TIDMPCIP
RNS Number : 1988X
PCI-PAL PLC
30 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
30 April 2021
PCI-PAL PLC
("PCI Pal", "the Company" or "the Group")
Proposed Placing to raise GBP5.5 million to accelerate global
growth
PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure
payment solutions for business communications, today announces its
intention to conduct a fundraising to raise gross proceeds of up to
approximately GBP5.5 million through a placing to new and existing
institutional investors (the "Placing") of new ordinary shares of 1
pence each in the capital of the Company ("Ordinary Shares") by way
of an accelerated bookbuild (the "Bookbuild") and a separate direct
subscription for new Ordinary Shares (the "Subscription", together
with the Placing the "Fundraising").
Highlights
-- Proposed Fundraising of up to 5,789,473 Ordinary Shares at a
price of 95 pence per Ordinary Share (the "Issue Price") to raise
gross proceeds for the Company of up to GBP5.5 million
-- The net proceeds of the Fundraising receivable by the Company
will be used to fund the Company's further expansion into the new
territories of Mainland Europe, Canada and Australia.
-- The net proceeds of the Fundraising should allow the Company
to accelerate long-term growth through targeting a larger
addressable market underpinned by the Company's high margin,
scalable, globally available SaaS technology platform.
-- The Placing is to be conducted by way of an accelerated
bookbuild process which will commence immediately following this
Announcement and will be subject to the terms and conditions set
out in the Appendix to this Announcement.
-- The Placing Price represents a discount of approximately 9
per cent. to the closing mid-market price of an Ordinary Share on
29 April 2021, being the last trading day prior to this
Announcement.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in the Appendix to
this Announcement (which forms part of this Announcement).
The Fundraising
It is expected that up to approximately 5,789,473 new Ordinary
Shares will be issued pursuant to the Fundraising, which would
represent up to approximately 9.7 per cent. of the Company's
current issued share capital (excluding shares held in treasury).
The Fundraising will be effected pursuant to existing authorities
of the Company, granted at the Company's annual general meeting on
5 November 2020 permitting it to issue new Ordinary Shares on a non
pre-emptive basis.
The Placing is being made available to institutional investors
and is not being made available to the public. PCI Pal has entered
into a placing agreement with finnCap Ltd ("finnCap") to act as
bookrunner (the "Bookrunner") in relation to the Placing.
The Placing is subject to the satisfaction of certain conditions
set out in this Announcement and the appendices hereto and is being
conducted by way of the Bookbuild which will be launched with
immediate effect following release of this Announcement. The timing
of the closing of the Bookbuild, the number of new Ordinary Shares
issued pursuant to the Placing and Subscription and allocations are
at the sole discretion of the Company and the Bookrunner. The
Bookrunner reserves the right to close the Bookbuild without
further notice. There can be no certainty that the Fundraising will
complete. The Fundraising is being undertaken on a reasonable
endeavours basis and is not being underwritten.
A further announcement following the close of the Bookbuild,
confirming the final details of the Fundraising is expected to be
made in due course.
The ticker for the Company's ordinary shares is PCIP. The
Company's LEI is 213800XTX34IQYMYES95.
For further information, please contact:
PCI-PAL PLC Via Walbrook PR
James Barham - Chief Executive
Officer
William Good - Chief Financial
Officer
finnCap (Nominated Adviser and
Broker) +44 (0) 20 7227 0500
Marc Milmo/Simon Hicks/ Fergus
Sullivan (Corporate Finance)
Richard Chambers (Corporate Broking)
Walbrook PR +44 (0) 20 7933 8780
Tom Cooper/Paul Vann +44 (0) 797 122 1972
tom.cooper@walbrookpr.com
About PCI Pal:
PCI Pal is a leading provider of Software-as-a-Service ("SaaS")
solutions that empower companies to take payments from their
customers securely, adhere to strict industry governance, and
remove their business from the significant risks posed by
non-compliance and data loss. Our products secure payments and data
in any business communications environment including voice, chat,
social, email, and contact centre. We are integrated to, and resold
by, some of the worlds' leading business communications vendors, as
well as major payment service providers.
The entirety of our product-base is available from our global
cloud platform hosted in Amazon Web Services ("AWS"), with regional
instances across EMEA, North America, and ANZ.
IMPORTANT NOTICES AND DISCLAIMER
This Announcement has been issued by and is the sole
responsibility of the Company.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This Announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United States.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 (as defined below))
to be published.
This Announcement is 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 investment and who are: (a) if in a member state of the
European Economic Area, "qualified investors" as defined in Article
2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation")
("EU Qualified Investors"); (b) if in the United Kingdom,
"qualified investors" as defined in Article 2EUR of the EU
Prospectus Regulation which forms part of retained EU law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the "UK Prospectus Regulation") and who (i) fall within
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii)
fall within article 49(2)(a) to (d) of the Order and are "qualified
investors" as defined in section 86 of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada
that are (i) "accredited investors" within the meaning of section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI
45-106") or subsection 73.3(1) of the Securities Act (Ontario), as
applicable, and that are either purchasing the Ordinary Shares as
principal for their own account, or are deemed to be purchasing the
Ordinary Shares as principal for their own account in accordance
with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; (ii) not created or
used solely to purchase or hold the Ordinary Shares as an
accredited investor under NI 45-106; and (iii) "permitted clients"
within the meaning of National Instrument 31-103 - Registration
Requirements, Exemptions And Ongoing Registrant Obligations and (e)
otherwise, to persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as
"relevant persons"). Any investment in connection with the Placing
will only be available to, and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or
rely on this Announcement or any of its contents.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the UK only in circumstances in which
section 21(1) of FSMA does not apply.
finnCap Ltd, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as Nominated
Adviser, broker and sole bookrunner to the Company in connection
with the Placing and no one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of finnCap nor for providing advice in relation
to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on finnCap by the FSMA or by the
regulatory regime established under it, and except in the event of
their committing fraud, neither finnCap nor any of its respective
affiliates accepts any responsibility whatsoever for the accuracy,
completeness or sufficiency of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of finnCap or any of its respective affiliates
in connection with the Company, the Ordinary Shares or the
Fundraising. finnCap and each of its respective affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement.
The distribution of this Announcement and the offering of the
Ordinary Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or finnCap that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and finnCap to
inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan" "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law or regulation, neither the Company nor
finnCap nor their respective affiliates assume any responsibility
or obligation to update publicly or review any of the
forward-looking statements contained herein. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
No statement in this Announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company. The price of shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the shares.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Fundraising.
Any investment decision to buy Ordinary Shares in the Placing must
be made solely on the basis of publicly available information,
which has not been independently verified by finnCap. Each investor
or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended
("UKMiFID II"); and (b) the UK's implementation of Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing UK
MiFID II, and in particular Chapter 3 of the Product Intervention
and Product Governance Sourcebook of the FCA (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in UK MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted
by UK MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors (such term to have the
same meaning as in the MiFID II 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 Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, finnCap will only procure investors
(pursuant to the Placing) who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of UK MiFID II;
or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who
have a contractual right or other legal obligations to forward a
copy of this Announcement should seek appropriate advice before
taking any action.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
INTRODUCTION
The Company today announces a proposed issue of Ordinary Shares
at a placing price of 95 pence per Ordinary Share, to raise gross
proceeds receivable by the Company of up to GBP5.5 million. An
Issue Price of 95 pence represents a discount of approximately 9
per cent. to the closing mid-market price of an Ordinary Share of
104.5 pence on 29 April 2021, (being the latest practicable
business day prior to the date of this Announcement).
The Board intends to use the net proceeds of the Fundraising to
fund the expansion of the Company into new territories of Mainland
Europe, Canada and Australia. Further information on the Company's
use of proceeds is set out below.
The Ordinary Shares are being issued under the Company's
existing shareholder authorities and it is expected that they will
be admitted to trading on AIM on or around 7 May 2021.
The Placing is subject to the satisfaction of certain conditions
set out in this announcement and the appendices hereto
("Appendices") (together, this "Announcement") and is being
conducted by way of an accelerated bookbuild, which will be
launched immediately following the publication of this
Announcement. finnCap Ltd ("finnCap") is acting as Nominated
Adviser and Broker in connection with the Placing. The number of
Placing Shares which are to be placed at the Placing Price will be
determined at the close of the Bookbuilding Process. The timing of
the closing of the Bookbuilding Process and the allocations are at
the absolute discretion of finnCap and the Company. Details of the
number of Placing Shares to be placed will be announced as soon as
practicable after the close of the Bookbuilding Process. The
Placing is not being underwritten by finnCap.
The Fundraising is conditional, inter alia, on the Placing
Agreement between the Company and finnCap becoming unconditional
and not being terminated (in accordance with its terms).
Background to the Fundraising and Use of Proceeds
The directors believe the Company has continued to make
excellent progress against its key growth metrics as the Board
seeks to deliver against its ambition to become the preferred
solution provider that organisations turn to globally for achieving
payment security and PCI compliance in customer engagement
environments. The progress being made by the Company is a result of
its focus on three strategic pillars that is incorporated into the
Company's stated objectives: serving products from a true cloud
environment; available globally; with a sales model that leverages
the strengths of large and often global channel partners .
A key constituent of the Company's success over the last few
years, the directors believe, has been that it was the first to
bring a true cloud, secure payment technology solution to the
contact centre market, and making the solution available globally.
Having set out a key strategic objective to be the leader in
cloud-based secure payment services to the business communications
market, over the last three years the Company has already expanded
its platform to reach across multiple regions in EMEA, North
America, and Australia.
This has been achieved through a proportion of direct sales but
more so through a channel partner sales model that has enabled the
Company to consistently add new reseller partners to its ecosystem,
many of whom are global cloud-based vendors themselves. The Company
provides full on-boarding to these partners allowing it, where
possible, to integrate with their own solution offerings thus
providing these partners with easy-to-deploy PCI compliant payment
solutions that they can sell alongside their own core product
offerings.
Through its early commitment to build a channel sales business,
the Company continues to have a growing ecosystem of partners
including some of the best-known names in the business
communications and payments markets. The contact centre market is
by majority made up of small to medium size sites (those with less
than 250 agent seats). For example, in the US alone, there are over
37,000 contact centres (94% of all contact centres in the region)
with less than 250 seats. The Company's ability to market, engage,
and sell to this majority end of the market, via its channel
ecosystem, is critical to realising the Company's true scale
potential. A key aspect of the Company's model is that it does not
focus on one particular sector of the market. It is able to
successfully sell to small to medium size customers, leveraging its
partners existing routes to market to address smaller customers in
volume. The Company can as well sell, both through partners and
directly, to the larger enterprise end of the contact centre
market.
Given the progress made by the Company, the Directors believe
that it has established the foundations to open up its Serviceable
Addressable Market ("SAM") to maintain the Company's strong revenue
growth over the longer term. Whilst the Company's existing core
markets of the USA and the UK have, in aggregate a total of
approximately 4.4 million contact centre seats, the markets of
Mainland Europe, Australia and Canada offer an exciting opportunity
to significantly increase the Company's SAM. Mainland Europe has
approximately 2.1 million contact centre seats, Canada has
approximately 0.5 million contact centre seats with Australia
having approximately 0.3 million contact centre seats. PCI
Compliance is a global requirement and the Company has already made
opportunistic sales into these regions both directly and through
existing channel partners. The Board believes by proactively
growing its presence into these territories that it will
potentially increase its SAM by 40 per cent.
The Company is therefore seeking to raise GBP5.5 million to fund
its expansion into these new territories of Mainland Europe,
Canada, and Australia. The Board believes that the funds raised
will assist the Board's objectives to deliver strong revenue growth
over the longer term. The proceeds raised will be used as
follows:
-- Sales and marketing expansion : Increase marketing
expenditure and grow the Company's sales teams regionally so as to
drive sales traction in the new territories both direct and through
existing and new channel partners; and
-- Investment in Partner and Customer Success: hiring resource
into the Company's partner and customer success team in both North
America and EMEA so as to continue to maintain the Company's low
levels of churn and driving positive net retention over the longer
term; and
-- Continued investment into engineering and product : The
Company will continue to ensure it invests in its technology so as
to further accelerate the evolution and efficiencies of the
Company's core product set and features.
Current trading and prospects
The Board released its interim results for the six months to 31
December 2020 on 8 March 2021. In the six months to 31 December
2020, revenue increased by 56 per cent. year on year to GBP3.19
million with 86 per cent. of revenues being recurring. New ACV
(annual contract value) in the period was GBP1.68 million so that
as at 31 December 2020, Total Contracted ACV (TACV) was GBP8.3
million, up from GBP6.75 million at 30 June 2020.
Since 31 December 2020 the Group's trading has continued to be
strong. 51 new customer contracts have been added between 1 January
2021 and 31 March 2021 with these contracts having an ACV of
GBP0.83 million. As at 31 March 2021, TACV was GBP8.9 million.
Time-to-go-live remains in line with management expectations which
is an important KPI for the board, and as at 31 March 2021 cash
stood at GBP4.99 million with net cash of GBP3.16 million.
Details of the Placing
Pursuant to the placing agreement, dated 30 April 2021 between
finnCap and the Company (the "Placing Agreement"), finnCap has
conditionally agreed, as an agent of the Company, to use its
reasonable endeavours to procure subscribers for the new Ordinary
Shares subject to the Placing (the "Placing Shares"). The Placing
is conditional upon, inter alia, admission of the Placing Shares
and the Subscription Shares (as defined below) to trading on AIM
("Admission") becoming effective on or before 8.00 a.m. (London
time) on 7 May 2021 or such later date as may be agreed between
finnCap and Company, but in any event no later than 8.00 a.m.
(London time) on 21 May 2021, and the Placing Agreement and the
Subscription Agreement (as defined below) not having been
terminated prior to Admission. The Placing Shares will rank equally
in all respects with the Company's existing Ordinary Shares. The
Placing is not being underwritten. The maximum number of Placing
Shares is 5,789,473.
Details of the Subscription
On 30 April 2021, the Company entered into a subscription
agreement ("Subscription Agreement") with Burgundy Asset Management
Ltd. (the "Subscriber") pursuant to which the Subscriber
conditionally agreed to subscribe for 650,000 Ordinary Shares
("Subscription Shares"). The Subscription Agreement is conditional
upon, inter alia, (i) Admission and (ii) the Placing Agreement
becoming unconditional in all respects (save for (i) any condition
relation to Admission and (ii) any condition in the Placing
Agreement as to the Subscription Agreement becoming unconditional).
Under the Subscription Agreement, the Company gives certain
warranties to the Subscriber. The Subscriber can terminate the
Subscription Agreement prior to Admission if there is a breach of
warranty which has a material adverse impact on the financial
position of the Company in the context of the Subscription or if
any of the conditions cannot be fulfilled.
This announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Bookbuild described
in the Appendix to this announcement (which forms part of this
announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Proposed Director Participation
James Barham, the CEO of the Company, has indicated that he
intends to participate in the Placing. Should he do so, then such
participation will be regarded as a related party transaction for
the purposes of the AIM Rules.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN
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:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS
REGULATION (REGULATION (EU_2017/1129) (THE "EU PROSPECTUS
REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED
KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(e) OF THE EU
PROSPECTUS REGULATION, WHICH FORMS PART OF RETAINED EU LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") AND WHO (A) FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER
AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ("UK
QUALIFIED INVESTORS") AND (C) OTHERWISE, TO PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT; (3) IF RESIDENT IN
CANADA, (I) "ACCREDITED INVESTORS" WITHIN THE MEANING OF SECTION
1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI
45-106") OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS
APPLICABLE, AND THAT ARE EITHER PURCHASING THE ORDINARY SHARES AS
PRINCIPAL FOR THEIR OWN ACCOUNT, OR ARE DEEMED TO BE PURCHASING THE
ORDINARY SHARES AS PRINCIPAL FOR THEIR OWN ACCOUNT IN ACCORDANCE
WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND
NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (II) NOT CREATED OR
USED SOLELY TO PURCHASE OR HOLD THE ORDINARY SHARES AS AN
ACCREDITED INVESTOR UNDER NI 45-106; AND (III) "PERMITTED CLIENTS"
WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION
REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS (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 RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
PCI-PAL PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD
ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN
ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Bookrunner or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Bookrunner to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and do not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, the Republic of South
Africa or Japan or any other jurisdiction in which the same would
be unlawful. No public offering of the Placing Shares is being made
in any such jurisdiction.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa or Japan or
any other jurisdiction outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended
("UKMiFID II"); and (b) the UK's implementation of Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing UK
MiFID II, and in particular Chapter 3 of the Product Intervention
and Product Governance Sourcebook of the FCA (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in UK MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted
by UK MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors (such term to have the
same meaning as in the MiFID II 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 Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, finnCap will only procure investors
(pursuant to the Placing) who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of UK MiFID II;
or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who
have a contractual right or other legal obligations to forward a
copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety.
By participating in the Placing (such participation to be
confirmed in a recorded telephone conversation with the
Bookrunner), each Placee will be deemed to have read and understood
this Announcement, including these Terms and Conditions, in its
entirety, to be participating and acquiring Placing Shares on the
terms and conditions contained in this Announcement and to be
providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee irrevocably represents,
warrants, undertakes, agrees and acknowledges (amongst other
things) that:
o it is a Relevant Person and that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the
purposes of its business;
o in the case of any Placing Shares acquired by it within the
United Kingdom as a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, (i) the Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of finnCap
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in the United Kingdom
other than UK Qualified Investors, the offer of those Placing
Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons;
o in the case of any Placing Shares acquired by it within the
EEA as a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, (i) the Placing Shares
acquired by it in the Placing have not been acquired on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in any member state of the EEA or to which the EU
Prospectus Regulation otherwise applies other than EU Qualified
Investors or in circumstances in which the prior consent of finnCap
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in any member state
of the EEA other than EU Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons;
o it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in these
Terms and Conditions;
o it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in these Terms and
Conditions; and
o it (and any account referred to in paragraph 3 above) is
located outside the United States and is acquiring the Placing
Shares in offshore transactions as defined in and in accordance
with Regulation S under the Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the Financial Conduct Authority
("FCA") in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on
behalf of the Company on or prior to the date of this Announcement
(the "Publicly Available Information") and subject to any further
terms set forth in writing in any contract note sent to an
individual Placee.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement are exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of the
Bookrunner or the Company or any other person and none of the
Bookrunner, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall
have any liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement, including this Appendix, to be legal, tax, business
or other advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
The Bookrunner will has entered into a "Placing Agreement" with
the Company under which, on the terms and subject to the conditions
set out in the Placing Agreement, the Bookrunner, as agent for and
on behalf of the Company, has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares at the Issue
Price.
The Placing Shares will, when issued, be subject to the
memorandum and articles of association of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of such Ordinary Shares after the date of issue of the Placing
Shares.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM.
It is expected that Admission will take place on or around 8.00
a.m. on 7 May 2021 and that dealings in the Placing Shares on AIM
will commence at the same time.
Principal terms of the Placing
o The Bookrunner is acting as nominated adviser, financial
adviser and broker to the Placing as agent for and on behalf of the
Company.
o Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by the Bookrunner to
participate. The Bookrunner and any of its affiliates are entitled
to participate in the Placing as principal.
o The price per Placing Share (the "Issue Price" ) is fixed at
95 pence and is payable to the Bookrunner (as agent for the Company
on the Placing) by all Placees.
o Each Placee's allocation will be determined by the Bookrunner
in its discretion following consultation with the Company and will
be confirmed orally by the Bookrunner.
o Each Placee's commitment will be confirmed in and evidenced by
a recorded telephone call between representatives of the Bookrunner
and the relevant Placee (the " Recorded Call "). This Announcement,
including the terms and conditions set out in this Appendix, will
be deemed incorporated into the contract which is entered into on
the Recorded Call and will be legally binding on the relevant
Placee(s) on behalf of whom the commitment is made with effect from
the end of the Recorded Call and, except with the Bookrunner's
prior written consent, will not be capable of variation or
revocation after such time. Without prejudice to the foregoing, a
contract note recording each Placee's commitment will be sent to
them following the Recorded Call.
o From the end of the relevant Recorded Call, each Placee will
have an immediate, separate, irrevocable and binding obligation,
owed to the Bookrunner (as agent for the Company), to pay to it (or
as it may direct) in cleared funds an amount equal to the product
of the Issue Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to
that Placee.
o Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner 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.
o 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 acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under " Registration and settlement ".
o All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under " Conditions
of the Placing " and to the Placing not being terminated on the
basis referred to below under " Termination of the Placing ".
o By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
o To the fullest extent permissible by law and applicable FCA rules, neither:
-- the Bookrunner;
-- any of its affiliates, agents, advisers, directors, officers,
consultants or employees; nor
-- to the extent not contained within (a) or (b), any person
connected with the Bookrunner as defined in the FSMA ((b) and (c)
being together "affiliates" and individually an "affiliate" of the
Bookrunner),
shall have any liability (including to the extent permissible by
law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise. In particular,
neither the Bookrunner nor any of its affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of the Bookrunner's conduct of the
Placing or of such alternative method of effecting the Placing as
the Bookrunner and the Company may agree.
Registration and settlement
By participating in the Placing, each Placee will be deemed to
agree that it will do all things necessary to ensure that delivery
and payment is completed as directed by the Bookrunner in
accordance with either the standing CREST or certificated
settlement instructions which they have in place with the
Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB0009737155) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST
will be on a delivery versus payment basis ("DVP") unless otherwise
notified by the Bookrunner and is expected to occur on 7 May 2021
(the "Settlement Date"). However, in the event of any difficulties
or delays in the admission of the Placing Shares to CREST or the
use of CREST in relation to the Placing, the Company and the
Bookrunner may agree that the Placing Shares should be issued in
certificated form. The Bookrunner reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as it deems necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from
Placees on or before the due date in accordance with the
arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 3 percentage points above
prevailing base rate of Barclays Bank plc as determined by the
Bookrunner.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Bookrunner may sell any or all of their
Placing Shares on their behalf and retain from the proceeds, for
the Bookrunner's own 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 Issue Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise (if
any) upon the sale of its Placing Shares on its behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, any
relevant contract note is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares
are registered in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or
that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection
with the Placing.
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 obligations of the Bookrunner under the Placing Agreement
are, and the Placing is, conditional upon, inter alia:
-- the warranties contained in the Placing Agreement (
"Warranties" ) being true and accurate in all material respects and
not misleading when made on the date of the Placing Agreement and
at Admission by reference to the facts and circumstances subsisting
at that time;
-- the Subscription Agreement (i) not having been terminated or
rescinded before Admission and (ii) having become unconditional in
all respects save in respect of Admission and any condition in the
Subscription Agreement as to the Placing Agreement becoming
unconditional;
-- the Company having fully performed its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
-- the Bookrunner not having exercised its right to terminate the Placing Agreement;
-- no matter arising that might give rise to a claim under the indemnity; and
-- Admission having become effective at or around 8.00 a.m. on 7
May 2021 or such later time as the Bookrunner may agree with the
Company but in any event no later than 8.00 a.m. on 21 May 2021
(the " Long Stop Date ");
(all conditions to the obligations of the Bookrunner included in
the Placing Agreement being together, the "conditions").
If any of the conditions is not fulfilled or, where permitted,
waived in accordance with the Placing Agreement within the stated
time periods (or such later time and/or date as the Company and the
Bookrunner may agree), or the Placing Agreement is terminated in
accordance with its terms, the Placing will lapse and the Placee's
rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
The Bookrunner may, in its absolute discretion and upon such
terms as it thinks fit, waive fulfilment of all or any of the
conditions in the Placing Agreement in whole or in part, or extend
the time provided for fulfilment of one or more conditions, save
that certain conditions including the condition relating to
Admission referred to in paragraph (f) above may not be waived. Any
such extension or waiver will not affect Placees' commitments as
set out in these Terms and Conditions.
The Bookrunner may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither the Bookrunner nor any of its affiliates, agents,
advisers, directors, officers or employees nor the Company shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision any of them 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 any of them 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
Bookrunner.
Termination of the Placing
The Bookrunner may, in its absolute discretion, by notice to the
Company, terminate the Placing Agreement at any time up to
Admission if, inter alia:
-- any statement contained in any document or announcement
issued or published by or on behalf of the Company in connection
with the Placing ( "Placing Documents" ) has become untrue or
inaccurate in any material respect or misleading or any matter has
arisen which would, if the Placing Documents were issued at that
time, constitute a material omission from the Placing Documents or
any of them or would otherwise render it untrue in any material
respect or misleading;
-- any of the Warranties was untrue or inaccurate in any
material respect or misleading when made and/or that any of the
Warranties has ceased to be true or accurate in any material
respect or has become misleading at any time prior to Admission, in
each case by reference to the facts and circumstances subsisting at
that time;
-- the Company is in breach of any provision of the Placing
Agreement or otherwise fails to fully perform its obligations under
the Placing Agreement;
-- there has been a breach by any party of any of its
undertakings, warranties, covenants or obligations under the
Subscription Agreement;
-- the Subscription Agreement is terminated or rescinded; or
-- there occurs a material adverse change in or an event having
a serious adverse effect on the operations, properties, condition
(financial or other), trading position or prospects or results of
operations or general affairs of the Company (and its subsidiaries)
taken as a whole such that in the reasonable opinion of the
Bookrunner (acting in good faith) the Placing Shares cannot be
placed successfully.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and the Bookrunner that the exercise by the Company or the
Bookrunner of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or the Bookrunner or for agreement
between the Company and the Bookrunner (as the case may be) and
that neither the Company nor the Bookrunner need make any reference
to such Placee and that none of the Company, the Bookrunner nor any
of their respective affiliates, agents, advisers, directors,
officers or employees shall have any liability to such Placee (or
to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it at
any time after the end of the Recorded Call confirming the relevant
Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges,
confirms and agrees (for itself and for any such prospective
Placee) that (save where the Bookrunner expressly agrees in writing
to the contrary):
o it has read and understood this Announcement, including this
Appendix, in its entirety and that its acquisition of the Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this Announcement and the Publicly
Available Information;
o no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
o the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the
Market Abuse Regulation (EU Regulation No. 596/2014 as it forms
part of UK law as retained EU law as defined in, and by virtue of,
the European Union (Withdrawal) Act 2018 ( "UK MAR" )), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
o it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial position
and other aspects of the Company in accepting a participation in
the Placing and neither the Bookrunner nor the Company nor any of
their respective affiliates, agents, advisers, directors, officers
or employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the
information in the Announcement or the Publicly Available
Information; nor has it requested the Bookrunner, the Company, any
of their respective affiliates, agents, advisers, directors,
employees or officers or any person acting on behalf of any of them
to provide it with any such information;
o neither the Bookrunner nor any person acting on behalf of it
nor any of its affiliates, agents, directors, officers or employees
has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for any fraudulent misrepresentation made by that
person;
o
-- the only information on which it is entitled to rely on and
on which it has relied in committing to acquire the Placing Shares
is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and it
has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on this Announcement and the
Publicly Available Information;
-- neither the Bookrunner nor any of their respective
affiliates, agents, directors, officers or employees have made any
representation or warranty to it, express or implied, with respect
to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly
Available Information;
-- it has conducted its own investigation of the Company, the
Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for
the purposes of its decision to participate in the Placing; and
-- it has not relied on any investigation that the Bookrunner or
any person acting on its behalf may have conducted with respect to
the Company, the Placing or the Placing Shares;
o the content of this Announcement and the other Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither the Bookrunner nor
any persons acting on its behalf is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the other Publicly Available Information nor will they be liable
for any Placee's decision to participate in the Placing based on
any information, representation, warranty or statement contained in
this Announcement, the other Publicly Available Information or
otherwise. Nothing in these Terms and Conditions shall exclude any
liability of any person for fraudulent misrepresentation;
o it has the funds available to pay for the Placing Shares which
it has agreed to acquire and acknowledges and agrees that it will
pay the total subscription amount in accordance with this
Announcement, including this Appendix, by the due time and date set
out herein, failing which the relevant Placing Shares may be placed
with other Placees or sold at such price as the Bookrunner
determines;
o it and/or each person on whose behalf it is participating:
-- is entitled to acquire Placing Shares pursuant to the Placing
under the laws and regulations of all relevant jurisdictions;
-- has fully observed such laws and regulations;
-- has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
-- has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement, including
this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply
with all applicable laws and regulations with respect to its
acquisition of Placing Shares;
o it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, the Republic of South Africa or Japan, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified under the securities
legislation of Australia, Canada, the Republic of South Africa or
Japan and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;
o it and the person(s), if any, for whose account and benefit it
is subscribing for Placing Shares is, and at the time the Placing
Shares are acquired will be, located outside the United States and
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act;
o it understands that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, transferred or
delivered, directly or indirectly, in or into the United States
except pursuant to an effective registration under the Securities
Act, or pursuant to an exemption from the registration requirements
of the Securities Act and, in each case, in accordance with
applicable state securities laws; the Placing Shares will not be
offered to the public in the United States and no representation is
being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
o it and the person(s), if any, for whose account and benefit it
is subscribing for the Placing Shares is not acquiring the Placing
Shares with a view to, or for offer or sale in connection with, any
distribution thereof (within the meaning of the Securities Act)
that would be in violation of the securities laws of the United
States or any state thereof;
o it is not acquiring the Placing Shares as a result of any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
o it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any
part of it, or any other presentational or other materials
concerning the Placing in or into or from 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;
o none of the Bookrunner, its affiliates and any person acting
on behalf of any of them is making any recommendations to it or
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing and that participation in
the Placing is on the basis that it is not and will not be a client
of the Bookrunner and that the Bookrunner has no duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
o it will make payment to the Bookrunner for the Placing Shares
allocated to it in accordance with these Terms and Conditions on or
by 7 May 2021 (or if later the date of Admission (provided that the
date of Admission is no later than the Long Stop Date) as notified
to it by the Bookrunner), failing which the relevant Placing Shares
may be placed with others on such terms as the Bookrunner
determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement, including
this Appendix) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
o its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Bookrunner 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;
o no action has been or will be taken by any of the Company, the
Bookrunner or any person acting on behalf of the Company or the
Bookrunner 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;
o the person who it specifies for registration as holder of the Placing Shares will be:
-- the Placee; or
-- a nominee of the Placee, as the case may be.
o the Bookrunner and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares
pursuant to the Placing and agrees to indemnify the Company and the
Bookrunner in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of the Bookrunner
or transferred to a CREST stock account of the Bookrunner who will
hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;
o the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
o if it is within the United Kingdom, it and any person acting
on its behalf (if within the United Kingdom) falls within Article
19(5) and/or 49(2) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
o it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or in the EEA
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the FSMA or an offer to the public in the UK or
any member state of the EEA within the meaning of the UK Prospectus
Regulation and the EU Prospectus Regulation;
o if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a
UK Qualified Investor or is a person to whom this Announcement may
otherwise be lawfully communicated;
o any offer of Placing Shares may only be directed at persons in
member states of the EEA who are EU Qualified Investors and
represents and agrees that, in the EEA, it is such an EU Qualified
Investor;
o if within the United Kingdom it is a financial intermediary,
as that term is used in Article 5(1) of the UK Prospectus
Regulation, the Placing Shares subscribed for by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in the United Kingdom or to which the UK Prospectus
Regulation otherwise applies other than to UK Qualified Investors,
or in circumstances in which the prior consent of finnCap has been
given to the proposed offer or resale;
o if within the EEA it is a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation, the
Placing Shares subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
member state of the EEA or to which the EU Prospectus Regulation
otherwise applies other than to EU Qualified Investors, or in
circumstances in which the prior consent of finnCap has been given
to the proposed offer or resale;
o it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
o it has complied and it will comply with all applicable laws in
any jurisdiction with respect to anything done by it or on its
behalf in relation to the Placing Shares (including all relevant
provisions of the FSMA in respect of anything done in, from or
otherwise involving the United Kingdom);
o if it has received any inside information (for the purposes of
UK MAR and/or section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
-- dealt (or attempted to deal) in the securities of the Company;
-- encouraged, recommended or induced another person to deal in
the securities of the Company; or
-- unlawfully disclosed such information to any person, prior to
the information being made publicly available;
o neither the Bookrunner, the Company nor any of their
respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of the Bookrunner or its
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of any of the Bookrunner's rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
o the Bookrunner and its affiliates, acting as an investor for
its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement,
including in this Appendix, to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as
including any offer to, or subscription, acquisition or dealing by,
the Bookrunner and/or any of its affiliates acting as an investor
for its or their own account(s). Neither the Bookrunner nor the
Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or
regulatory obligation to do so;
o it:
-- has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017;
-- is not a person:
o with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury;
o named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or
o subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law,
(all such statutes, rules and regulations referred to in this
paragraph 3 2 together, the "Regulations") and if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Bookrunner such evidence, if any, as to the
identity or location or legal status of any person which it may
request from it in connection with the Placing (for the purpose of
complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or
otherwise) in the form and manner requested by the Bookrunner on
the basis that any failure by it to do so may result in the number
of Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
the Bookrunner may decide at its sole discretion;
o in order to ensure compliance with the Regulations, the
Bookrunner (for itself and as agent on behalf of the Company) or
the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence
of identity, definitive certificates in respect of the Placing
Shares may be retained at the Bookrunner's absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at the Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity the Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either the Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of
the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
o it acknowledges that its commitment to acquire Placing Shares
on the terms and conditions set out in this Announcement will
continue notwithstanding any amendment that may in future be made
to this Announcement 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 Bookrunner's conduct of the
Placing;
o it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
o it irrevocably appoints any duly authorised officer of the
Bookrunner as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares which it agrees to acquire upon the these Terms and
Conditions;
o the Company, the Bookrunner and others (including each of
their respective affiliates, agents, advisers, directors, officers
and employees) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements, which are given to the Bookrunner on its own behalf and
on behalf of the Company and are irrevocable;
o it is acting as principal only in respect of the Placing or,
if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and
it has full power and authority to make, and does make, the
foregoing representations, warranties, acknowledgements, agreements
and undertakings on behalf of each such accounts;
o time is of the essence as regards its obligations under these Terms and Conditions;
o 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 Bookrunner;
o the Placing Shares will be issued subject to this Announcement, including this Appendix; and
o this Announcement, including this Appendix and all documents
into which this Announcement, including this Appendix, is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire Placing Shares pursuant to the
Placing will be governed by and construed in accordance with
English law and it submits to the exclusive jurisdiction of the
English courts in relation to any claim, dispute (contractual or
otherwise) or matter arising out of or in connection with such
contract except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
interest chargeable thereon) may be taken by the Company or the
Bookrunner 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Bookrunner and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Announcement, including this Appendix, or
incurred by the Bookrunner, the Company or each of their respective
affiliates, agents, directors, officers or employees arising from
the performance of the Placee's obligations as set out in this
Announcement, including this Appendix, and further agrees that the
provisions of this Announcement, including this Appendix, shall
survive after the completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Bookrunner shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Bookrunner accordingly. In addition, Placees should note that they
will be liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties
relating thereto) payable outside the United Kingdom by them or any
other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each
Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp,
registration, documentary, transfer or similar taxes or duties
undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Bookrunner
in the event that either the Company and/or the Bookrunner have
incurred any such liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Announcement, including this
Appendix, are given to the Bookrunner for itself and on behalf of
the Company and are irrevocable.
finnCap is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and finnCap will not be responsible
to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this Announcement, including this Appendix.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings, acknowledgements, agreements or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Bookrunner may (at its absolute
discretion) satisfy its obligations to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with the
Bookrunner on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
the FSMA. Each 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
Bookrunner's money in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
In this Announcement, including this Appendix, any words
following the terms "including", "include", "in particular", "for
example" or any similar expression shall be construed as
illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement, including this
Appendix, may be subject to amendment. Placees will be notified of
any changes.
No statement in this Announcement, including this Appendix, is
intended to be a profit forecast or estimate, and no statement in
this Announcement, including this Appendix, should be interpreted
to mean that earnings per share of the Company for the current or
future financial years would necessarily match or exceed the
historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement, including this
Appendix.
DEFINITIONS
The following definitions apply to this Announcement, including
this Appendix:
Admission admission of the Placing Shares
and the Subscription Shares
to trading on AIM becoming effective
within the meaning of Rule 6
of the AIM Rules for Companies
issued by London Stock Exchange
AIM AIM, a market operated by the
London Stock Exchange
Bookrunner finnCap Ltd registered in England
and Wales under number 06198898
whose registered office is at
60 New Broad Street, London
EC2M 1JJ (together with its
affiliates)
Company PCI-PAL PLC registered in England
and Wales under number 03869545
whose registered office is at
7 Gamma Terrace, Ransomes Europark,
Ipswich, Suffolk IP3 9FF
CREST the computerised settlement
system to facilitate transfer
of the title to an interest
in securities in uncertificated
form operated by Euroclear UK
& Ireland
Euroclear UK & Ireland Euroclear UK & Ireland Limited
Issue Price 95 pence per Placing Share
London Stock Exchange London Stock Exchange plc
Ordinary Shares ordinary shares of GBP0.01 each
in the capital of the Company
Placees persons who agree to subscribe
for Placing Shares at the Issue
Price
Placing the conditional placing of the
Placing Shares by the Bookrunner
on behalf of the Company at
the Issue Price, in accordance
with the Placing Agreement
Placing Agreement the conditional placing agreement
relating to the Placing of the
Placing Shares between the Company
and the Bookrunner
Placing Shares up to 5,139,473 new Ordinary
Shares to be issued in connection
with the Placing
Regulation S Regulation S under the Securities
Act
Securities Act the U.S. Securities Act of 1933,
as amended
Shareholders holders of Ordinary Shares
Subscriber Burgundy Asset Management Ltd
Subscription the subscription for the Subscription
Shares by Subscriber pursuant
to the terms of the Subscription
Agreement
Subscription Agreement the agreement entered into by
the Company and the Subscriber
in connection with the Subscription
Subscription Shares the 650,000 new Ordinary Shares
to be issued to the Subscriber
pursuant to the terms of the
Subscription Agreement
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END
IOEDKKBDPBKKFQN
(END) Dow Jones Newswires
April 30, 2021 02:00 ET (06:00 GMT)
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