the Preliminary Offering
Document, the "Disclosure Package") and the terms and conditions
set out in this Announcement .
For the avoidance of doubt, neither the Preliminary Offering
Document nor the Final Offering Document will be submitted to be
approved by the FCA or any other authority and none of such
documents constitute an admission document drawn up in accordance
with the AIM Rules.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, the Disclosure Package and
the Final Offering Document is exclusively the responsibility of
the Company and confirms to the Banks and the Company that it has
neither received nor relied on any information, representation,
warranty, or statement made by or on behalf of the Company, either
of the Banks, any of their respective affiliates or any person
acting on its or their behalf other than the Disclosure Package and
the terms and conditions of this Announcement and no such 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
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). 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 the invitation to participate in the
Placing.
No undertaking, representation, warranty or any other assurance,
express or implied, is or will be made and no responsibility or
liability will be accepted by any of the Banks or any of their
respective affiliates or its or their respective directors,
officers, employees, agents, advisers, or any other person, as to
the accuracy, completeness, correctness or fairness of the
information or opinions contained in this Announcement, the
Disclosure Package or the Final Offering Document or for any other
written or oral information made publicly available or available to
any Placee or any person acting on a Placee's behalf and any
liability therefore is expressly disclaimed. No such person shall
have any responsibility or liability for any such information or
opinions or for any errors or omissions. Accordingly, no liability
whatsoever is accepted by any of the Banks, their affiliates or its
or their respective directors, officers, employees, agents,
advisers or any other person for any loss howsoever arising,
directly or indirectly, from any use of this Announcement or such
information or opinions contained herein or otherwise arising in
connection with the Disclosure Package or the Final Offering
Document.
By participating in the Placing, Placees by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given
will (i) be deemed to have read and understood this Announcements
(including the terms and conditions herein)and the Disclosure
Package in their entirety; and (ii) be making such offer on the
basis of the information set out in the Disclosure Package and on
the terms and conditions contained in this Announcement, including
being deemed to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements and undertakings
set out herein.
In particular each such Placee represents, warrants and
acknowledges that:
(a) if it is in the United Kingdom it is a Relevant Person and
if it is in a member state of the EEA it is a Qualified Investor
and undertakes that it will subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
(b) it is and, at the time the Placing Shares are subscribed
for, will be, (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Rule 903 of Regulation S under the Securities Act;
or (ii) a QIB acquiring the Placing Shares for its own account or
for the account of another QIB in reliance on Rule 144A under the
Securities Act or another exemption from the registration
requirements under the Securities Act; acknowledging 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; if subscribing for 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 account; and
(c) if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation and the UK Prospectus
Regulation, that it understands the resale and transfer
restrictions set out in this Announcement and that any Placing
Shares subscribed for by it in the Placing will not be subscribed
for on a non-discretionary basis on behalf of, nor will they be
subscribed for with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Banks has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Bookbuild
Following this Announcement, the Banks will commence a
bookbuilding process in respect of Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares. The book will open with immediate effect. Members
of the public are not entitled to participate in the Placing. This
Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Banks and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their absolute discretion, determine.
Details of the Placing Agreement and of the Placing Shares
BofA Securities is acting as joint global co-ordinator and joint
bookrunner in connection with the Placing. Investec is acting as
joint global co-ordinator, joint bookrunner and nominated adviser
in connection with the Placing. The Banks have today entered an
agreement with the Company (the "Placing Agreement") under which,
on the terms and subject to the conditions set out therein, each of
the Banks, each as agent for and on behalf of the Company, has
agreed to use its respective reasonable endeavours to procure
Placees for the Placing Shares.
Subject to, amongst other conditions contained in the Placing
Agreement, including the Banks and the Company executing a pricing
agreement (the "Pricing Agreement") which forms a schedule to the
Placing Agreement) following the Bookbuild in connection with the
Placing, each of the Banks will severally (and not jointly or
jointly and severally) agree with the Company to subscribe for the
Placing Shares at the placing price per New Share to be determined
in the bookbuild (the "Placing Price") in the event of any default
by any Placee in paying the Placing Price in respect of any Placing
Shares allotted to it in the agreed proportions as set out in the
Placing Agreement.
The timing of the closing of the book, the Placing Price and
allocations are at the discretion of the Company and the Banks.
Details of the Placing Price and the number of Placing Shares to be
issued pursuant to the Placing will be announced by the Company
pursuant to the Placing Results Announcement as soon as practicable
after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank, pari passu, in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue. The Placing Shares will be
issued free of any encumbrances, liens or other security
interests.
The Placing, including the issue and allotment of the Placing
Shares by the Company to Placees, requires the approval by
Shareholders of the Company at a General Meeting convened for 3
November 2021. A circular containing, among other things, a notice
convening the General Meeting and details of the Resolutions is
intended to be published by the Company following completion of the
Bookbuild.
Application for admission to trading
The Company will apply to the London Stock Exchange for
admission of the Placing Shares to trading on AIM ("Admission"). It
is expected that Admission will become effective at 8.00 a.m. on 4
November 2021 (or such later date as may be agreed between the
Company and the Banks) and dealings in the Placing Shares will
commence at that time.
Participation in, and principal terms of, the Placing
1. The Banks are acting as joint global co-ordinators and joint
bookrunners on the Placing severally, and not jointly, nor jointly
and severally, as agents of the Company. Participation in the
Placing will only be available to persons who may lawfully be, and
are, invited to participate by either of the Banks. Each of the
Banks and their respective affiliates, or any person acting on
their behalf, are entitled to enter bids as principal in the
Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Banks by Placees whose bids are successful.
The Placing Price and the aggregate proceeds to be raised through
the Placing will be jointly agreed between the Banks and the
Company following completion of the Bookbuild and will be payable
to the Banks by the Placees in respect of the Placing Shares
allocated to them. The Placing Price and the number of Placing
Shares will be announced on a Regulatory Information Service
following the completion of the Bookbuild.
3. To participate in the Bookbuild, Placees should communicate
their bid by telephone or in writing to their usual sales contact
at one of the Banks. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for , or
the total monetary amount which it is offering to acquire Placing
Shares, in each case at the Placing Price which is ultimately
established by the Company and the Banks, or at prices up to a
price limit specified in its bid . Bids may be scaled down by the
Banks on the basis referred to in paragraph 6 below. Each of the
Banks reserves the right not to accept bids or to accept bids in
part rather than in whole.
4. The Bookbuild is expected to close no later than 19.00
(London time) today but may be closed earlier or later, at the
discretion of the Banks and the Company. The Banks may, in
agreement with the Company, accept bids that are received after the
Bookbuild has closed.
5. Each prospective Placee's allocation will be agreed between
the Banks and the Company and will be confirmed to prospective
Placees orally or in writing by the relevant Bank, acting as agent
of the Company, following the close of the Bookbuild. Subject to
paragraph 8 below, the relevant Bank's oral or written 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 such Bank and the Company, under which such
Placee agrees to subscribe for the number of Placing Shares
allocated to it and to pay the Placing Price for each such Placing
Share on the terms and conditions set out in this Announcement and
in accordance with the Company's corporate documents.
6. The Banks will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares and may scale down any bids for this purpose on
such basis as they may determine. The Banks may also,
notwithstanding paragraphs 3 and 4 above and 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 Bookbuild has
closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of the
Banks, subject to agreement with the Company. If within a
reasonable time after a request for verification of identity, the
Banks have not received such satisfactory evidence, the Banks may,
in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Banks will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited.
7. The Placing Shares are being offered and sold by the Company
(a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S under the Securities Act; and (b)
in the United States only to persons reasonably believed to be QIBs
as defined in and in reliance on Rule 144A under the Securities Act
or another exemption from the registration requirements of the
Securities Act . It and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are
subscribed for will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as
defined in, and pursuant to, Regulation S under the Securities Act;
or (ii) (a) a QIB, and (b) subscribing for the Placing Shares
pursuant to Rule 144A under the Securities Act or another exemption
from the registration requirements under the Securities Act,
acknowledging 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. With respect to (ii) above, it
is subscribing for the Placing Shares for its own account or for
one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, for investment
purposes only 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 it has full power to make the
representations, warranties, indemnities, acknowledgements,
agreements and undertakings in this Announcement on behalf of each
such account.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement and will be legally binding
on the Placee on behalf of which it is made and except with the
relevant Bank's consent will not be capable of variation or
revocation after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Bank, to pay it (or as it may
direct) in cleared funds on the settlement date an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to subscribe for. Each Placee's
obligations will be owed to the relevant Bank.
9. Except as required by law or regulation, no press release or
other announcement will be made by either of the Banks 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.
10. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under the section entitled "Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Bank.
13. To the fullest extent permissible by law, neither of the
Banks, nor any of their respective affiliates nor any of its or
their respective directors, officers, employees nor any person
acting on their behalf shall have any responsibility or liability
to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in connection with the Placing or the Placing
Shares. In particular, neither of the Banks, nor any of their
respective affiliates, nor any person acting on their behalf shall
have any responsibility or liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of the
Banks' conduct of the Bookbuild or of such alternative method of
effecting the Placing as the Banks and the Company may agree.
All obligations under the Placing will be subject to the
fulfilment of the conditions referred to below under the paragraph
"Conditions of the Placing" and "Termination of the Placing
Agreement".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Banks' obligations under the Placing Agreement are
conditional on certain conditions, including (but not limited
to):
1. the release by the Company of the Placing Results Announcement;
2. the Pricing Agreement having been duly executed and delivered
by the parties thereto in their respective absolute discretions by
no later than 8:00 a.m. on the Business Day after the date of this
Agreement (or such later time and/or date as may be agreed in
writing between the Company and the Banks);
3. the Company having complied with all of its obligations under
the Placing Agreement or under the terms and conditions of the
Placing which fall to be performed on or prior to Admission, save
for any non-compliance which the Banks consider in their absolute
discretion (acting in good faith), not to be (singly or in
aggregate) material;
4. the representations, warranties, undertakings and covenants
on the part of the Company in the Placing Agreement being true,
accurate and not misleading at certain milestones in the Placing,
in each case by reference to the facts and circumstances then
subsisting;
5. the Resolutions having been passed without amendment (or with
such amendments as the Banks may agree, acting in good faith) by
the Shareholders of the Company at the General Meeting and such
Resolutions remaining in force;
6. in the good faith opinion of the Banks, since the date of the
Placing Agreement, there not having occurred a material adverse
change in relation to the Company or the Group at any time prior to
Admission;
7. Admission of the Placing Shares occurring at or before 8:00
a.m. (London time) on 4 November 2021, or such later time and/or
date (being not later than 18 November 2021) as the Company and the
Banks may agree in writing; and
8. the delivery to the Banks of customary documentation in connection with the Placing.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Banks by the relevant time or date
specified (or such later time or date as the Company and the Banks
may agree); or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and the
Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it in respect
thereof.
The Banks may, at their discretion and upon such terms as they
think fit, extend the time for the satisfaction of any condition or
waive compliance by the Company with the whole or any part of any
of the Company's obligations in relation to the conditions in the
Placing Agreement (other than certain specified conditions, which
may not be waived). Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither of the Banks, their affiliates nor any person acting on
their behalf shall have any liability or responsibility to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
it may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing, each
Placee agrees that any such decision is within the absolute
discretion of the Banks.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each Bank is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia: (i) if there has been
a breach by the Company of any of the representations or
warranties; (ii) if the application for Admission is refused by the
London Stock Exchange; or (iii) upon the occurrence of certain
material adverse change or force majeure events.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
or written confirmation by the Banks following the close of the
Bookbuild.
By participating in the Placing, Placees agree that the exercise
or non-exercise by each Bank of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of such Bank or for agreement between the Company and
the Banks (as the case may be) and that neither the Company nor the
Banks need make any reference to, or consultation with, Placees and
that neither they nor any of their respective affiliates nor any
person acting on its or their behalf shall have any liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or
admission document has been or will be submitted to be approved by
the FCA (or any other authority) in relation to the Placing.
In connection with the Placing, the Final Offering Document will
be published on the Company's website and made available to you.
The Final Offering Document is not expected to be issued prior to
Placees entering into a legally binding commitment in respect of
the Placing Shares. Placees' commitments will therefore be made
solely on the basis of the Disclosure Package and the terms and
conditions contained in this Announcement . For the avoidance of
doubt, neither the Preliminary Offering Document nor the Final
Offering Document will be submitted to be approved by the FCA or
any other authority and none of such documents constitute an
admission document drawn up in accordance with the AIM Rules.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, the Disclosure Package and
the Final Offering Document is exclusively the responsibility of
the Company and confirms to the Banks and the Company that it has
neither received nor relied on any information, representation,
warranty, or statement made by or on behalf of the Company, either
of the Banks, any of their respective affiliates or any person
acting on its or their behalf other than the Disclosure Package and
the terms and conditions set out in this Announcement and no such
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 (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). 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 the
invitation to participate in the Placing.
Restriction on further issue of securities
The Company has undertaken to the Banks that, between the date
of the Placing Agreement and 180 calendar days after (but
including) the date of Admission, it will not, without the prior
written consent of the Banks, directly or indirectly issue or allot
Ordinary Shares, subject to customary exceptions and waiver by the
Banks.
By participating in the Placing, Placees agree that the exercise
by the Banks of any power to grant consent to waive the
aforementioned undertaking by the Company shall be within the
absolute discretion of the Banks and that they need not make any
reference to, or consultation with, Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B0130H42) following Admission will take place within the
relevant system administered by Euroclear UK & Ireland Limited
("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and
the Company reserve the right to require settlement for, and
delivery of, the Placing Shares to Placees by such other means that
they deem necessary if delivery or settlement is not possible or
practicable in CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be notified of
the number of Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to the relevant
Bank and settlement instructions. Placees should settle against
CREST ID: 686 for BofA Securities and CREST ID: 331 for
Investec.
Placees should note the longer than usual settlement period for
a placing and be aware of the extended timetable as set out in this
Announcement and the Offering Document. It is expected that
settlement for the Placing will be on 4 November 2021 and delivery
versus payment basis in accordance with the instructions given to
the Banks.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Bank.
The Company will deliver the Placing Shares to the CREST
accounts operated by BofA Securities and Investec, each as agents
for the Company and BofA Securities and Investec will, as
applicable enter its delivery (DEL) instruction into the CREST
system. Each of BofA Securities and Investec will hold any Placing
Shares delivered to their respective accounts as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Banks.
Each Placee agrees that, if it does not comply with these
obligations, the Banks 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 Company's account and benefit, 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 shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest,
fines or penalties) imposed in any jurisdiction 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 either
Bank lawfully takes in pursuance of such sale.
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 to as provided below, be so
registered free from any liability to UK stamp duty or UK stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax or other similar taxes (and/or
any interest, fines or penalties relating thereto) is payable in
respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither the
Banks nor the Company shall be responsible for the payment of such
amounts.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Banks (in their capacity as joint
global co-ordinators, joint bookrunners and as placing agents of
the Company in respect of the Placing) and the Company, in each
case as a fundamental term of its application for Placing Shares,
the following:
1. it has read and understood the Disclosure Package and the
terms and conditions set out in this Announcement in their entirety
and that its participation in the Bookbuild and the Placing and its
subscription for and purchase of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and in the Disclosure Package
and undertakes not to redistribute or duplicate such documents and
that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Disclosure Package and the terms
and conditions set out in this Announcement;
2. that no prospectus or admission document has been or will be
submitted to be approved by the FCA (or any other authority) in
connection with the Placing or is required under the EU Prospectus
Regulation or UK Prospectus Regulation and it has not received and
will not receive, other than the Disclosure Package and the Final
Offering Document, a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing,
the Company, Admission or the Placing Shares;
3. that neither of the Banks, nor the Company nor any of their
respective affiliates nor any person acting on their behalf has
provided, and none of them will provide, it with any material or
information regarding the Placing Shares, the Bookbuild, the
Placing or the Company or any other person other than this
Announcement, the Preliminary Offering Document, the Placing
Results Announcement and the Final Offering Document in each case
provided by the Company, nor has it requested either of the Banks,
the Company, or any of their respective affiliates nor any person
acting on behalf of any of them to provide it with any such
material or information;
4. unless otherwise specifically agreed with the Banks, that
they are not, and at the time the Placing Shares are subscribed
for, neither it nor the beneficial owner of the Placing Shares will
be, a resident any jurisdiction in which it would be unlawful to
make or accept an offer to subscribe for the Placing Shares,
subject to certain restrictions; and further acknowledges that the
Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other jurisdiction and,
subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into any country or jurisdiction where any such action for that
purpose is required;
5. that the content of this Announcement, the Disclosure Package
and the Final Offering Memorandum are exclusively the
responsibility of the Company and that neither of the Banks or any
of their respective affiliates nor any person acting on their
behalf has or shall have any responsibility or liability for any
information, representation or statement contained therein, 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, the Disclosure Package and the
Final Offering Memorandum;
6. that the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to subscribe
for the Placing Shares is contained in the Disclosure Package and
the terms and conditions set out in this Announcement, and that it
has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by
the Banks or the Company and neither of the Banks, the Company nor
any of their respective affiliates nor any person acting on its or
their behalf 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 neither of the Banks nor any
of their affiliates nor any person acting on their behalf, have
made any representations to it, express or implied, with respect to
the Company, the Bookbuild, the Placing and the Placing Shares or
the accuracy, completeness or adequacy of this Announcement, the
Disclosure Package or the Final Offering Document, and each of them
expressly disclaims any liability in respect thereof;
7. that it has not relied on any information relating to the
Company contained in any research reports prepared by either of the
Banks, any of their respective affiliates or any person acting on
their behalf and understands that (i) neither of the Banks nor any
of their respective affiliates nor any person acting on their
behalf has or shall have any liability for public information
relating to the Company; (ii) neither of the Banks nor any of their
respective affiliates nor any person acting on their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
that (iii) neither of the Banks nor any of their respective
affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information referred to in (i) to
(iii) above, whether at the date of publication, the date of this
Announcement or otherwise;
8. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
9. it acknowledges that no action has been or will be taken by
the Company, the Banks, their respective affiliates or any person
acting on its or their behalf that would, or is intended to, permit
a public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
10. that it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Company, the Banks, or any of their
respective affiliates or any of its or their respective agents,
directors, officers, employees or any person acting on its or their
behalf acting in breach of the legal and/or regulatory requirements
of any jurisdiction in connection with the Placing;
11. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its 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;
12. that it has complied with its obligations under the Criminal
Justice Act 1993, EU MAR, UK MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (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;
13. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Banks and the Company for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person);
14. it agrees to provide the Banks with such relevant documents
as they may reasonably request to comply with requests or
requirements that either they or the Company may receive from
relevant regulators in relation to the Placing, subject to its
legal, regulatory and compliance requirements and restrictions;
15. it represents and warrants that it is not acting in concert
(within the meaning given in the City Code on Takeovers and
Mergers) with any other Placee or any other person in relation to
the Company;
16. if it is in the United Kingdom it is a Relevant Person and
if it is in a member state of the EEA it is a Qualified Investor
and undertakes that it will subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of
its business;
17. it understands that any investment or investment activity to
which this Announcement relates to is available only to, in the
United Kingdom, Relevant Persons and, in any member state of the
EEA, Qualified Investors, and will only be engaged in only with
such persons, and further understands that this Announcement must
not be acted on or relied on by persons who are not, in the United
Kingdom, Relevant Persons and, in any member state of the EEA,
Qualified Investors;
18. that it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
19. where it is subscribing for the Placing Shares for one or
more managed accounts, it represents, warrants and undertakes that
it is authorised in writing by each managed account to subscribe
for the Placing Shares for each managed account and it has full
power to make the acknowledgements, representations and agreements
herein on behalf of each such account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation and the UK
Prospectus Regulation, that the Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to
their offer or resale to, persons in a member state of the EEA
other than Qualified Investors or persons in the United Kingdom
other than Relevant Persons, or in circumstances in which the prior
consent of the Banks has been given to the proposed offer or
resale;
22. that it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to
Relevant Persons or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of FSMA;
23. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
24. that any offer of Placing Shares may only be directed at
persons in the United Kingdom who are Relevant Persons and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the
United Kingdom prior to Admission except to Relevant Persons or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation and that it has
only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and agrees
that this Announcement has not been approved by either of the Banks
in their respective capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing
Shares;
26. if it has received any inside information (as defined under
UK MAR and EU MAR) about the Company in advance of the Placing, it
has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of
the Company; or (iii) disclosed such information to any person
except as permitted by UK MAR and EU MAR, prior to the information
being made publicly available;
27. that (i) it (and any person acting on its behalf) has the
funds available to pay for, and has capacity and authority and is
otherwise entitled to purchase the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any
issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has not taken any action
which will or may result in the Company, the Banks, any of their
respective affiliates or any person acting on its or their behalf
being in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and
purchase of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
28. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
the terms and conditions of this Announcement on the due time and
date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other
Placees or sold as the Banks may in their absolute discretion
determine and without liability to such Placee. Such Placee will,
however, remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax or
other similar taxes (together with any interest, fines or
penalties) due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing
Shares on its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that the Banks or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
30. that neither of the Banks nor any of their respective
affiliates nor any person acting on their behalf, is making any
recommendations to it, or advising it regarding the suitability or
merits of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that
it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of either of the Banks' rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
31. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Banks nor the Company nor any of their
respective affiliates nor any person acting on its or their behalf
will be responsible for any liability to stamp duty or stamp duty
reserve tax or other similar duties or taxes (together with any
interest, fines or penalties) resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of
such Placee agrees to indemnify each of the Banks, the Company, any
of their respective affiliates and any person acting on its or
their behalf in respect of the same on an after-tax basis on the
basis that the Placing Shares will be allotted to the CREST stock
account of BofA Securities or Investec (as applicable) who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions with payment
for the Placing Shares being made simultaneously upon receipt of
the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
32. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it subjects (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 Banks or the Company 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 or in any other court of competent jurisdiction;
33. that the Company, each of the Banks, their respective
affiliates and any person acting on its or their behalf will rely
upon the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
which are given to each of the Banks on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Banks and the Company to produce this
Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
contained in this Announcement;
34. that it will indemnify on an after-tax basis and hold each
of the Banks, the Company and their respective affiliates and in
each case their respective directors, employees, officers and
agents and any person acting on their respective behalf harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) (i) arising out of, directly or
indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement and (ii) as incurred by the Banks
and/or the Company arising from the performance of the Placee's
obligations as set out in this Announcement and further agrees that
the provisions of this Announcement shall survive after completion
of the Placing;
35. it acknowledges that it irrevocably appoints any director or
authorised signatories of the Banks as its agent for the purposes
of executing and delivering to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;
36. that it acknowledges that its commitment to subscribe for
Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the
terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Banks conduct of the
Placing;
37. that in making any decision to subscribe for the Placing
Shares (i) it has sufficient knowledge, sophistication and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing, (iii) it has
relied on its own examination, due diligence and analysis of the
Company and its affiliates taken as a whole, including the markets
in which the Group operates, and the terms of the Placing,
including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the Banks,
(iv) it has had sufficient time and access to information to
consider and conduct its own investigation with respect to the
offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect
to making an investment in the Placing Shares, (v) it is aware and
understands that an investment in the Placing Shares involves a
considerable degree of risk and (vi) it will not look to the Banks,
any of their respective affiliates or any person acting on their
behalf for all or part of any such loss or losses it or they may
suffer;
38. it acknowledges and agrees that neither of the Banks nor the
Company, their respective affiliates nor any person acting on their
behalf, owe any fiduciary or other duties to it or any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
39. it understands and agrees that it may not rely on any
investigation that either of the Banks, its affiliates or any
person acting on their behalf may or may not have conducted with
respect to the Company and its affiliates or the Placing and each
of the Banks has not made any representation or warranty to it,
express or implied, with respect to the merits of the Placing, the
subscription for or purchase of the Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to subscribe for the Placing Shares. It acknowledges and
agrees that no information has been prepared by, or is the
responsibility of, either of the Banks, its affiliates or any
person acting on their behalf for the purposes of this Placing;
40. it acknowledges and agrees that it will not hold either of
the Banks or any of their respective affiliates or any person
acting on their behalf responsible or liable for any misstatements
in or omission from the Offering Document or any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group and that no
such person makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information or accepts any responsibility for any of such
information;
41. that in connection with the Placing, each of the Banks, any
of their respective affiliates and any person acting on its or
their behalf may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase or
sell for its own account such shares in the Company and any 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, any of their respective
affiliates or any person acting on its or their behalf, in each
case, acting in such capacity. In addition either of the Banks, any
of their respective affiliates and any person acting on their
behalf may enter into financing arrangements (including swaps,
warrants or contracts for difference) with investors in connection
with which such person(s) may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing
Shares. Neither of the Banks, nor any of their respective
affiliates nor any person acting on their behalf intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so;
42. that a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Banks. The Banks reserve the right to take up a portion of the
securities in the Placing as a principal position at any stage at
their sole discretion, inter alia, to take account of the Company's
objectives, UK MiFIR and MiFID II requirements, and/or their
allocation policies;
43. it acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
prepared in respect of any of the Placing Shares under the
securities laws of the United States, or any state or other
jurisdiction of the United States, nor 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. It acknowledges that the Placing Shares have not been
registered or otherwise qualified for offer and sale nor will a
prospectus be cleared or approved in respect of the Placing Shares
under the securities laws of Australia, Canada, South Africa or
Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or
indirectly, within the United States, Australia, Canada, South
Africa or Japan or in any country or jurisdiction where any action
for that purpose is required;
44. that the Placing Shares offered and sold in the United
States are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and for so long as the Placing
Shares are "restricted securities", it will not deposit such shares
in any unrestricted depositary facility established or maintained
by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise
transfers the Placing Shares of the foregoing restrictions on
transfer; and
45. it agrees not to reoffer, resell, pledge or otherwise
transfer the Placing Shares except: (i) outside the United States
in accordance with Rule 903 or Rule 904 of Regulation S; or (ii) to
another QIB in compliance with Rule 144A; or (iii) pursuant to an
exemption from registration under the Securities Act provided by
Rule 144 or any other exemption from the registration requirements
of the Securities Act, in each case in accordance with any
applicable securities laws of any state or other jurisdiction of
the United States. It understands that no representation has been
made as to the availability of the exemption provided by Rule 144
or any other exemption under the Securities Act for the reoffer,
resale, pledge or transfer of the Placing Shares.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as each of the Banks (for their own
benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither the Company nor either of the
Banks, nor any of their respective affiliates or any person acting
on their behalf, owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement or these terms and
conditions.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of UK stamp duty and UK stamp duty
reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. None of the Company,
the Banks, their respective affiliates nor any person acting on its
or their behalf will be responsible for any UK stamp duty or UK
stamp duty reserve tax (including any interest, fines and penalties
relating thereto) arising in relation to the Placing Shares in any
other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to issue or transfer the Placing Shares into a clearance service.
Neither the Banks, the Company, their respective affiliates nor any
person acting on its or their behalf will be liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, or documentary duties
or taxes or any interest) ("transfer taxes") that arise (i) if
there are any such arrangements (or if any such arrangements arise
subsequent to the acquisition by Placees of Placing Shares) or (ii)
on a sale of Placing Shares, or (iii) otherwise than under the laws
of the United Kingdom. Each Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such transfer taxes
undertakes to pay such transfer taxes (including any interest,
fines and penalties relating thereto) forthwith, and agrees to
indemnify on an after-tax basis and hold the Banks and/or the
Company (as the case may be), their respective affiliates and any
person acting on its or their behalf harmless from any such
transfer taxes, and all interest, fines or penalties in relation to
such transfer taxes. Each Placee should, therefore, take its own
advice as to whether any such transfer tax liability arises.
Miscellaneous
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either of the Banks or any of their
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares.
Each Placee acknowledges and is aware that the Banks are receiving
a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with either of the Banks, any money held in an account with
either of the Banks 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 the relevant
Bank's money in accordance with the client money rules and will be
used by each of the Banks in the course of its own business; and
the Placee will rank only as a general creditor of the relevant
Bank.
All times and dates in this Announcement may be subject to
amendment by the Banks and the Company (in their absolute
discretion). The Banks shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Banks and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of
others.
Time is of the essence as regards each Placee's obligations
under the terms and conditions set out in this Announcement.
Any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Banks.
This Announcement and all documents into which this Announcement
is incorporated by reference or otherwise validly forms a part will
be governed by and construed in accordance with English law. All
agreements to subscribe for shares pursuant to the Bookbuild and/or
the Placing will be governed by English law and the English courts
shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or either of the Banks 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 or in any other court of competent jurisdiction.
Each Placee may be asked to disclose in writing or orally to the
Banks is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.
Definitions:
"GBP", "GBP", "pounds", "pound sterling" or "sterling", "p",
"penny" or "pence" are to the lawful currency of the UK.
"Announcement" means this announcement, including the terms and
conditions set out herein;
"AIM Rules" means the AIM Rules for Companies as issued by the
London Stock Exchange, from time to time;
"BofA Securities" means Merrill Lynch International;
"Bookbuild" means the bookbuilding process to be commenced by
the Banks to use reasonable endeavours to procure placees for the
Placing Shares, as described in this Announcement and subject to
the terms and conditions set out in this Announcement and the
Placing Agreement;
"Capital Raise" means the Placing and Subscription;
"EU Prospectus Regulation" means Prospectus Regulation (EU)
2017/1129;
"Euroclear" means Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"EU MAR" means the Market Abuse Regulation (EU) No.596/2014;
"Investec" means Investec Bank plc;
"ITM Power" or the "Group" or the "Company" means ITM Power
PLC;
"Joint Global Co-ordinators", the "Joint Bookrunners" or the
"Banks" means Investec and BofA Securities;
"Listing Rules" means the rules and regulations made by the FCA
under FSMA;
"New Shares" means the Placing Shares and the Subscription
Shares;
"Placing Shares" means the new shares to be issued by the
Company pursuant to the Placing;
"Placee" means a person procured by a Bank to subscribe for
Placing Shares;
"Placing" means the placing, to be conducted by means of an
accelerated bookbuilding process with institutional investors, of
the Placing Shares pursuant to the terms and conditions of this
Announcement, the Preliminary Offering Memorandum and the Placing
Agreement;
"Placing Price" means the price at which the Placing Shares are
to be placed;
"PRA" or "Prudential Regulation Authority" means the UK
Prudential Regulation Authority;
"Regulatory Information Service" means any of the services set
out in Appendix 3 of the Listing Rules;
"Subscription" means the subscription of Shares by certain
investors and directors;
"Subscription Shares" means the new shares to be issued by the
Company pursuant to the Placing;
"UK MAR" means Market Abuse Regulation (EU) No.596/2014 as it
forms part of UK law by virtue of the European Union (Withdrawal)
Act 2018;
"UK Prospectus Regulation" means the EU Prospectus Regulation as
it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018;
"United States" or "US" means the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof;
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFZMMGKDZGMZM
(END) Dow Jones Newswires
October 14, 2021 11:40 ET (15:40 GMT)
Itm Power (LSE:ITM)
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De Mar 2024 a Abr 2024
Itm Power (LSE:ITM)
Gráfica de Acción Histórica
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