TIDMSAG
RNS Number : 9865K
Science Group PLC
07 September 2021
7 September 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Science Group plc
("Science Group" or the "Company")
Proposed equity placing to raise up to c.GBP18.5 million
and proposed director dealing
Highlights
-- Science Group (AIM:SAG) announces its intention to carry-out
a non-pre-emptive placing (the "Placing") from new and existing
shareholders through the issue and allotment of up to 4,123,839 new
Ordinary Shares (the "Placing Shares") to raise gross proceeds for
the Company of up to c.GBP18.5m at a price of 450 pence per Placing
Share (the "Placing Price").
-- The Placing Shares are being offered by way of an accelerated
bookbuild process (the "Bookbuild"), which will be launched
immediately following this announcement. Stifel Nicolaus Europe
Limited ("Stifel") and Liberum Capital Limited ("Liberum") will be
acting as joint bookrunners. The Placing is subject to the terms
and conditions set out in the Appendix to this announcement (which
forms part of this announcement, such announcement and its Appendix
together being this "Announcement").
-- The net proceeds of the Placing will be used to:
o back fund the Company's recent purchases of shares in TP Group
plc;
o strengthen the Company's balance sheet for future M&A as
is consistent with its strategy as set out in its strategic review
(24 January 2019)
Expected timetable
Announcement of the Placing 7 September 2021
Announcement of the closing of By 12:30 pm on 7 September 2021
the Placing
Admission of the Placing Shares 10 September 2021
to trading on AIM
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (as brought into UK domestic
law through the European Union (Withdrawal) Act 2018 (as amended))
("MAR"). In addition, market soundings (as defined in MAR) were
taken in respect of the Placing with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Martyn Ratcliffe,
Executive Chairman.
Science Group plc
Tel: +44 (0) 1223 875 200
Martyn Ratcliffe, Chairman
www.sciencegroup.com
Stifel Nicolaus Europe Limited (Financial Adviser, Tel: +44 (0)
20 7710 7600
Nominated Adviser and Joint Broker)
Nick Adams, Alex Price, Richard Short
Liberum Capital Limited (Joint Broker)
Tel: +44 (0) 20 3100 2000
Neil Patel, Cameron Duncan
MHP Communications (PR Adviser to Science Group ) Tel: +44 (
0)20 3128 8793
Reg Hoare
Current trading
The Company released its results for the six month period ended
30 June 2021 on 26 July 2021. Trading remains in line with the
Board's expectations as set out in that announcement.
Details of the Placing
Stifel and Liberum (the "Joint Bookrunners") are acting as joint
bookrunners in connection with the Placing. The Placing is not
being underwritten.
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement.
The Bookbuild will commence immediately following the release of
this Announcement in respect of the Placing. The price at which the
Placing Shares are to be placed is the Placing Price. The Placing
is not conditional on shareholder approval.
The Placing Price of 450 pence per Placing Share equates to a
premium of approximately 4.3 per cent. to the mid-market closing
price of an Existing Ordinary Share on 6 September 2021, being the
last practicable date prior to the date of this Announcement.
The book will open with immediate effect following this
Announcement. The timing of the closing of the book and allocations
are at the absolute discretion of the Joint Bookrunners and the
Company. Details of the number of Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
Existing Ordinary Shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
An application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM ("Admission").
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 10 September 2021.
The Placing is conditional, amongst other things, upon:
(a) the placing agreement between the Company and the Joint
Bookrunners (the "Placing Agreement") becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to Admission; and
(b) Admission becoming effective no later than 8.00 a.m. on 10
September 2021 or such later time/and/or date (being no later than
8.00a.m. on 24 September 2021 as the Joint Bookrunners and the
Company may agree.
If any of the Conditions are not satisfied, the Placing Shares
will not be issued and all monies received from Placees (at their
risk and without interest) will be returned to them as soon as
possible. The Placing Agreement contains warranties from the
Company in favour of the Joint Bookrunners in relation to (amongst
other things) the Company and its business. In addition, the
Company has agreed to indemnify the Joint Bookrunners and their
respective affiliated entities, persons and agents in relation to
certain liabilities they may incur in undertaking the Placing. The
Joint Bookrunners have the right to terminate the Placing Agreement
in certain limited circumstances prior to Admission; in particular,
either of the Joint Bookrunners may terminate in the event that
there has been a breach of any of the warranties (which the Joint
Bookrunners consider to be material in the context of the Placing
and/or Admission) or a Material Adverse Change (as defined in the
Placing Agreement).
Effect of the Placing
Upon completion of the Placing and assuming issue in full, the
Placing Shares are expected to represent approximately 8.93 per
cent. of the Enlarged Share Capital.
Proposed Director Dealing and exercise of share options
Science Group announces that it has been notified by Martyn
Ratcliffe, Executive Chairman of the Company of his intention to
sell up to 2,000,000 of Ordinary Shares in the Company (the "Sale
Shares") at a price of 450 pence per Sale Share (the "Sale").
The Sale Shares represent approximately 4.33% of the Company's
Enlarged Share Capital. Assuming all the Sale Shares are sold, and
following the issue and allotment of the Placing Shares in full,
Martyn Ratcliffe is expected to have an interest in approximately
20.37% of the Enlarged Share Capital of the Company.
The proposed sale of shares by Martyn Ratcliffe is to satisfy
institutional demand and, as such, the Board (excluding Mr
Ratcliffe) considers it to be in the best interests of shareholders
to waive the unexpired term of the 12 month lock-in undertaking
given by Mr Ratcliffe on 30 September 2021. In return, Mr Ratcliffe
has undertaken that he will not dispose of any further Ordinary
Shares for a period of 12 months after completion of the Sale
(subject to customary exceptions including consent by the Company's
nominated adviser).
The Company is not a party to the Sale and will not receive any
proceeds from the Sale.
Science Group also announces that it has received exercise
notices in respect of options over 430,334 Ordinary Shares to
certain employees of the Company. These options will be issued
through the transfer of treasury shares. Of these options, it is
expected that up to 386,334 ordinary shares will be sold alongside
the Sale.
IMPORTANT NOTICES
Stifel is acting as nominated adviser and joint bookrunner and
Liberum is acting as joint bookrunner to the Placing, as agent for
and on behalf of the Company. Stifel and Liberum are regulated in
the United Kingdom by the FCA and are acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
respective customers of Stifel and Liberum for providing advice in
relation to the matters described in this Announcement or any
matter, transaction or arrangement referred to in it. The
responsibilities of Stifel, as nominated adviser under the AIM
Rules for Nominated Advisers, are owed solely to London Stock
Exchange and are not owed to the Company or any director of the
Company or to any other person in respect of their decision to
subscribe for or purchase the Placing Shares.
Forward--looking statements
Some of the statements in this Announcement include forward
looking statements which re ect the Directors' current views with
respect to nancial performance, business strategy, plans and
objectives of management for future operations (including
development plans relating to the Group's products and services).
These statements include forward looking statements both with
respect to the Group and with respect to the sectors and industries
in which the Group operates. Statements which include the words
"expects", "intends", "plans", believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" and similar statements are of a forward looking
nature.
By their nature, forward--looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore
are based on current beliefs and expectations about future events.
Forward--looking statements are not guarantees of future
performance and the Group's actual operating results and nancial
condition, and the development of the industry in which it operates
may di er materially from those made in or suggested by the
forward--looking statements contained in this announcement. In
addition, even if the Group's operating results, nancial condition
and liquidity, and the development of the industry in which the
Group operates are consistent with the forward looking statements
contained in this Announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
Accordingly, prospective investors should not rely on these
forward--looking statements.
These forward looking statements speak only as of the date of
this Announcement. The Company undertakes no obligation to publicly
update or review any forward looking statement, whether as a result
of new information, future developments or otherwise, unless
required to do so by applicable law or the AIM Rules for Companies.
All subsequent written and oral forward looking statements
attributable to the Group or individuals acting on behalf of the
Group are expressly quali ed in their entirety by this paragraph.
Prospective investors should speci cally consider the factors
identi ed in this announcement which could cause actual results to
di er from those indicated or suggested by the forward looking
statements in this announcement before making an investment
decision.
Important information
Neither this Announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States. Neither
this Announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, the Republic of
South Africa, New Zealand, Japan or to any persons in any of those
jurisdictions, except in compliance with applicable securities
laws. Any failure to comply with this restriction may constitute a
violation of United States, Australian, Canadian, South African,
New Zealand or Japanese securities laws or the securities laws of
any other jurisdiction (other than the United Kingdom). The
distribution of this Announcement in other jurisdictions may be
restricted by law and persons into whose possession this
Announcement comes should inform themselves about, and observe any
such restrictions. This Announcement does not constitute or form
part of any o er or invitation to sell or issue, or any
solicitation of any o er to purchase or subscribe for securities in
the United States, Australia, Canada, the Republic of South Africa,
New Zealand, Japan or in any jurisdiction to whom or in which such
o er or solicitation is unlawful.
There is no intention to register any portion of the Placing in
the United States or to conduct any public offering of securities
in the United States or elsewhere. All offers of Placing Shares
will be made pursuant to an exemption under Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 (the "EU Prospectus Regulation") from the requirement to
produce a prospectus. This Announcement is being distributed to
persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out in
the Appendix are for information purposes only and are directed
only at: (a) persons in Member States of the European Economic Area
who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation ("Qualified Investors"); and (b) in
the United Kingdom, persons who are qualified investors within the
meaning of the EU Prospectus Regulation as it forms past of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(as amended) who (i) have professional experience in matters
relating to investments falling within the definition of
"investments professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article
49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) persons to whom it may
otherwise be lawfully communicated; (all such persons together
being referred to as "Relevant Persons"). This Announcement and the
Appendix must not be acted on or relied on by persons who are not
Relevant Persons.
The securities to which this Announcement relates have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any regulatory authority or
under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be o ered or sold
within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
compliance with applicable state laws. There will be no public o er
of the securities in the United States. The securities have not
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed
offering of the securities, or the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence
in the United States. There will be no public offer of securities
in the United States. Hedging transactions in securities may not be
conducted unless in compliance with the Securities Act.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, the Republic
of South Africa, New Zealand or Japan and, subject to certain
exceptions, may not be o ered or sold within Australia, Canada, the
Republic of South Africa, New Zealand or Japan or to any national,
resident or citizen of Australia, Canada, the Republic of South
Africa, New Zealand or Japan.
No representation or warranty, express or implied, is made by
the Company or Stifel as to any of the contents of this
Announcement, including its accuracy, completeness or for any other
statement made or purported to be made by it or on behalf of it,
the Company, the Directors or any other person, in connection with
the Placing and Admission, and nothing in this announcement shall
be relied upon as a promise or representation in this respect,
whether as to the past or the future (without limiting the
statutory rights of any person to whom this announcement is
issued). Stifel does not accept any liability whatsoever for the
accuracy of any information or opinions contained in this
Announcement or for the omission of any material information from
this Announcement for which the Company and the Directors are
solely responsible.
Appendix
Terms and Conditions of the Placing
APPIX
TERMS AND CONDITIONS OF PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THIS APPIX) COMES ARE
REQUIRED BY THE COMPANY AND THE BANKS TO INFORM THEMSELVES ABOUT
AND TO OBSERVE ANY SUCH RESTRICTIONS.
IN PARTICULAR THE PLACING SHARES REFERRED TO IN THIS
ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED (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 OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION
UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR AS PART
OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
UNDER THE SECURITIES ACT AND IN EACH CASE, IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER
TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER OR INVITATION TO BUY
OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY
JURISDICTION INCLUDING, WITHOUT LIMITATION, THE RESTRICTED
JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS OR MAY BE UNLAWFUL. NO COPY OR PART OF THIS
ANNOUNCEMENT OR THE INFORMATION CONTAINED IN IT MAY BE PUBLISHED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO PERSONS IN A RESTRICTED
JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE
RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION.
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; AND THE PLACING SHARES HAVE
NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR
TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC
OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN
EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE
OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING .
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF PROSPECTUS REGULATION (EU) 2017/1129,
AS AMED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO
ARE QUALIFIED INVESTORS WITH THE MEANING OF PROSPECTUS REGULATION
(EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS
REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE
"QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE,
TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO
(EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON
THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES .
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 ("UK
MiFID 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, Stifel and Liberum 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 individuals, funds or otherwise) who are
invited and who choose to participate in the Placing, by making an
oral or written offer to subscribe for Placing Shares will be
deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; (ii) to be making such
offer on the terms and conditions contained in this Appendix; and
(iii) 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
contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges to the Company and Stifel and
Liberum that:
1 it is a Relevant Person (as defined above) and undertakes that
it will subscribe for, acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
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 any
Member State of the European Economic Area which has implemented
the EU Prospectus Regulation other than Qualified Investors or in
circumstances in which the prior consent of Stifel and Liberum 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 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;
3 except as otherwise permitted by Stifel and Liberum, it is
acquiring the Placing Shares in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities Act
("Regulation S");
4 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement
(including this Appendix); and
5 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix.
The Company and Stifel and Liberum will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
Capitalised terms used in this Appendix shall bear the same
meaning as those defined terms used in the Announcement, unless
otherwise defined herein.
Details of the Placing
Stifel and Liberum have today entered into the placing agreement
with the Company ("Placing Agreement"), under which each of Stifel
and Liberum have agreed, as agents for the Company, to use their
reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price on the terms and subject to the conditions set
out therein.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects and not terminated.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued ordinary shares in the capital of
the Company ("Ordinary Shares"), including the right to receive
dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM ("Admission").
Admission is conditional upon, amongst other things, the conditions
of the Placing Agreement being satisfied and the Placing Agreement
not having been terminated in accordance with its terms. It is
expected that Admission will become effective and that dealings in
the Placing Shares will commence on AIM at 8.00 a.m. on 10
September 2021.
Participation in, and principal terms of, the Placing
Stifel and Liberum (in each case, whether through itself or any
of its affiliates) are arranging the Placing as joint bookrunners
to the Company and have agreed to use their reasonable endeavours
to procure Placees at the Placing Price for the Placing Shares.
Participation in the Placing will only be available to Placees who
may lawfully be, and are, invited to participate by Stifel and/or
Liberum.
The number of Placing Shares to be issued will be agreed between
the Bookrunners and the Company following completion of a
bookbuilding exercise by the Bookrunners (the "Bookbuild"). The
results of the Bookbuild will be recorded in the Placing results
announcement, which will be released via a Regulatory Information
Service following the completion of the Bookbuild.
Placees wishing to participate in the Bookbuild are required to
communicate their bid by telephone to their usual contact at Stifel
or Liberum stating the number of Placing Shares which the
prospective Placee wishes to acquire at the Placing Price.
The Bookrunners will determine in their absolute discretion the
extent of each Placee's participation in the Placing, which will
not necessarily be the same for each Placee and this will be
confirmed orally or in writing by Stifel or Liberum (as applicable)
as agent of the Company ("Confirmation"). A form of confirmation
will be dispatched as soon as possible thereafter. No element of
the Placing will be underwritten. The Confirmation will constitute
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms
and conditions set out in this Appendix (a copy of the terms and
conditions having been provided to the Placee prior to or at the
same time as such oral or written confirmation) and in accordance
with the Company's articles of association. For the avoidance of
doubt, the Confirmation constitutes each Placee's irrevocable
legally binding agreement, subject to the Placing Agreement not
having been terminated, to pay the aggregate settlement amount for
the Placing Shares to be subscribed for by that Placee regardless
of the total number of Placing Shares (if any) subscribed for by
any other investor(s).
The Bookrunners reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. The Bookrunners also reserve
the right not to accept offers for Placing Shares or to accept such
offers in part rather than in whole.
The timing of the closing of the Bookbuild and allocations are
at the discretion of the Company and the Bookrunners. The Company
reserves the right to reduce or seek to increase the amount to be
raised pursuant to the Placing in its discretion.
Each Placee will be required to pay to Stifel or Liberum (as
applicable), on the Company's behalf, the Placing Price for each
Placing Share agreed to be acquired by it under the Placing in
accordance with the terms set out herein. Each Placee's obligation
to acquire and pay for Placing Shares under the Placing will be
owed to Stifel or Liberum (as applicable) and the Company. Each
Placee has an immediate, irrevocable and binding obligation, owed
to Stifel or Liberum (as applicable), to pay in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for. By
participating in the Placing, each Placee will be deemed: (i) to
have read and understood the Announcement and this Appendix in
their entirety; (ii) to be participating in the Placing upon the
terms and conditions contained in this Appendix; and (iii) to be
providing the representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in
this Appendix. To the fullest extent permitted by law and the
applicable FCA rules (the "FCA Rules"), neither (i) the
Bookrunners, (ii) any of their respective directors, partners,
officers, employees or consultants, nor (iii) to the extent not
contained within (i) or (ii), any person connected with the
Bookrunners as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have
any liability to Placees or to any person other than the Company in
respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
subscribed for and acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under 'Registration and Settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing Agreement not being terminated on the basis
referred to below under 'Termination of the Placing Agreement'. In
the event that the Placing Agreement does not otherwise become
unconditional in any respect or is terminated, the Placing will not
proceed and all funds delivered by the Placee to the Bookrunners in
respect of the Placee's participation will be returned to the
Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
Notwithstanding anything to the contrary in this Announcement or
the representations where the Placee is acting in its capacity as
agent, as a discretionary investment manager on behalf of its
underlying clients (who may include individuals and/or retail
clients as defined within MiFID II and/or the FCA Rules), then the
discretionary investment manager shall be regarded as the Placee
for the purpose of this Announcement and not the underlying client.
For the avoidance of doubt, the representations and warranties are
given by the Placee itself, and not the underlying client(s).
To the fullest extent permissible by law, neither the Company
nor the Bookrunners nor any of their affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Stifel nor
Liberum nor any of their affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Bookrunners and the Company
may agree.
Conditions of the Placing
The obligations of the Bookrunners under the Placing Agreement
in respect of the Placing Shares are conditional on, amongst other
things:
(a) the compliance by the Company with all of its obligations
under the Placing Agreement to the extent that they are required to
be performed on or prior to Admission of the Placing Shares;
and
(b) Admission having occurred not later than 8.00 a.m. on 10
September 2021 or such later date as the Company and the
Bookrunners may agree, being not later than 8.00 a.m. on 24
September 2021.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Bookrunners by the respective time or date where specified,
(ii) any of such conditions becomes incapable of being fulfilled or
(iii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will not proceed and the Placee's
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 the Placee in respect thereof.
The Bookrunners, at their discretion and upon such terms as it
thinks fit, may waive compliance by the Company with the whole or
any part of certain of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement (including this Appendix).
Neither the Bookrunners, the Company nor any other person shall
have any liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend
the time and/or the date for the satisfaction of any condition to
the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Bookrunners.
Termination of the Placing Agreement
The Bookrunners are entitled, at any time before Admission, to
terminate the Placing Agreement in relation to their obligations in
respect of the Placing Shares by giving notice to the Company if,
amongst other things:
(a) any of the warranties contained in the Placing Agreement and
given by the Company for the benefit of the Bookrunners is or
becomes (by reference to the facts, matters or circumstances then
subsisting) untrue, inaccurate or misleading;
(b) there has been a breach by the Company of any of its
obligations under the Placing Agreement which the Bookrunners
consider, in their opinion, acting in good faith, to be material in
the context of the Placing and/or Admission; or
(c) in the opinion of the Bookrunners there shall have been a Material Adverse Change.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Bookrunners of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunners and that the Bookrunners need not make any
reference to Placees and that the Bookrunners shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Bookrunners or any other person and neither the
Bookrunners nor the Company nor any other person will be liable for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the
Placees may have obtained or received. 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. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if, in the opinion
of the Bookrunners, delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by either Bookrunner.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Stifel or Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in this Appendix and subject to the Company's articles
of association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a form of confirmation
in accordance with the standing arrangements in place with the
relevant Bookrunner, stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to Stifel or Liberum (as applicable) and settlement
instructions.
The Company will deliver the Placing Shares to the CREST account
operated by the relevant Bookrunner as agent for the Company and
the relevant Bookrunner will enter their delivery (DEL) instruction
into the CREST system. 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.
It is expected that settlement in respect of the Placing Shares
will take place on 10 September 2021 on a delivery versus payment
basis.
Subject to the conditions set out above, payment in respect of
the Placees' allocation is due as set out below. Each Placee agrees
that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the
relevant Bookrunner. Each Placee should provide its settlement
details in order to enable instructions to be successfully matched
in CREST. The relevant settlement details for the Placing Shares
are as follows:
CREST Participant ID of Stifel: 601 (member account: WDCLT)
CREST Participant ID of Liberum: 7BUAG
Expected Trade Date: 7 September 2021
Expected Settlement Date: 10 September 2021
ISIN code for the Placing Shares: GB00B39GTJ17
Deadline for Placee to input instructions into CREST: 12 p.m. on 9 September 2021
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 Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company 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 may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. 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) acknowledges, undertakes,
understands, represents, warrants and agrees (as the case may be)
that:
1 it has read this Announcement, including the Appendix, in its
entirety and that its acquisition of Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or
duplicate this Announcement;
2 it has received this Announcement solely for its use and has
not redistributed or duplicated it and will not distribute,
forward, transfer or otherwise transmit this Announcement or any
part thereof to any person;
3 no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and
represents and warrants that it has not received a prospectus,
admission document or other offering document in connection with
the Placing or the Placing Shares;
4 its participation in the Placing shall also be subject to the
provisions of the Placing Agreement and the Company's articles of
association;
5 the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM (collectively, the " Exchange Information "), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such Exchange 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;
6 neither of the Bookrunners, nor the Company nor any of their
respective affiliates or any person acting on behalf of any of them
has provided, nor will they provide, it with any material regarding
the Placing Shares or the Company other than this Announcement; nor
has it requested any of the Bookrunners, the Company, any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
7 the content of this Announcement is exclusively the
responsibility of the Company and that neither the Bookrunners, nor
any person acting on their behalf has or shall have any liability
for any information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the
Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any
other information given or representations, warranties or
statements made by the Bookrunners or the Company or their
respective affiliates and neither the Bookrunners nor the Company
nor their respective affiliates will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
8 to the extent it has received any inside information (for the
purposes of the Market Abuse Regulation (EU Regulation No.
596/2014) as brought into UK domestic law through the European
Union (Withdrawal) Act 2018 (as amended by the European Union
(Withdrawal Agreement) Act 2020)) and various secondary
implementing regulations, with effect from 1 January 2021 ("UK MAR
")) and section 56 of the Criminal Justice Act 1993) in relation to
the Company and its securities, it has not: (a) dealt (or attempted
to deal) in the securities of the Company; (b) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (c) unlawfully disclosed inside information to any
person, prior to the information being made publicly available;
9 neither the Bookrunners nor any person acting on their behalf
nor any of their respective affiliates has or shall have any
liability for any publicly available or filed information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10 it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR and 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 (the " Regulations ")
and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA and, if 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;
11 if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation (including any
relevant implementing measure in any member state) 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 European Economic Area which has implemented the EU
Prospectus Regulation other than to qualified investors, or in
circumstances in which the prior consent of the Bookrunners have
been given to the proposed offer or resale;
12 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
the FSMA;
13 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the
European Economic Area within the meaning of the EU Prospectus
Regulation (including any relevant implementing measure in any
member state);
14 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 FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
15 it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
16 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, is a
qualified investor as defined in Section 86 of FMSA or is a person
to whom this Announcement may otherwise be lawfully
communicated;
17 any offer of Placing Shares may only be directed at persons
in member states of the European Economic Area who are Qualified
Investors and represents and agrees that, in the European Economic
Area, it is such a Qualified Investor;
18 it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations, and that its subscription of the Placing Shares will
be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
19 it has complied with all relevant laws of all relevant
territories, obtained all requisite governmental or other consents
which may be required in connection with the Placing Shares,
complied with all requisite formalities and that it has not taken
any action or omitted to take any action which will or may result
in either of the Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing;
20 its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation
to prepare or file a prospectus or similar document or any other
report with respect to such purchase; (ii) any disclosure or
reporting obligation of the Company; or (iii) any registration or
other obligation on the part of the Company;
21 it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other subscribers or
sold as the Bookrunners may in their discretion determine and
without liability to such Placee;
22 neither Bookrunners nor any of their affiliates, nor any
person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that participation in the Placing is on the basis that it is not
and will not be a client of either Bookrunner for the purposes of
the Placing and that the Bookrunners have no duties or
responsibilities to it for providing the protections afforded to
their 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 their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
23 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 Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve
tax resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to
participate in the Placing and it agrees to indemnify the Company
and the Bookrunners in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock accounts of the
relevant Bookrunner who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
24 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 submits (on behalf of itself and on behalf
of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Stifel or Liberum 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;
25 the Bookrunners and their affiliates will rely upon the truth
and accuracy of the representations, warranties and
acknowledgements set forth herein, which are irrevocable, and it
irrevocably authorises the Bookrunners 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
set forth herein;
26 it agrees to indemnify on an after tax basis and hold the
Bookrunners and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in the Appendices and further agrees that the
provisions of the Appendices shall survive after completion of the
Placing;
27 it will acquire any Placing Shares subscribed for by it for
its account or for one or more accounts as to each of which it
exercises sole investment discretion and it has full power to make
the acknowledgements, representations and agreements herein on
behalf of each such account;
28 its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant forms of confirmation will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and the Bookrunners. The agreement to settle
a Placee's subscription (and/or the subscription of a person for
whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to
the subscription by it and/or such person direct from the Company
for the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing 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 Bookrunners 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 notify the Bookrunners
accordingly;
29 no action has been or will be taken by any of the Company,
the Bookrunners or any person acting on behalf of the Company or
the Bookrunners that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
30 in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that 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, and is able to sustain a
complete loss in connection with the Placing. It further confirms
that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
31 it has (a) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems
necessary; (b) had access to review publicly available information
concerning the Company that it considers necessary or appropriate
and sufficient in making an investment decision; (c) reviewed such
information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (d)
made its investment decision based upon its own judgment, due
diligence and analysis and not upon any view expressed or
information provided by or on behalf of either Bookrunner;
32 it may not rely on any investigation that either Bookrunner
or any person acting on their behalf may or may not have conducted
with respect to the Company, or the Placing and neither Bookrunner
has made any representation to it, express or implied, with respect
to the merits of the Placing, the subscription for the Placing
Shares, or as to the condition, financial or otherwise, of the
Company, or as to any other matter relating thereto, and nothing
herein shall be construed as a recommendation to it to subscribe
for the Placing Shares. It acknowledges and agrees that no
information has been prepared by either Bookrunner or the Company
for the purposes of this Placing;
33 it will not hold the Bookrunners nor any of their affiliates
nor any person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the "
Information ") and that neither Bookrunner 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 or accepts any responsibility for any of such
Information;
34 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa, and it
acknowledges and agrees that the Placing Shares have not been and
will not be registered or otherwise qualified for offer and sale
nor will a prospectus be published in respect of any of the Placing
Shares under the securities laws or legislation of the United
States, Australia, Canada, Japan, New Zealand, the Republic of
South Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful and, subject to certain
exceptions, may not be offered, sold, delivered or transferred,
directly or indirectly, within those jurisdictions;
35 unless specifically agreed in writing with the Bookrunners,
the Placee is a person located outside the United States and is
subscribing for Placing Shares only in an "offshore transaction" as
defined in and pursuant to Regulation S and is not subscribing for
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing
Shares in or into the United States;
36 the Placee is not acquiring Placing Shares as a result of any
"directed selling efforts" as defined in Regulation S or as a
result of any form of "general solicitation" or "general
advertising" (within the meaning of Rule 502(c) of Regulation D of
the Securities Act); and
37 it is not acting on a non--discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given.
The foregoing acknowledgements, undertakings, understandings,
representations, warranties and agreements are given for the
benefit of the Company and the Bookrunners as joint
bookrunners.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either Bookrunner or any of their
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with either Bookrunner, any money held in an account with
the relevant Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under 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 money of
the relevant Bookrunner in accordance with the client money rules
and will be used by the relevant Bookrunner in the course of its
own business; and the Placee will rank only as a general creditor
of the relevant Bookrunner (as applicable).
All times and dates in this Announcement may be subject to
amendment. The Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
No statement in the Placing Documents is intended to be a profit
forecast or estimate, and no statement in the Placing Documents
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. 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 AIM, a
market operated by 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, the Placing Documents.
DEFINITIONS
Act the Companies Act 2006, as amended from time
to time.
Admission admission of the Placing Shares to trading
on AIM, which, subject to and conditional upon
certain conditions, is expected to occur at
8.00 a.m. on 10 September 2021.
AIM AIM, a market operated by the London Stock
Exchange.
AIM Rules or AIM the AIM Rules for Companies published by the
Rules for Companies London Stock Exchange from time to time.
Announcement means this announcement, together with its
appendices and all information contain within
them
Board or Directors the current directors of the Company.
Bookrunners or Stifel and Liberum, and Bookrunner shall mean
Joint Bookrunners either one of them.
Business Day any day (other than a Saturday or Sunday) on
which banks are generally open for business
in the City of London for the transaction of
normal sterling banking business.
certificated or a share or other security not held in uncertificated
in certificated form (i.e. not in CREST).
form
Company Science Group plc, a company incorporated and
registered in England and Wales with registered
number 06536543 .
CREST the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
UK & Ireland Limited is the operator (as defined
in the CREST Regulations).
CREST Regulations the Uncertificated Securities Regulations 2001
(SI 2001/3755) as amended from time to time.
Enlarged Share means the Existing Ordinary Shares of the Company
Capital as enlarged by the Placing Shares.
EU the European Union.
EU Prospectus Regulation EU Prospectus Regulation 2017/1129 .
Existing Ordinary means the 42,062,035 existing Ordinary Shares
Shares of the Company in issue at the date of this
Announcement, all of which are admitted to
trading on AIM
Financial Conduct the Financial Conduct Authority of the United
Authority or FCA Kingdom.
FSMA the Financial Services and Markets Act 2000
(as amended, modified, consolidated, re--enacted
or replaced from time to time).
Group means the Company and its subsidiary undertakings
Liberum Liberum Capital Limited, joint bookrunner .
London Stock Exchange London Stock Exchange plc.
or LSE
Material Adverse any material adverse change, or any development
Change reasonably likely to involve a prospective
material adverse change, in or affecting the
condition (whether financial, operational,
legal or otherwise) or the earnings or business
affairs, assets, liquidity, solvency or prospects
of the Company, whether or not arising in the
ordinary course of business (and whether or
not foreseeable at the date of this Announcement).
MAR means Regulation (EU) No. 596/2014 on market
abuse (as brought into UK domestic law through
the European Union (Withdrawal) Act 2018 (as
amended))
Nominated Adviser means Stifel, being the nominated adviser to
the Company
Ordinary Shares ordinary shares of one pence each in the share
capital of the Company.
Placees means those persons who are invited by the
Joint Bookrunners on behalf of the Company
to and who choose to participate in the Placing
(and any person acting on such person's behalf)
by making an oral or written offer to acquire
Placing Shares, including any individuals,
funds or others on whose behalf a commitment
to acquire Placing Shares is given
Placing the conditional placing by the Bookrunners,
as agent for the Company, of the Placing Shares
pursuant to the terms, and subject to the conditions,
set out in the Placing Agreement.
Placing Agreement the conditional agreement dated 7 September
2021 between the Company, Stifel and Liberum
relating to the Placing, further details of
which are set out in this Announcement.
Placing Documents this announcement, the Placing results announcement
and any other documents, announcements or other
communications issued by or on behalf of the
Company (on its express instruction) in connection
with the Placing or the offering of the Placing
Shares.
Placing Price 450 pence per Placing Share.
Placing Shares the new Ordinary Shares to be allotted and
issued to institutional and other investors
in connection with the Placing.
Regulatory Information means a regulated information service that
Service is on the list of regulatory information services
maintained by the FCA from time to time (or,
if such a service is not operational at the
relevant time, the Company Announcements Office
of London Stock Exchange)
Restricted Jurisdictions any jurisdiction where the extension or availability
of an offer of Ordinary Shares, or the accessing
of this announcement or its publication, distribution
or other dissemination, would be prohibited
by, or would breach, any applicable law or
regulation.
Securities Act the United States Securities Act of 1933, as
amended.
Shareholders holders of Ordinary Shares from time to time.
Stifel Stifel Nicolaus Europe Limited, the Company's
nominated adviser and joint bookrunner.
UK Prospectus Regulation the UK version of EU Prospectus Regulation
2017/1129 which forms part of the law of England
and Wales as retained EU law as defined in,
and by virtue of, the European Union (Withdrawal)
Act 2018, as amended.
uncertificated recorded on the register of members of the
or in uncertificated Company as being held in uncertificated form
form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of the CREST system.
United Kingdom the United Kingdom of Great Britain and Northern
or UK Ireland.
United States the United States of America, its territories
or US and possessions, any state of the United States
of America and the District of Columbia.
This information is provided by RNS, the news service of the
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END
IOEDKOBQCBKKDCK
(END) Dow Jones Newswires
September 07, 2021 06:16 ET (10:16 GMT)
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