TIDMDSCV
RNS Number : 6071K
discoverIE Group plc
02 September 2021
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN DISCOVERIE GROUP PLC OR ANY OTHER
ENTITY IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART
OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMED).
2 September 2021
discoverIE Group plc
(LSE: DSCV, "discoverIE", the "Company" or the "Group")
Acquisitions of Beacon EmbeddedWorks and Antenova
Proposed placing to raise approximately GBP45m
discoverIE, a leading international designer, manufacturer and
supplier of customised electronics to industry , today announces
the acquisitions of Logic PD Inc (also known as Beacon
EmbeddedWorks) (or "Beacon") and Antenova Limited ("Antenova")
(collectively the "Acquisitions") together with a proposed placing
to raise gross proceeds of approximately GBP45m (the
"Placing").
Acquisition Highlights and Rationale
-- Beacon is a US-based designer, manufacturer and supplier of
custom System on Module (SOM) embedded computing boards and related
software, supplying the medical, industrial and aerospace &
defence markets in the US.
-- Beacon delivered revenue of $28.1m (GBP20.5m) for its most
recent financial year ended 31 December 2020, generating an
underlying EBITDA (1) of $6.8m (GBP5.0m) and an underlying EBIT of
$5.9m (GBP4.3m).
-- Beacon has been acquired for a cash consideration of $80.5m
(GBP58.8m) on a debt free, cash free basis, before expenses, funded
from the Group's existing debt facilities. With a record order
book, management incentives have been agreed based on profit growth
targets over the next four years.
-- The Group has separately acquired Antenova, a UK-based
designer and manufacturer of antennas and radio frequency (RF)
modules for industrial connectivity applications, for a cash
consideration of GBP18.2m on a debt free, cash free basis, before
expenses, funded from the Group's existing debt facilities.
-- Antenova is experiencing strong growth in the current year
with sales expected to be c.GBP8.0m. Underlying EBITDA is expected
to be in the region of GBP2.3m, with underlying EBIT of GBP2.2m.
Management incentives have been agreed based on the achievement of
future profit growth targets.
-- The Acquisitions represent further progress with the Group's
stated growth strategy. In particular, they:
o Create further organic growth opportunities in the Group's
target markets, particularly medical, and industrial &
connectivity, with high proportions of customised products for long
life cycle applications;
o Expand the Group's international footprint significantly in
North America, increasing revenues from outside Europe for the
Design & Manufacturing ("D&M") division by 4ppts to 40% on
a proforma basis for the last financial year and for the Group by
3ppts to 31%; and
o With both businesses generating operating margins in excess of
20%, the Acquisitions enhance underlying operating margins for both
the D&M division and the Group as a whole by approximately
0.8ppts on a proforma basis for last financial year.
-- The Acquisitions and the Placing (as described below), taken
together, are expected to be immediately enhancing to underlying
EPS.
Placing Highlights
-- Proposed placing of new ordinary shares of 5 pence each in
the Company (the "Placing Shares"), to raise gross proceeds of
approximately GBP45m. The total number of Placing Shares is
expected to represent approximately 5 per cent. of the Company's
existing issued share capital as at the date of this
Announcement.
-- The Placing is being conducted through an accelerated book
building process (the "Bookbuild") which will commence immediately
following this Announcement in accordance with the terms and
conditions set out in the Appendix. The Placing Price will be
determined at the close of the Bookbuild.
-- The consideration for the Acquisitions has been satisfied
from discoverIE's existing debt facilities, with the net proceeds
of the Placing, which are expected to be approximately GBP43.6m,
used to reduce the Group's net debt, to fund working capital and
for general corporate purposes.
-- Following the Acquisitions and the Placing, proforma gearing,
calculated as net debt to adjusted EBITDA (annualised for
acquisitions), at 31 March 2021 would have increased from 1.25x(2)
to 1.8x on a pro forma basis, remaining within the Company's target
range of 1.5x to 2.0x.
-- The Group retains a healthy pipeline of further acquisition
opportunities and the Placing, together with continued strong cash
generation and a disciplined approach to portfolio management, will
enable further investment allowing the Group to remain within its
target leverage ratio.
-- The Placing is being conducted and underwritten by Peel Hunt
LLP ("Peel Hunt") as to an amount of GBP45m, subject to certain
conditions.
Nick Jefferies, Group Chief Executive of discoverIE, said:
"The earnings accretive acquisitions of Beacon EmbeddedWorks and
Antenova continue our strategy of building a high quality, high
margin international group that designs and manufactures
differentiated and customised electronics. Both Beacon and Antenova
have long-established track records of supplying high quality
products, mostly into our core target markets, and are therefore
well-positioned to exploit a range of growth opportunities . We are
delighted to welcome the businesses and all their employees into
the Group.
"With a clear strategy focused on long-term, high quality growth
markets, a diversified customer base, and a strong pipeline of
acquisition opportunities, the Group is well positioned to make
further progress on its key priorities."
Market Abuse Regulation
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation ("MAR"). Upon the publication of this
Announcement via a regulatory information service, this inside
information is now considered to be in the public domain.
The person responsible for arranging release of this
Announcement on behalf of the Company is Greg Davidson, Group
General Counsel and Company Secretary of the Company.
In addition, market soundings (as defined in MAR) were taken in
respect of the Placing and the Acquisition 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 being made by the Company today. 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.
Terms used but not defined elsewhere in this Announcement shall
have the meanings given to such terms in the Definitions section of
the Appendix to this Announcement.
Enquiries:
discoverIE 01483 544 500
Nick Jefferies, Group Chief Executive
Simon Gibbins, Group Finance Director
Peel Hunt (Broker and bookrunner) 020 7418 8900
Mike Bell
Ed Allsopp
Jock Maxwell Macdonald
Sohail Akbar
Max Irwin
Buchanan (Financial PR) 020 7466 5000
Chris Lane
Toto Berger
Jack Devoy
About discoverIE
discoverIE Group plc is an international group of businesses
that designs, manufactures and supplies innovative components for
electronic applications.
The Group provides application-specific components to original
equipment manufacturers ("OEMs") internationally. By designing
components that meet customers' unique requirements, which are then
manufactured and supplied throughout the life of their production,
a high level of repeating revenue is generated with long term
customer relationships.
With a focus on key markets driven by structural growth and
increasing electronic content, namely renewable energy, medical,
transportation and industrial & connectivity, the Group aims to
achieve organic growth that is well ahead of GDP and to supplement
that with targeted complementary acquisitions. The Group has an
ongoing commitment to reducing the impact of its operations on the
environment, while its key markets are aligned with a sustainable
future.
The Group employs c.4,600 people and its principal operating
units are located in Continental Europe, the UK, China, Sri Lanka,
India and North America.
The Group is listed on the Main Market of the London Stock
Exchange and is a member of the FTSE250, classified within the
Electrical Components and Equipment subsector, with revenues of
around GBP500m.
Background to and reasons for the Acquisitions
discoverIE has a clear and well established strategy that is
building a high quality, international group designing and
manufacturing customised electronics, through organic growth
supplemented by acquisitions. The Board believes that the
acquisitions of Beacon and Antenova represent further steps in
building the D&M division and have a clear fit with the Group's
strategy:
- High proportions of customised and unique products which
complement the existing D&M business;
- Create further organic growth opportunities in the Group's
target markets and with complementary customers;
- Increase the Group's international reach and presence in North America;
- Successful performance track records with proven, ambitious management; and
- High levels of cash generation with low capital requirements
which will further strengthen the Group's financial profile.
In the 11 years to 31 March 2021, the Group successfully
completed 16 D&M acquisitions contributing to an increase in
D&M revenues from GBP15m (8% of Group revenues) in FY
2012/13(3) to GBP297m (65% of Group revenues) in FY 2020/21 with
Group operating margins more than doubling, to 8% over the same
period. Three further businesses have been acquired this year,
including these latest acquisitions. The Group's strategy is
focussed on acquiring and growing high quality D&M businesses
with differentiated capabilities which are enhancing to the Group's
overall offering to customers in its target markets and expand its
international reach outside Europe. The Group's operating model is
also well established, facilitating the integration of acquired
businesses, with a combination of investment in growth and
efficiency while leveraging the Group's commercial infrastructure.
Through effective integration and leveraging the benefits of the
enlarged platform, acquired D&M businesses delivered an average
return on investment(4) last year of 16%, ahead of the Group's
target of 15%, despite the impact of the pandemic.
The Board has a disciplined approach to capital allocation, with
business units required to contribute towards the Group's key
performance and strategic targets and resources focussed on
opportunities that are capable of generating growth with the
targeted returns. As part of this approach, the Board continues to
review the portfolio and, where appropriate, will exit businesses
that do not meet these objectives, redeploying the capital into
other opportunities.
Trading update
Group trading since the update on 29 July 2021 has continued to
be strong with organic growth in orders and sales compared to both
the Covid-impacted prior year and the pre-Covid period of
FY2019/20. Orders continue ahead of sales, with a growing, record
order book.
Information on Beacon
Beacon, which is 100% owned by Compass Electronics Group LLC,
and trades under the name Beacon EmbeddedWorks, was founded in 2001
and is located in Minneapolis, Minnesota. Led by a strong and
experienced management team, the business designs, manufactures and
supplies mission critical System on Module (SOM) embedded computing
boards and related software (board integration, drivers and
bootloaders) to customers in the medical, aerospace & defence
and broader industrial markets. All sales are currently in the US.
The business has long established customer relationships, averaging
over 10 years, driven by high quality engineering and support
services. Beacon creates further organic opportunities in our
target markets and with complementary customers. Approximately
three quarters of sales are into medical markets, with critical
care applications accounting for over 50% of sales; these are
highly regulated markets with long product cycles. It will operate
within the D&M division, while retaining its distinct brand
identity, providing complementary capabilities with the Group's
existing Hectronic business, which presents opportunities for
cross-selling.
The business delivered a resilient performance in the
Covid-impacted year ended 31 December 2020, following a prior
period of strong growth. Revenues for the year ended 31 December
2020 were $28.1m (GBP20.5m), generating an underlying EBITDA of
$6.8m (GBP5.0m), underlying EBIT of $5.9m (GBP4.3m), an underlying
EBIT margin of 21% and a reported pre-tax profit of $5.4m
(GBP3.9m). At 31 December 2020, the gross assets of Beacon were
$7.5m (GBP5.5m).
Information on Antenova
Antenova was founded in 1999 and is headquartered in the UK with
operations in Taiwan and the US. Sales are evenly split across
Europe, US and Asia with its main markets being medical and
industrial connectivity.
Previously in mainly private equity ownership, Antenova designs
and manufactures antennas and radio frequency (RF) modules for
industrial connectivity applications.
Antenova is experiencing strong growth in the current year with
sales expected to be c.GBP8.0m. Underlying EBITDA is expected to be
in the region of GBP2.3m, with underlying EBIT of GBP2.2m.
The business has long standing, high quality customers, with a
strong pipeline of opportunities for further growth.
Details of the Placing
The Company intends to raise approximately GBP45m (before
expenses of approximately GBP1.4m) pursuant to the Placing. The
price per Placing Share will be determined at the close of the
Bookbuild.
The Placing will be conducted by Peel Hunt in accordance with
the terms and conditions set out in the Appendix to this
Announcement. The Bookbuild will determine demand for and
participation in the Placing. The Bookbuild will commence with
immediate effect following this Announcement and is expected to
close later today.
The timing of the close of the Bookbuild is at the absolute
discretion of Peel Hunt in consultation with the Company and Peel
Hunt reserves the right to close the Bookbuild process earlier or
later without further notice. The allocations will be determined by
the Company, following consultation with Peel Hunt Allocations will
be confirmed orally or in writing by Peel Hunt following the close
of the bookbuilding process. A further announcement will then be
made as soon as practicable following the completion of the
Bookbuild.
The Placing is being underwritten by Peel Hunt as to an amount
of GBP45m, subject to certain conditions.
The Placing is conditional, inter alia, upon:
-- the Company having complied with its material obligations
under the placing agreement which has been entered into between the
Company and Peel Hunt (the "Placing Agreement") to the extent that
such obligations are required to be performed on or prior to
Admission;
-- the delivery to the Company of certain customary documentation;
-- the publication of the results of the Placing via a
regulatory information service by no later than 3 September 2021
(or such later time and/or date as the Company and Peel Hunt may
agree); and
-- Admission of the Placing Shares taking place by no later than
8.00 am on 7 September 2021 (or such later time and/or date as the
Company and Peel Hunt may agree).
If any of the conditions are not satisfied or waived, the
Placing Shares will not be issued and all monies received from
participants in the Placing ("Placees") will be returned to them
(at the Placees' risk and without interest) as soon as
possible.
The Placing Agreement contains customary warranties given by the
Company to Peel Hunt as to matters relating to the Company and its
business and a customary indemnity from the Company to Peel Hunt in
respect of liabilities arising out of or in connection with the
Placing. The Placing Agreement also contains customary rights of
termination which could enable Peel Hunt to terminate the Placing
prior to Admission in certain limited circumstances. Further
information on the Placing Agreement is set out in the Appendix to
this Announcement.
The Placing Shares will represent approximately 5.0% of the
existing issued share capital and will, when issued, be credited as
fully paid and will rank pari passu in all respects with the
Company's existing ordinary shares including the right to receive
all dividends and other distributions declared, made or paid in
respect of such shares after the date of issue of the Placing
Shares.
Application has been made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the UK
Financial Conduct Authority ("FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc
(together, the "Admission"). It is expected that Admission will
become effective and that dealings in the Placing Shares will
commence on or around 7 September 2021 (but may be extended by
agreement between the Company and Peel Hunt).
As part of the Placing, certain of the Directors are themselves
intending to subscribe for Placing Shares at the Placing Price. If
Directors do participate, we anticipate that these related party
transactions would constitute exempt small transactions pursuant to
paragraph 1 of Annex 1 to Chapter 11 of the Listing Rules.
The terms and conditions of the Placing are set out in the
Appendix to this Announcement.
Notes
1. Underlying EBITDA and underlying EBIT excludes shareholder and associated costs.
2. Reported gearing at 31 March 2021 was 1.1x with a proforma
gearing of 1.25x including the acquisition of Controlled Products
Inc in May 2021.
3. FY2012/13 means the financial year ended 31 March 2013 and
FY2020/21 means the financial year ended 31 March 2021.
4. Return on investment is defined as underlying operating
profit attributable to the acquired businesses (that have been
owned for more than 2 years) over total acquisition costs
comprising up-front consideration, acquisition expenses, earn-out
(once earned), and integration costs.
IMPORTANT NOTICE
This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire securities in any
jurisdiction in which any such offer or solicitation would be
unlawful. Any failure to comply with this restriction may
constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent
financial adviser.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
securities laws.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of the
FSMA and a copy of it has not been, and will not be, delivered to
the FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the EU Prospectus Regulation or the UK Prospectus
Regulation. Its contents have not been examined or approved by the
London Stock Exchange, nor has it been approved by an "authorised
person" for the purposes of Section 21 of the FSMA. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the FSMA does not
apply.
This Announcement has been issued by and is the sole
responsibility of the Company. None of the information in this
Announcement has been independently verified or approved by Peel
Hunt or any of its Affiliates. Save for any responsibilities or
liabilities, if any, imposed on Peel Hunt by FSMA or by the
regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Peel Hunt or any of its Affiliates
whatsoever for the contents of the information contained in this
Announcement (including, but not limited to, any errors, omissions
or inaccuracies in the information or any opinions) or for any
other statement made or purported to be made by or on behalf of
Peel Hunt or any of its Affiliates in connection with the Company,
the Placing Shares or the Placing or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing. Peel Hunt and its
Affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Peel
Hunt or its Affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company, Peel Hunt and their
respective Affiliates undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for
no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Peel Hunt or
by their respective Affiliates as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this Announcement. This Announcement does not
constitute a recommendation concerning any investor's options with
respect to the Placing. 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
shareholder or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange's main market for listed securities.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
Placee will be deemed to have read and understood this Announcement
in its entirety and to be making such offer to acquire Placing
Shares on the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made. This Announcement is directed only at and may only be
communicated to the categories of persons set out in the terms and
conditions of the Placing set out in the Appendix.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL
BE MADE. THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN (WHICH IS FOR INFORMATION PURPOSES ONLY)
ARE DIRECTED ONLY AT PERSONS WHO ARE:
(A) PERSONS IN MEMBER STATES OF THE EEA WHICH HAVE IMPLEMENTED
THE EU PROSPECTUS REGULATION WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("QUALIFIED
INVESTORS"); OR
(B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF THE UK PROSPECTUS REGULATION WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (TOGETHER, "UK QUALIFIED
INVESTORS"); OR
(C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED,
(ANY SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION
OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. 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
THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH
PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
The Placing Shares have not been and will not be registered
under the US Securities Act or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, whole or in part, in, into or within the United States
(including its territories and dependencies, any state and the
District of Columbia) except pursuant to an applicable exemption
from the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only (i) outside of the United States in
accordance with Regulation S under the US Securities Act
("Regulation S") and otherwise in accordance with applicable laws
and; (ii) in the United States to a limited number of "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the US
Securities Act pursuant to an exemption from the registration
requirements of the US Securities Act. There will be no public
offer of the securities mentioned herein 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 offered in compliance
with the securities laws of any state, province or territory of
Australia, New Zealand, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, New Zealand, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the EEA or the United
Kingdom.
No prospectus has been prepared or filed with any securities
commission or other securities regulatory authorities in any
jurisdiction in Canada in connection with the offer or sale of the
Placing Shares. Any offer and sale of the Placing Shares in Canada
is being made on a private placement basis only and pursuant to an
exemption from the requirement that the Company prepares and files
a prospectus under applicable Canadian securities laws. Any resale
of the Placing Shares in Canada must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada. There will be no
public offering of the Placing Shares in Canada. This Announcement
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon this Announcement or the merits
of the Placing Shares. Any representation to the contrary is an
offense. This Announcement is not, and under no circumstances is to
be construed as, a prospectus, an offering memorandum, an
advertisement, a solicitation to purchase, a public offering of the
Placing Shares in Canada.
No offer and sale of Placing Shares is or will be made in
Canada, except to persons who are: (a) an "accredited investor" as
defined in Section 1.1 of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106" or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and are either purchasing the
Placing Shares as principal for their own account, or are deemed to
be purchasing the Placing Shares as principal for its own account
in accordance with applicable Canadian securities laws and not as
agent for the benefit of another person or as trustee, for
investment only and not with a view to resale or redistribution;
(b) not created or being used solely to purchase or hold the
Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" as defined in section 1.1 of National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103") that is not an individual; and
(d) is resident in either the Province of Alberta, British
Columbia, Ontario or Quebec and entitled under applicable Canadian
securities laws, including the securities laws applicable to such
Province, to purchase the Placing Shares without the benefit of a
prospectus.
Each Placee should consult with its own advisors as to legal,
tax, business and related aspects of a subscription or purchase of
Placing Shares.
The distribution of this Announcement and/or the Placing and/or
the issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Peel
Hunt 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 Peel Hunt to inform themselves about
and to observe any such restrictions.
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. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation;
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 2(d) and
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 other
than UK Qualified Investors or in circumstances in which the prior
consent of Peel Hunt has been given to each such proposed offer or
resale;
(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; and
3. in the case of a Relevant Person in a member state of the EEA
which has implemented the EU Prospectus Regulation (each, a
"Relevant Member State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 2(d) and
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 Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Peel Hunt has been given to each such proposed
offer or resale;
(ii) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State 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; and
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 has authority to exercise, and is exercising, investment
discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
6. it (and any person on whose account it is acting, as referred
to in paragraph 5 above) is and at the time the Placing Shares are
acquired, will be, either:
(a) located outside the United States and is acquiring the
Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S; or
(b) a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the Placing Agreement with
Peel Hunt. Pursuant to the Placing Agreement, Peel Hunt has,
subject to the terms set out in such agreement, agreed to use
reasonable endeavours, as an agent of the Company, to procure
Placees for the Placing Shares. Peel Hunt will today commence the
Bookbuild to determine demand for participation in the Placing by
Placees. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing. The
Placing is underwritten by Peel Hunt as to an amount of GBP45m.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, be credited as fully paid and rank
pari passu in all respects with each other and with the existing
Ordinary Shares in the capital of the Company, including the right
to receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares after the date of issue of
the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
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 FCA (or any other
authority) in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based
on the information contained in this Announcement, the announcement
of the number of shares to be issued under the Placing (the
"Placing Results Announcement") (together, the "Placing Documents")
and any other information publicly announced through an RIS 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 the trade confirmation sent to
individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of the Placing Documents is exclusively the responsibility
of the Company and confirms to the Company and Peel Hunt 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 Peel Hunt or the Company or any
other person and neither of Peel Hunt, the Company nor any other
person acting on such person's behalf nor any of their respective
affiliates has or shall have any responsibility or liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which a
Placee may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own attorney, tax advisor,
and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Application for admission to trading
Application will be made to the FCA for admission of the Placing
Shares to the premium listing segment of the Official List of the
FCA and to the London Stock Exchange for admission to trading of
the Placing Shares on its main market for listed securities.
It is expected that Admission of the Placing Shares will occur
at or before 8:00 a.m. (London time) on 7 September 2021 (or such
later time and/or date as Peel Hunt may agree with the Company, not
being later than 17 September 2021) and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Following this Announcement, Peel Hunt will today commence the
Bookbuild to determine demand for participation in the Placing by
Placees. The book will open with immediate effect. Members of the
public are not entitled to participate in the Placing. This
Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
Peel Hunt shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it and the Company may, in
their absolute discretion, determine.
Participation in, and principal terms of, the Placing
1. Peel Hunt is acting as sole bookrunner, broker and placing
agent of the Company in connection with the Placing on the terms
and subject to the conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Peel Hunt. Peel Hunt may itself agree to be a Placee in respect of
all or some of the Placing Shares or may nominate any member of its
group to do so.
3. The Bookbuild, if successful, will establish the Placing
Price payable by all Placees whose bids are successful. The Placing
Price and the aggregate proceeds to be raised through the Placing
will be agreed between Peel Hunt and the Company following
completion of the Bookbuild. The Company reserves the right to
increase the amount to be raised pursuant to the Placing in its
discretion. The Placing Price will be announced on an RIS following
the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Peel Hunt. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for either at the
Placing Price which is ultimately established by the Company and
the Banks or at prices up to a price limit specified in its bid.
Bids may be scaled down by the Banks on the basis referred to in
paragraph 8 below.
5. The Bookbuild is expected to close later today but may be
closed earlier or later at the absolute discretion of Peel Hunt in
consultation with the Company. Peel Hunt may, in agreement with the
Company, accept bids either in whole or in part that are received
after the Bookbuild has closed and allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after time.
6. Allocations of the Placing Shares will be determined by the
Company, following consultation with Peel Hunt. Subject to the
execution of the Placing Supplement, allocations will be confirmed
orally or in writing by Peel Hunt and a trade confirmation will be
despatched as soon as possible thereafter. An oral or written
confirmation from Peel Hunt to such Placee constitutes an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee), in favour of Peel Hunt and the
Company, to acquire the number of Placing Shares allocated to it
and to pay the Placing Price in respect of such shares on the terms
and conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with Peel Hunt's consent,
such commitment will not be capable of variation or revocation
after the time at which it is submitted.
7. Each Placee's allocation and commitment will be evidenced by
a trade confirmation issued to such Placee by Peel Hunt. The terms
of this Appendix will be deemed incorporated in that trade
confirmation.
8. Subject to paragraphs 5 and 6 above, Peel Hunt may choose to
accept bids, either in whole or in part, on the basis of
allocations agreed with the Company and may scale down any bids for
this purpose on such basis as it may determine.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
10. All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement".
11. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12. To the fullest extent permissible by law, neither Peel Hunt,
nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Peel Hunt,
nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Peel Hunt's conduct of the
Placing or of such alternative method of effecting the Placing as
Peel Hunt and the Company may determine.
13. The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or Peel Hunt's conduct of the
Placing.
14. All times and dates in this Announcement may be subject to
amendment. Peel Hunt shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Peel Hunt's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions"):
1. the Company having complied with its material obligations
under the Placing Agreement to the extent that such obligations are
required to be performed prior to Admission;
2. the delivery to the Company of certain customary documents;
3. the publication of this Announcement through a RIS by not
later than 5:30 p.m. on the date of the Placing Agreement (or by
such other time and/or date as the Company and Peel Hunt may
agree);
4. the publication of the Placing Results Announcement through a
RIS by no later than 8:00 a.m. on 3 September 2021 (or by such
other time and/or date as the Company and Peel Hunt may agree);
5. Admission occurring no later than 8:00 a.m. (London time) on
7 September 2021 (or such later time and/or date as Peel Hunt may
otherwise agree with the Company) (the "Closing Date"); and
6. between the date of the Placing Agreement and Admission there
having been no material adverse change in, or any development
(including a material and adverse escalation of the Covid-19
pandemic) which is reasonably likely to give rise to or involve a
material adverse change in or affecting the condition (financial,
operational, legal or otherwise), earnings, results of operation,
management, business affairs, solvency or business or financial
prospects of the Group (taken as a whole), whether or not arising
in the ordinary course of business and whether or not foreseeable
at the date of the Placing Agreement ("Material Adverse
Change").
Peel Hunt may, at its discretion and upon such terms as it
thinks fit, waive compliance by the Company with the whole or any
part of any of the Company's obligations in relation to certain
Conditions or, by agreement in writing between the Company and Peel
Hunt, extend the time or date provided for fulfilment of any
Conditions in respect of all or any part of the performance
thereof. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions become incapable of being
fulfilled (and is not waived) or if all the Conditions are not
fulfilled or (where permitted) waived by Peel Hunt by the relevant
time or date specified (or such later time or date as the Company
and Peel Hunt may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under "Right to
terminate under the Placing Agreement", the Placing will not
proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it or on
its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
Neither Peel Hunt, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any Condition to the Placing, nor for
any decision they may make as to the satisfaction of any Condition
or in respect of the Placing generally, and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of Peel Hunt.
Right to terminate under the Placing Agreement
Peel Hunt is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):
1. where there has been a breach by the Company of any of the
warranties contained in the Placing Agreement or the Company fails
to comply with any of its obligations under the Placing Agreement
which Peel Hunt considers, acting in good faith, to be materially
adverse in the context of the Placing;
2. any statement contained in the Placing Documents has, in the
opinion of Peel Hunt, been discovered to be untrue, incorrect or
misleading in any respect which it considers, acting in good faith,
to be materially adverse in the context of the Placing;
3. an event occurs or matter arises on or after the date of the
Placing Agreement and before Admission which, if it had occurred or
arisen before the date of the Placing Agreement, would have
rendered any of the warranties contained in the Placing Agreement
to be untrue or incorrect, and Peel Hunt, acting in good faith,
consider such event or matter to be materially adverse in the
context of the Placing;
4. there has been a breach of any provision of the agreement
pursuant to which the Acquisition described in this Announcement
will take place (the "Acquisition Agreement") by any vendor party
to it which, Peel Hunt acting in good faith, considers to be
material in the context of the Placing or, in the opinion of Peel
Hunt acting in good faith, any event has occurred or matter has
arisen after entry into the Acquisition Agreement which had it
occurred or arisen prior to entry into the Acquisition Agreement
would have been such a breach;
5. any of the Conditions in the Placing Agreement shall have
become incapable of fulfilment before the latest time provided in
the Placing Agreement and has not been waived by Peel Hunt
according to the terms of the Placing Agreement; or
6. there has been (a) a suspension or material limitation of (i)
trading of any securities of the Company on the London Stock
Exchange or on any exchange or over-the-counter market; (ii)
trading generally on the London Stock Exchange, the New York Stock
Exchange or the Nasdaq Stock Market, or any over-the-counter
market; (iii) a fixing of minimum and maximum prices for trading,
or the imposition of a requirement for maximum ranges for prices by
any of the said exchanges or by such system or by order of any
government authority; or (iii) a material disruption in commercial
banking or securities settlement or clearance services in the
United States or the United Kingdom; (b) a general moratorium on
commercial banking activities in London declared by the relevant
authorities; (c) any declaration, outbreak, escalation, or
threatening of war or other hostilities or the occurrence of any
acts of terrorism involving the UK or the USA or the declaration by
either of a national emergency; (d) a material change in taxation
materially adversely affecting the Group taken as a whole or its
prospects or the Placing; (e) any other occurrence of any kind
which (by itself or together with any other such occurrence) in the
opinion of Peel Hunt acting in good faith, is likely to materially
and adversely affect the market's perception of the Company or the
financial position or trading position or prospects of the Group
taken as a whole; (f) any other crisis of international or national
effect or any change in any financial, political, economic or
market conditions or in market sentiment or any other calamity or
crisis which, in any case, in the opinion of Peel Hunt acting in
good faith, is materially adverse to the Placing, and which in the
case of (a)-(f), Peel Hunt considers, acting in good faith, makes
it impracticable or inadvisable to proceed with the Placing.
Upon 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, each Placee agrees that (i) the
exercise by Peel Hunt of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute
discretion of Peel Hunt and that it need not make any reference to,
or consult with, Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
to so exercise and (ii) its rights and obligations terminate only
in the circumstances described above under "Right to terminate
under the Placing Agreement" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination
by it after oral confirmation by the Peel Hunt of the allocation
and commitments following the close of the Bookbuild.
Lock-up Arrangements
Subject to certain customary exceptions, the Company has
undertaken to Peel Hunt that, between the date of Admission and for
45 days thereafter, it will not, without the prior written consent
of Peel Hunt (such consent not to be unreasonably withheld or
delayed), issue any relevant securities (as defined in the
Companies Act).
By participating in the Placing, each Placee agrees that the
exercise by Peel Hunt of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise
be subject to the lock-up provisions under the Placing Agreement
shall be within the discretion of Peel Hunt (subject to the
requirement that such consent shall not be unreasonably withheld or
delayed) and that it need not make any reference to, or consult
with the Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise of the power to
grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares
(ISIN:GB0000055888) following Admission will take place within the
system administered by Euroclear UK & Ireland Limited
("CREST"), subject to certain exceptions. Peel Hunt reserves the
right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that
they may deem necessary if 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.
Following the close of the Bookbuild, each Placee to be
allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place
with Peel Hunt stating the number of Placing Shares allocated to
them at the Placing Price, the aggregate amount owed by such Placee
to Peel Hunt and settlement instructions. 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 in respect of the Placing Shares that it
has in place with Peel Hunt.
The Company will deliver the Placing Shares to a CREST account
operated by Peel Hunt as agent for the Company and Peel Hunt will
enter its delivery 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 7 September 2021 on a delivery versus payment
basis.
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 four percentage points above the Bank of
England's base rate from time to time but 4% per year for any
period during which that base rate is below zero.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Peel Hunt may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Peel Hunt'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 will be
required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed
in any jurisdiction 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 issued 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. If there are any circumstances in which any stamp
duty or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if
any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing
Shares), neither Peel Hunt nor the Company shall be responsible for
payment thereof.
Representations, warranties, undertakings and
acknowledgements
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Peel Hunt (in its capacity as bookrunner and placing agent of
the Company in respect of the Placing) and the Company, in each
case as a fundamental term of their application for Placing Shares,
the following:
General
1. it has read and understood this Announcement in its entirety
and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and 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 the
Placing, the Company, the Placing Shares or otherwise other than
the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to listing to the premium
listing segment of the Official List of the FCA and are admitted to
the London Stock Exchange to trading on its main market for listed
securities, and that the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of the London Stock Exchange and/or the FCA,
which includes a description of the Company's business and the
Company's financial information, including balance sheets and
income statements, and that it is able to obtain or has access to
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded companies, without undue difficulty;
3. the person whom it specifies for registration as holder of
the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither Peel Hunt nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including
interest and penalties relating thereto) ("Indemnified Taxes").
Each Placee and any person acting on behalf of such Placee agrees
to indemnify the Company and Peel Hunt on an after-tax basis in
respect of any Indemnified Taxes;
4. neither Peel Hunt nor any of its affiliates agents,
directors, officers and employees accepts any responsibility for
any acts or omissions of the Company or any of the directors of the
Company or any other person in connection with the Placing;
5. time is of the essence as regards its obligations under this Announcement;
6. 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 Peel Hunt;
No distribution of Announcement
7. it will not redistribute, forward, transfer, duplicate or
otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing
(including electronic copies thereof) to any person and represents
that it has not redistributed, forwarded, transferred, duplicated,
or otherwise transmitted any such materials to any person;
No prospectus
8. no prospectus or other offering document is required under
the EU Prospectus Regulation or the UK Prospectus Regulation, nor
will one be prepared in connection with the Bookbuild, the Placing
or the Placing Shares and it has not received and will not receive
a prospectus or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
Purchases by Peel Hunt for its own account
9. in connection with the Placing, Peel Hunt and any of its
affiliates acting as an investor for its own account may subscribe
for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly,
references in this Announcement to the Placing Shares being issued,
offered or placed should be read as including any issue, offering
or placement of such shares in the Company to Peel Hunt or any of
its affiliates acting in such capacity;
10. Peel Hunt and its affiliates may enter into financing
arrangements and swaps with investors in connection with which Peel
Hunt and any of its affiliates may from time to time acquire, hold
or dispose of such securities of the Company, including the Placing
Shares;
11. Peel Hunt does not intend to disclose the extent of any
investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory
obligation to do so;
No fiduciary duty or client of Peel Hunt
12. Peel Hunt does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis that it is
not and will not be a client of Peel Hunt in connection with its
participation in the Placing and that Peel Hunt has no duties or
responsibilities to it for providing the protections afforded to
its clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
No responsibility of Peel Hunt for information
14. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Peel Hunt nor any of its
affiliates agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information,
representation or statement contained in, or omission from, the
Placing Documents, the Publicly Available Information or otherwise
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 the Placing Documents, the Publicly
Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled to rely on and
on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in the Placing Documents, or any
Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a), such information being
all that such Placee deems necessary or appropriate and sufficient
to make an investment decision in respect of the Placing
Shares);
(b) it has neither received nor relied on any other information
given, or representations, warranties or statements, express or
implied, made, by Peel Hunt or the Company or any of their
respective affiliates, agents, directors, officers or employees
acting on behalf of any of them (including in any management
presentation delivered in respect of the Bookbuild) with respect to
the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Placing Documents, or the Publicly Available Information or
otherwise;
(c) neither Peel Hunt nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the Placing
Shares or the Company or any other person other than the
information in the Placing Documents or the Publicly Available
Information; nor has it requested Peel Hunt, the Company, any of
their respective affiliates or any person acting on behalf of any
of them to provide it with any such material or information;
and
(d) neither Peel Hunt nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any investigation
that Peel Hunt, any of their affiliates or any person acting on
their behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the
accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;
17. in making any decision to subscribe for Placing Shares it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to Peel Hunt for all or part of any such loss it may suffer;
(c) 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 an investment in the Placing
Shares;
(d) is able to sustain a complete loss of an investment in the Placing Shares;
(e) has no need for liquidity with respect to its investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares;
and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and
the terms of the Placing and has satisfied itself that the
information resulting from such investigation is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares for its own account
or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make
the acknowledgements, representations and agreements contained in
this Announcement;
19. it is acting as principal only in respect of the Placing or,
if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) and will remain liable to the Company and/or Peel Hunt for
the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another
person);
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of
all relevant jurisdictions that apply to it and that it has fully
observed such laws and regulations, has capacity and authority and
is entitled to enter into and perform its obligations as a
subscriber of Placing Shares and will honour such obligations, and
has obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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
it has not taken any action or omitted to take any action which
will or may result in Peel Hunt, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;
21. where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed
account;
22. it irrevocably appoints any duly authorised officer of Peel
Hunt as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms
of this Announcement;
Excluded territories
23. the Placing Shares have not been and will not be registered
or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or
legislation of the United States, Australia, New Zealand, Canada,
Japan or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
24. the Placing Shares may not be offered, sold, or delivered or
transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions)
in which it would be unlawful to do so and no action has been or
will be taken by any of the Company, Peel Hunt or any person acting
on behalf of the Company or Peel Hunt that would, or is intended
to, permit a public offer of the Placing Shares in the United
States, Australia, New Zealand, Canada, Japan or the Republic of
South Africa or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action
for that purpose is required;
25. unless otherwise specifically agreed with Peel Hunt, it is
not and at the time the Placing Shares are subscribed for, neither
it nor the beneficial owner of the Placing Shares will be, a
resident of, nor have an address in, Australia, New Zealand, Japan,
the Republic of South Africa or any province or territory of
Canada;
26. if it is a Placee in or resident in Canada, it (i) is an
"accredited investor" as defined in Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or
subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as
applicable, and it is either purchasing the Placing Shares as
principal for its own account, or it is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with
applicable Canadian securities laws and not as agent for the
benefit of another person or as trustee for investment only and not
with a view to resale or redistribution; (ii) was not created or
used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106; (iii) is a "permitted client" as defined
in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") that is not an individual; (iv) is resident in either the
Province of Alberta, British Columbia, Ontario or Quebec and
entitled under applicable Canadian securities laws, including the
securities laws applicable to such Province, to purchase the
Placing Shares without the benefit of a prospectus; and (v) if
required by applicable Canadian securities laws, it will execute,
deliver and file or assist the Company in obtaining, preparing and
filing such reports, undertakings and other documents relating to
the purchase of the Placing Shares by it as may be required by any
Canadian securities commission or other regulatory authority;
27. it understands, and each account it represents has been
advised that, (i) any offer and sale of the Placing Shares in
Canada is being made on a private placement basis only and is
exempt from the requirement that the Company prepares and files a
prospectus under applicable Canadian securities laws; and (ii) any
resale of the Placing Shares into Canada must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority and that these resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of
Canada;
28. it may be asked to disclose in writing or orally to Peel Hunt:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
29. it understands that the Placing Shares have not been, and
will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the US Securities Act,
or pursuant to an exemption from the registration requirements of
the US Securities Act and in accordance with applicable state
securities laws;
30. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
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;
31. represents and warrants that (i) it is outside of the United
States, 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 acquire the Placing Shares is given and is
otherwise acquiring the Placing Shares in an "offshore transaction"
meeting the requirements of Regulation S under the US Securities
Act or (ii) if in the United States, it is a "qualified
institutional buyer" as defined in, and in reliance on, Rule 144A
under the US Securities Act and will duly execute a US investor
letter and deliver the same to the bank that will be provided to it
by Peel Hunt;
32. represents and warrants that none of it, its affiliates, or
anyone acting on its or their behalf is acquiring any of the
Placing Shares as result of any form of general solicitation or
general advertising (within the meaning of Rule 502(c) of
Regulation D under the US Securities Act) or directed selling
efforts (as defined in Regulation S under the US Securities
Act);
Compliance with EEA selling restric ti ons and the EU Prospectus
Regula ti on
33. if in a member state of the EEA, unless otherwise
specifically agreed with Peel Hunt in writing, it is a Qualified
Investor;
34. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA except to Qualified Investors
or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the EU Prospectus Regulation;
35. if 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 which has implemented the EU Prospectus Regulation other
than Qualified Investors, or in circumstances in which the prior
consent of Peel Hunt has been given to each proposed offer or
resale;
Compliance with UK Prospectus Regulation, FSMA, the UK financial
promotion regime and MAR
36. if in the United Kingdom, that it is a UK Qualified Investor;
37. 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 Financial Services and Markets Act 2000, as amended
("FSMA");
38. 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 and it acknowledges and
agrees that the Placing Documents have not and will not have been
approved by Peel Hunt in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as a
financial promotion by an authorised person;
39. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all applicable provisions in FSMA and
MAR in respect of anything done in, from or otherwise involving,
the United Kingdom);
Compliance with laws
40. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with
applicable laws and regulations;
41. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection
with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-terrorism, Crime and Security Act 2001, the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof (the "Regulations") 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;
42. in order to ensure compliance with the Regulations, Peel
Hunt (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 Peel Hunt or
the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at Peel Hunt's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at Peel Hunt'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 Peel Hunt (for itself and as
agent on behalf of the Company) or the Company's registrars have
not received evidence satisfactory to them, either Peel Hunt 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;
43. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
Depositary receipts and clearance services
44. 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 (depositary receipts and
clearance services) and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
Undertaking to make payment
45. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in
respect of 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 Peel Hunt may in its sole discretion
determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Placing Price and the number
of Placing Shares allocated to it and will be required to bear any
stamp duty, stamp duty reserve tax or other taxes or duties
(together with any interest, fines or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placee's Placing
Shares;
Money held on account
46. any money held in an account with Peel Hunt on behalf of the
Placee and/or any person acting 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 Peel Hunt's money in accordance with the client
money rules and will be used by Peel Hunt in the course of its
business and the Placee will rank only as a general creditor of
Peel Hunt;
Allocation
47. 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 Peel Hunt or the Company may call
upon it to subscribe for a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
No recommendation
48. neither Peel Hunt, nor any of its affiliates nor any person
acting on behalf of it, is making any recommendations to it or
advising it regarding the suitability or merits of any transactions
it may enter into in connection with the Placing, and that neither
Peel Hunt, nor any of its affiliates nor any person acting on its
behalf has any duties or responsibilities to it for providing
advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of Peel Hunt's rights and obligations thereunder, including any
right to waive or vary any condition or exercise any termination
right contained therein;
Inside information
49. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the
Placing, it confirms that it has received such information within
the market soundings regime provided for in article 11 of MAR and
associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or
any such financial instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or
amend an order concerning the Company's securities or such
financial instruments; or
(c) disclosed such information to any person except as permitted
by MAR, prior to the information being made publicly available;
Rights and remedies
50. the rights and remedies of the Company and Peel Hunt under
the terms and conditions in this Announcement are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not
prevent the exercise of others; and
Governing law and jurisdiction
51. these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out
of or in connection with them, shall be governed by and construed
in accordance with the laws of England 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
(including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or
other obligation 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
any interest chargeable thereon) may be taken by either the Company
or Peel Hunt 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.
The above representations, warranties, confirmations,
acknowledgements, agreements and undertakings are given for the
benefit of the Company as well as Peel Hunt and are irrevocable.
Peel Hunt, the Company and their respective affiliates and others
will rely upon the truth and accuracy of the foregoing
representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any
person acting on behalf of such Placee, irrevocably authorises the
Company and Peel Hunt 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.
Indemnity
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify on an after tax
basis and hold the Company, Peel Hunt and their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings given by the Placee (and any person
acting on such Placee's behalf) in this Announcement or incurred by
Peel Hunt, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this
Announcement, and further agrees that the provisions of this
Announcement shall survive after completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. 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 or other similar taxes or
duties may be payable, for which neither the Company nor Peel Hunt
will be responsible and the Placees shall indemnify the Company and
Peel Hunt on an after-tax basis for any stamp duty or stamp duty
reserve tax or other similar taxes or duties (together with
interest, fines and penalties) in any jurisdiction paid by the
Company or Peel Hunt in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own
advice and notify Peel Hunt accordingly. Placees are advised to
consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and Peel Hunt are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees, including any taxes arising otherwise than under the
laws of the United Kingdom. Each prospective Placee should,
therefore, take its own advice as to whether any such tax liability
arises and notify Peel Hunt and the Company accordingly.
Furthermore, each prospective Placee agrees to indemnify on an
after-tax basis and hold Peel Hunt and/or the Company and their
respective affiliates harmless from any and all interest, fines or
penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent
that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
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, whether
inside or outside the UK, by them or any other person on the
subscription, acquisition, transfer or sale by them of any Placing
Shares or the agreement by them to subscribe for, acquire, transfer
or sell any Placing Shares.
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 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 main
market for listed securities 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, the Placing Documents.
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, Peel Hunt 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.
DEFINITIONS
"Admission" means admission of the Placing Shares
to the premium listing segment of the
Official List of the UK Financial Conduct
Authority and to trading on the main market
for listed securities of the London Stock
Exchange plc;
"Announcement" means this announcement (including the
Appendix and information contained therein);
"Bookbuild" means the accelerated bookbuilding to
be conducted by Peel Hunt pursuant to
and subject to the terms and conditions
set out in the Placing Agreement and this
Announcement;
"Business Day" any day on which banks are usually open
for business in England and Wales for
the transaction of sterling business,
other than a Saturday, Sunday or public
holiday;
"Company" or "discoverIE" means discoverIE Group plc;
"Companies Act" means the Companies Act 2006, as amended;
"CREST" means the relevant system (as defined
in the CREST Regulations) in respect of
which Euroclear is the operator (as defined
in those regulations);
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means EU Prospectus Regulation 2017/1129;
"FCA" means the Financial Conduct Authority;
"Group" means discoverIE Group plc and its subsidiary
undertakings;
"London Stock Exchange" means London Stock Exchange plc;
"MAR" means the Market Abuse Regulation (EU)
No. 596/2014 (as amended) as it forms
part of the domestic law of the United
Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended) (incorporating
the technical standards, delegated regulations
and guidance notes, published by the European
Commission, London Stock Exchange, the
FCA and the European Securities and Markets
Authority);
"Ordinary Shares" means the ordinary shares of 5 pence each
in the capital of the Company;
"Peel Hunt" means Peel Hunt LLP;
"Placee" means any person subscribing for and/or
purchasing Placing Shares pursuant to
the Placing;
"Placing" means the placing of the Placing Shares
at the Placing Price pursuant to the Placing
Agreement;
"Placing Agreement" means the agreement dated 2 September
2021 between the Company and Peel Hunt
relating to the Placing;
"Placing Price" means the price per Placing Share, to
be determined at the close of the Bookbuild;
"Placing Shares" means the new ordinary shares to be placed
pursuant to the Placing;
"Publicly Available means any information announced through
Information" a RIS by or on behalf of the Company on
or prior to the date of this Announcement;
"RIS" means one of the regulatory information
services authorised by the FCA to receive,
process and disseminate regulatory information;
"UK Prospectus Regulation" means the EU Prospectus Regulation 2017/1129
as it 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;
"United Kingdom" means the United Kingdom of Great Britain
and Northern Ireland;
"United States" or means the United States of America, its
"US" territories and possessions, any state
of the United States of America and the
District of Columbia and any other area
subject to its jurisdiction; and
"US Securities Act" means the United States Securities Act
of 1933, as amended.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUUONRABUKRAR
(END) Dow Jones Newswires
September 02, 2021 12:40 ET (16:40 GMT)
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