TIDMEAAS
RNS Number : 8933L
eEnergy Group PLC
15 September 2021
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15 September 2021
eEnergy Group plc
("eEnergy" or "the Company")
Proposed Acquisition of UtilityTeam
Proposed Placing to raise approximately GBP12 million
eEnergy Group plc (AIM: EAAS), a leading "Energy
Efficiency-as-a-Service" (EEaaS) business in the UK and Ireland, is
pleased to announce that it has conditionally agreed to acquire the
entire issued and to be issued share capital of UtilityTeam TopCo
Limited and 5% of the issued share capital of UtilityTeam Trading
Limited (not currently owned by UtilityTeam Topco Limited)
(together, "UtilityTeam"), a UK top 20 energy management business
providing comprehensive management, consultancy and procurement
services to industrial and commercial clients with a particular
focus on large, complex, multi-site portfolios (the
"Acquisition").
Total consideration for the Acquisition is up to GBP21 million,
on a cash-free and debt-free basis. The initial consideration of
GBP15,855,000 comprises initial cash consideration of GBP9,527,500
("Initial Cash Consideration") payable on completion and further
cash consideration of GBP2,000,000 payable on or before 31 December
2021, as well as GBP4,327,500 which will be satisfied by the issue
of 18,031,250 new Ordinary Shares (the "Consideration Shares") to
be issued at a price of 24 pence per Ordinary Share.
An earn-out consideration of a maximum of GBP5,145,000 will be
paid in cash up to GBP1,472,500 and any balance in Ordinary Shares
(at the higher of 24 pence per Ordinary Share or the 30 day VWAP to
31 December 2021), based on a multiple of UtilityTeam's EBITDA for
the year ending 31 December 2021, paying GBP7 for every GBP1 of
EBITDA generated in excess of GBP2,265,000, up to a maximum EBITDA
of GBP3,000,000.
The Initial Cash Consideration will be funded through a Placing
of approximately GBP12 million (gross) to new and existing
institutional, at the Placing Price, being 15 pence per Placing
Share.
The Placing is being conducted by way of an accelerated
bookbuild process ("the Bookbuild"), which will be launched
immediately following the publication of this Announcement.
Transaction highlights:
-- eEnergy has agreed to acquire UtilityTeam, a top 20 energy
consulting and procurement business whose services aim to reduce
costs for clients whilst supporting their transition to Net Zero.
UtilityTeam's Net Zero strategy and capability is fully integrated
into its traditional energy procurement business, with a focus on
large, complex multi-site portfolios;
-- Total Consideration for the Acquisition will be for up to
GBP21 million, on a cash-free debt-free basis, subject to customary
working capital adjustments, with initial consideration of
GBP15,855,000 comprising GBP11,527,500 in cash and GBP4,327,500 in
Consideration Shares at 24p per ordinary share, representing a
premium of 37.1% to the closing mid-market price for an Ordinary
Share on 14 September 2021, being the last practicable date prior
to this Announcement;
-- An earn-out consideration of a maximum of GBP5,145,000 will
be paid in cash up to GBP1 million and any balance in Ordinary
Shares (at the greater of 24 pence per Ordinary Share or the 30 day
VWAP to 31 December 2021), based on a 7.0x multiple of
UtilityTeam's EBITDA for the year ending 31 December 2021, paying
GBP7 for every GBP1 of EBITDA generated in excess of GBP2,265,000,
up to a maximum EBITDA of GBP3,000,000.
-- The initial consideration represents an acquisition multiple
of 7.1x of the adjusted EBITDA[1] of UtilityTeam's adjusted EBITDA
for the year ended 31 December 2020;
-- The Acquisition is in-line with eEnergy's stated integrated
energy services strategy to develop as a broader Energy Services
company through its "buy and build" strategy, targeting adjacent
businesses with energy management and efficiency capabilities,
which offer strategic and synergistic growth opportunities;
-- UtilityTeam has long-term, strategic relationships with its
mid-market customer base, providing the Group with a strong
cross-sell opportunity through which it can leverage the Group's
existing Beond platform;
-- UtilityTeam has strong recurring and contracted revenues from
its industrial and commercial customers, with highly attractive
quality of earnings expected to benefit the enlarged Group;
-- The Acquisition is expected to be significantly earnings
enhancing immediately (i.e. in the year ending 30 June 2022);
-- Chief Executive Officer of UtilityTeam, Delvin Lane, will
join the Company's management team and will lead the Group's
enlarged Energy Management as a Service (EMaaS) Division;
-- An integration team will work closely with the EMaaS team,
and oversee initiatives to accelerate growth, including cross
selling and consolidating operational activities, ensuring a single
technology platform for all EMaaS client data and creation of
specific sales channels for Beond and UtilityTeam respectively;
-- The Acquisition is to be part funded through a Placing of
approximately GBP12 million at 15.0 pence per Placing Share, to be
conducted by way of the Bookbuild. The Placing Price represents a
discount of 14.3% to the closing mid-market price for of an
Ordinary Share of 17.5 pence on 14 September 2021, being the last
practicable date prior to this Announcement;
-- The Placing is not conditional on shareholder approval. The
Placing and Acquisition are inter-conditional and will complete
simultaneously with completion anticipated to occur on 17 September
2021; and
-- The Bookbuild will be launched immediately following this
Announcement. Singer Capital Markets Securities Limited ("Singer
Capital Markets") and Turner Pope Investments (TPI) Limited
("Turner Pope") are acting as joint bookrunners (together the
"Joint Bookrunners") in connection with the Placing.
Harvey Sinclair, CEO of eEnergy, commented:
"The acquisition of UtilityTeam, when combined with our existing
businesses, gives eEnergy the ability to offer customers a broad
range of services and expertise in energy management, energy
efficiency and intelligent measurement & analysis. It is in
line with our strategy to "buy and build" a portfolio of
complementary operations that can take full advantage of market
demand for zero carbon energy and energy data.
"For investors, we will be able to provide exposure to the links
in the value chain of energy conservation, management and
transition in areas that we expect to grow significantly in the
years ahead. This is an important milestone in our development and
one which the Board believes will benefit all of our stakeholders -
customers, staff and shareholders."
Contacts:
eEnergy Group plc Tel: +44 20 7078
9564
Harvey Sinclair, Chief Executive Officer info@eenergyplc.com
Ric Williams, Chief Financial Officer www.eenergyplc.com
Crispin Goldsmith, Chief Strategy & Commercial
Officer
Singer Capital Markets Tel: +44 20 7496
(Nominated Adviser, Joint Broker and Joint 3000
Bookrunner)
Justin McKeegan, Mark Taylor, Asha Chotai
(Corporate Finance)
Tom Salvesen (Corporate Broking)
Turner Pope Investments Tel: +44 20 3657
(Joint Broker and Joint Bookrunner) 0050
Andy Thacker, James Pope info@turnerpope.com
Tavistock Tel: +44 207 920
3150
Jos Simson, Simson Hudson, Katie Hopkins eEnergy@tavistock.co.uk
IMPORTANT NOTICE
This Announcement has been issued by, and is the sole
responsibility of, the Company. The distribution of this
announcement or any information contained in it, and the offering
or sale of securities in jurisdictions other than the United
Kingdom may be restricted by law, and therefore persons coming into
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should inform themselves about and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
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No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129) to be published. Persons needing advice should consult
an independent financial adviser.
Singer Capital Markets Limited, which is a member of the London
Stock Exchange, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA"), is acting
as nominated adviser and joint bookrunner to the Company for the
purposes of the AIM Rules for Companies and the AIM Rules for
Nominated Advisers in connection with the Placing, and is not
acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to customers of
Singer Capital Markets or for advising any other person on any
transaction or arrangement referred to in this Announcement. Singer
Capital Markets' responsibilities as the Company's nominated
adviser under the AIM Rules are owed solely to the London Stock
Exchange and are not owed to the Company, any director of the
Company or to any other person. No representation or warranty,
express or implied, is made by Singer Capital Markets as to, and no
liability is accepted by Singer Capital Markets in respect of, any
of the contents of this Announcement.
Turner Pope Investments (TPI) Limited, which is a member of the
London Stock Exchange, which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint bookrunner to the
Company in connection with the Placing. Tuner Pope is not acting
for, and will not be responsible to, any person other than the
Company for providing the protections afforded to the customers of
Turner Pope or for advising any other person on the contents of
this Announcement or on any transaction or arrangement referred to
in this Announcement.
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is or will be accepted by Singer Capital Markets nor Turner Pope
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Turner Pope nor any of their affiliates in connection with the
Company, the Placing Shares or the Placing or the Acquisition and
any responsibility and liability whether arising in tort, contract
or otherwise therefore is expressly disclaimed.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Singer Capital Markets nor Turner
Pope.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this announcement.
The Appendix to this Announcement set out the terms and
conditions of the Placing.
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This Announcement and the information contained herein are not
an offer of securities for sale in the United States.
The Placing Shares described in this Announcement have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "Securities Act") or under the securities laws of any
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offered, sold, resold, transferred or delivered, directly or
indirectly, within, in or into the United States, unless registered
under the Securities Act or pursuant to an available exemption
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registered under the applicable laws of any of Australia, Canada,
Japan, the Republic of Ireland, the Republic of South Africa or of
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consequently, may not be offered or sold to any national, resident
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placing of the Placing Shares as set out in this Announcement in
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of the securities laws of any such jurisdiction.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect' (or the negative thereof) and words of similar
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uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict, that could cause actual
results and performance to differ materially from any expected
future results or performance expressed or implied by the
forward-looking statement. The important factors that could cause
the Company's actual results, performance or achievements to differ
materially from those in the forward-looking statements include,
among others, global events (such as pandemics), economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not
occur.
The information contained in this Announcement speaks only as of
the date of this Announcement and is subject to change without
notice and the Company does not assume any responsibility or
obligation to, and does not intend to, update or revise publicly or
review any of the information contained to this Announcement,
whether as a result of new information, future events or otherwise,
except to the extent required by the FCA, the AIM Rules, UK MAR,
the rules of the London Stock Exchange or by applicable law.
FURTHER INFORMATION
Proposed Acquisition of UtilityTeam
Proposed Placing to raise approximately GBP12 million
eEnergy - organic growth complemented by "buy-and-build"
strategy
eEnergy is an integrated energy services company, enabling
organisations to transition to 'Net Zero' by providing
organisations with energy management and capital free energy
efficiency solutions to reduce their carbon footprint and unlock
hidden cost savings.
The Group has three divisions:
Energy management through the Beond brand and offering Zero Carbon
Energy Procurement & Consulting through a technology
enabled Zero Carbon Marketplace
Energy efficiency through the eLight brand and offering Energy
Reduction through capital-free energy efficiency
solutions, primarily LED lighting through our
Light as a Service contract
------------------------------------------------------
Intelligent Energy Consumption Measurement & Analytics through
smart metering our new proprietary MyZeERO firmware and software
and analytics platform
------------------------------------------------------
Energy Management as a Service
Beond was acquired on 15 December 2020. The Group's Zero Carbon
energy procurement services are essential and highly valued, as
businesses face increasing pressure to source green energy which
can be complex and time consuming. The Board believes that EMaaS
provides a customer acquisition platform for zero capital energy
reduction solutions.
Within EMaaS, the Group has over 1,000 existing customers, over
30,000 meters under management and manages 3.4 TW of energy. The
established nature of the Group's energy management as a service
solution allows for ongoing customer engagement, leading the Group
to be seen as a trusted advisor to its customers, and therefore is
well positioned to provide consultancy services on the transition
to Net Zero.
Energy Efficiency as a Service
The Group provides Energy Efficiency as a Service ("EEaaS");
which enables capital free energy conservation measures ("ECMs").
The Group is focused on providing its core Light-as-a-Service
("LaaS"), to educational and commercial & industrial customers
through its operations in the UK and Ireland. The Group helps
businesses and schools switch to LED lighting, typically for a
fixed quarterly service fee, avoiding any upfront payments. The
Group operates a 'pay as you save' business model, where customers
are able to unlock surplus cash savings, therefore ensuring
implementation of conservation measures (such as LED lighting), are
capital free. These are provided to the educational and industrial
& commercial sectors. The Group has seen a 70% increase in LaaS
projects completed and 75% organic revenue growth in FY21 and has
completed over 1,100 LaaS projects to date across the UK and
Ireland.
Intelligent smart metering & analytics
MyZeERO, the Group's energy consumption measurement and
analytics platform, provides a key strategic opportunity for the
Group to offer data & analysis as a subscription based service,
therefore providing an additional revenue opportunity. MyZeERO
provides live, behind the meter energy consumption data to the
cloud, enabling businesses to pinpoint energy wastage and ECMs.
The Board expects MyZeERO to increase customer conversion in
EEaaS by providing assurances around expected energy savings, and
enabling "share of savings" performance contracts, with customer
relationships underpinned by data and analysis.
Strategy
Since IPO, the Company has demonstrated strong and repeated
organic growth in its business segments, having transitioned from a
pure-play LaaS business to an integrated energy services business.
The Group's acquisitions are fully integrated and provide
opportunities to build scale, supported by the launch of the
MyZeERO platform by embedding customer relationships and enabling
"share of savings" contracts.
The Group's strategy is to help its clients achieve Net Zero
with an end to end Energy Management solution "as a service". This
is enabled through its top tier energy procurement platform and the
granular energy consumption analytics provided by the MyZeERO
platform. The energy intelligence and analytics will provide the
data to support consultancy services focused on helping the Group's
clients to reduce energy wastage and energy reduction solutions are
delivered through LaaS and will be delivered through other Energy
Efficiency solutions, such as IOT enabled controls and Boiler
optimisation. The Group offers renewable energy solutions and
intends to offer Electric Vehicle solutions that will promote
energy independence and resilience.
The strategy is based upon cross selling the Group's
capabilities and in particular engaging the Group's energy
management clients, with whom the Group already enjoys a trusted
advisor relationship, in the zero capital, Energy Efficiency as a
Service solutions. A significant number of key clients of Beond are
engaged in potential LaaS and intelligent smart metering and
analytics solutions.
An example of the successful implementation of the strategy is
the combined LaaS and intelligent smart metering and analytics
contract signed with a leading recycling business in April 2021.
The brief was to support the client's commitment to ESG by focusing
on creating a strategy for reducing energy usage, carbon emissions
and operating costs whilst improving facilities and addressing
compliance concerns. The eEnergy approach outlined to the client
focused on four key strategic areas: (i) green energy procurement;
(ii) energy usage and management; (iii) energy efficiency; and (iv)
renewable energy generation.
In June and early July, the Group installed the LaaS solution to
replace earlier generation LEDs in the client's nineteen sites and
the MyZeERO energy management platform to centrally capture the
energy consumption of the lighting and certain other assets. Having
completed the evaluation of the client's energy procurement
strategy, Beond was awarded the energy management contract in July
to move the client to zero carbon energy and management the
client's energy procurement risks. eEnergy is currently modelling
the baseline of energy consumption which will enable eEnergy and
the client to identify further energy wastage and other energy
efficiency opportunities which eEnergy will seek to implement, to
achieve the client's objectives. The LaaS solution alone is
expected to generate net savings of more than GBP35,000 in the
first year and over GBP650,000 over a ten year period.
The Board believes the potential 10-year economic value to
eEnergy of offering all of the Group's current capabilities to a
typical client could be approximately GBP1.1 million, with a
further GBP0.6-1.0 million of value through the further EEaaS and
EV growth opportunities.
Management consider there to be a number of near term growth
drivers for the Group, which will continue to drive strong organic
growth:
-- Market Demand for Zero Carbon Energy & Energy Data;
-- Switch to Energy Management 'as a service';
-- Data insights enabled by My ZeERO - drive energy reduction through EEaaS;
-- Digitisation of LaaS model - eLight App drives scalable SME growth;
-- Leveraging large customer base - capturing additional ECM's with measured savings;
-- Integration & efficiencies - Leverage platform capabilities; and
-- Renewable generation & Electric Vehicle solutions - as a future growth opportunity.
Following the acquisition of Beond, strong operating execution
has supported increased revenues per customer and robust new
business performance, with the Energy Management division now
providing enhanced revenue visibility and quality of earnings. The
Group is now capturing more of the customer wallet and delivering
profitable growth. The Group's strategy is to complement the
continued organic growth by acquisition of adjacent businesses in
the energy services sector.
Background to and reason for the Acquisition and Placing
As detailed above, the Group has existing capabilities across
energy management, energy efficiency and intelligent measurement
& analysis, driving its organic growth. To complement its
organic growth strategy, eEnergy will continue its "buy and build"
strategy, to in-fill capability gaps and accelerate growth.
The acquisition of Beond was the first major step towards this
diversified energy management strategy. The acquisition of
UtilityTeam reflects further broadening of the Group's
capabilities, and provides an opportunity for cross-selling through
access to UtilityTeam's extensive customer base, and operating
efficiencies.
Overview of UtilityTeam
UtilityTeam TopCo Ltd ("UtilityTeam") is a UK-based, top 20
energy consulting and procurement business, whose services aim to
reduce costs and support clients' transition to Net Zero.
Established in 2009, UtilityTeam is headquartered in Coventry, UK
and has 37 employees. UtilityTeam is a founder member of the Future
Net Zero Standard, and integrates Net Zero strategy and capability
into the traditional energy procurement process.
UtilityTeam's services include provision of green energy
strategy, hedging strategies, bill validation, bureau services,
site works, audits and market intelligence. UtilityTeam is focused
on renewable energy, with every tender including a renewable
option. Further, 39% of contracts arranged in 2021 to date are with
renewable energy providers.
The Group's management consider UtilityTeam's client offering to
be differentiated from competitors as it has a particular focus on
large, complex, multi-site portfolios and a dedicated energy
service function established to identify, design, finance and
implement the transition to Net Zero. In addition, UtilityTeam is
one of the largest independents that focuses on the industrial
& commercial market.
UtilityTeam's earnings profile benefits from a strong recurring
and contracted revenue base and a total forward order book of
GBP10.3 million as at 31 July 2021. The company has over 800
contracted customers and a contract renewal rate of 80%. Currently,
UtilityTeam's average contract length is 2.8 years, and current
customer contracts are expected to deliver over 68% of forecast
revenues for FY22. In addition to recurring revenue, UtilityTeam
has a highly accomplished digital sales and marketing capability
delivering strong new business wins, with 2021 on track to
outperform 2020's new business volumes.
UtilityTeam is profitable and its revenues have grown
consistently in recent years, with total contract value of annual
new business of approximately GBP6.6 million and GBP4.5 million,
for the year ended 31 December 2020 and six months ended 30 June
2021, respectively. Similarly, between 2014 and 2020, UtilityTeam
generated a compound annual growth rate (CAGR) of approximately
26%.
UtilityTeam Trading Ltd (the operating subsidiary of
UtilityTeam) generated earnings for the last two completed
financial years as follows:
Year end 31 December 2020 2019 % change
GBP'000
Revenue 5,171 4,178 23.8%
------ ------ ---------
Gross Profit 4,590 3,298 37.7%
------ ------ ---------
Margin (%) 88.8% 78.9%
------ ------ ---------
Reported EBITDA 2,449 973 151.7%
------ ------ ---------
Margin (%) 47.4% 23.3%
------ ------ ---------
Revenue adjustments (344) (281)
------ ------ ---------
Cost adjustments 36 853
------ ------ ---------
Provision adjustments 99 (43)
------ ------ ---------
Adjusted EBITDA 2,240 1,502 49.1%
------ ------ ---------
Margin (%) 43.3% 36.0%
------ ------ ---------
The following adjustments have been made by the Company to the
reported EBITDA of UtilityTeam Trading Ltd to derive the adjusted
EBITDA:
FY20 FY20 FY19 FY19
GBP'000 GBP'000 GBP'000 GBP'000
Reported EBITDA 2,449 973
--------- --------- --------- ---------
Revenue adjustments (344) (281)
--------- --------- --------- ---------
Change in accounting
estimates (299) (150)
--------- --------- --------- ---------
Cancelled contract (45) (108)
--------- --------- --------- ---------
Other revenue adjustments (23)
--------- --------- --------- ---------
Cost adjustments 36 853
--------- --------- --------- ---------
CEO/CFO cost normalisation 39 (190)
--------- --------- --------- ---------
Terminated commissions 441
--------- --------- --------- ---------
Exceptional professional
fees 568
--------- --------- --------- ---------
Other (3) 34
--------- --------- --------- ---------
Provision adjustments 99 (43)
--------- --------- --------- ---------
Build up of consumption
provisions (24)
--------- --------- --------- ---------
Completed contracts
- prior period 123 (43)
--------- --------- --------- ---------
Adjusted EBITDA 2,240 1,502
--------- --------- --------- ---------
UtilityTeam had gross assets of GBP8.7 million as at 31 December
2020.
UtilityTeam's consolidated revenues for the years ended 31
December 2019 and 31 December 2020 are the same as above. Adjusted
EBITDA for UtilityTeam was GBP1,504,000 for 2019 and GBP2,237,000
for 2020. The Board believes that trading in 2021 will be
materially ahead of 2020.
The Acquisition is expected to generate approximately GBP100,000
and GBP200,000 of operating efficiencies for the enlarged Group in
the years ending 31 December 2021 and 2022, respectively.
The Acquisition is expected to be significantly earnings
enhancing immediately (i.e. for the current year ending 30 June
2022).
Strategic Rationale
UtilityTeam has generated a consistent organic growth rate,
driven by a high quality sales engine. Revenue growth in 2020 was
24% to c.GBP5.2 million (FY19: c.GBP4.2 million). The Board
believes UtilityTeam has a differentiated client proposition,
supported by strong 'Zero Carbon' credentials.
The Board believes that UtilityTeam has a highly attractive and
complementary customer base and the enhanced product offering will
provide a more compelling customer proposition.
In addition, UtilityTeam's existing customer base of more than
800 customers provide significant cross-sell opportunities into
eEnergy's existing EMaaS and EEaaS offerings. In particular,
UtilityTeam's ability to secure strategic solutions for
large-scale, high-volume energy users provides the Group with a
substantial opportunity to deliver high-contract-value EEaaS
solutions to these large scale customers. Further, UtilityTeam's
presence and pipeline in Healthcare presents a clear cross-sell
potential for the Group in terms of EEaaS and LaaS.
The Board also believe a loyal customer base (demonstrated by
the approximately 80% contract renewal rates) and greater revenue
visibility resulting in a forward order book of GBP10.3 million
(through multi-year contracts), will see an enlarged eEnergy
benefit from an improved quality of earnings.
Management expect that the Acquisition will result in an
improved industry ranking for the Group.
eEnergy - Current Trading
As announced on 13 July 2021, the financial year ended 30 June
2021 represented a transformational period for the Group.
The Group expects to report full year revenue of GBP13.5
million, 200% growth on FY20 revenue of GBP4.5 million, with
organic revenue increasing by 75%, to GBP7.9 million (FY20: GBP4.5
million). The Company expects to report an FY21 adjusted EBITDA of
GBP0.7 million (FY20: loss of GBP1.5 million), despite the impacts
of the COVID pandemic. Notably, all core business units are
expected to be profitable on EBITDA basis for FY21. Profit before
and after tax and before exceptional items is expected to be GBP0.1
million (FY20: loss GBP1.9 million). As at 30 June 2021, the
Company had GBP0.7 million net cash (30 June 2020: GBP0.5 million
net debt).
Whilst early in the current financial year, the Board expects
revenue and profit before and after tax and before exceptional
items for FY22 to be materially ahead of FY21, in-line with current
market expectations.
The Group will continue to assess strategic and accretive
acquisition opportunities that will enable it to accelerate the
rate of growth across the business.
The Company expects to release its audited final results for the
financial year ended 30 June 2021 in late September 2021.
Integration Plan
The Board has established an experienced team with a clear plan
to integrate UtilityTeam into the enlarged eEnergy group and
deliver growth initiatives. On completion of the Acquisition,
UtilityTeam's CEO, Delvin Lane, will join the eEnergy as a
non-board Managing Director, leading the enlarged EMaaS
division.
Delvin has over 25 years' experience in the energy sector having
worked for a number of the UK's largest utilities. Among other
roles, Delvin has previously been Head of Energy Services for EDF,
supporting customers in delivering cash and carbon savings, and CEO
of Anesco, an energy efficiency solutions company. Delvin joined
UtilityTeam as a non-executive director in 2017, before being
appointed as the company's CEO in 2019.
The integration team will work closely with the EMaaS division,
to ensure integration of UtilityTeam within the existing
proprietary Beond platform. UtilityTeam's client data will be moved
to the Beond platform in order to consolidate operational
activities. All EMaaS sales prospect data will be combined within a
single CRM and, once completed, all EMaaS campaigns and sales
activities will be driven through a single route to market.
Alongside the integration Group management will implement
initiatives to accelerate growth, including cross selling and
consolidating operational activities. The Group intends to create
sector specific sales channels that focus on the Public Sector
(Beond), and industrial & commercial markets (UtilityTeam),
creating operational efficiencies within the sales and marketing
team. eEnergy will also look to repurpose capacity to develop and
grow energy price risk management products to lock in longer term
revenues for the enlarged Group. Further value creation is
anticipated through embedding MyZeERO into all new EMaaS energy
procurement solutions, creating EEaaS opportunities. Further, the
ability to identify ECMs should increase the enlarged Group's
"share of energy savings wallet".
The Board believes the above integration and growth acceleration
initiatives will help deliver an uplift in revenue and earnings
over the coming forward periods.
Terms of the Acquisition
eEnergy has conditionally agreed to acquire the entire issued
share capital of UtilityTeam Topco Limited and 5% of the issued
share capital of Utilityteam Trading Limited (not currently owned
by UtilityTeam Topco Limited).
Under the terms of the Acquisition, total consideration for the
Acquisition is for up to GBP21,000,000, subject to certain
cash/debt and working capital adjustments.
The initial consideration of GBP15,855,000 will be satisfied as
follows:
-- cash consideration of GBP9,527,500, payable on completion with further cash consideration of GBP2,000,000, payable on or before 31 December 2021; and
-- the issue of 18,031,250 Ordinary Shares, issued at a price of
24 pence per Ordinary Share representing, in aggregate,
GBP4,327,500.
Further earn-out consideration of up to a maximum of
GBP5,145,000 may be payable, based on a multiple of 7.0x
UtilityTeam's EBITDA, for the year ending 31 December 2021. eEnergy
will pay GBP7 for every GBP1 of EBITDA generated in excess of
GBP2,265,000, up to a maximum EBITDA of GBP3,000,000 million
("Earn-Out Consideration").
The Earn-Out Consideration would be satisfied as follows:
-- the first GBP1,472,500 of Earn-Out Consideration will be paid in cash; and
-- any balance, up to GBP3,672,500, will be satisfied by the
issue of new Ordinary Shares at a price that is the higher of 24p
and the 30 day volume weighted average price prior to 31 December
2021.
The Consideration Shares will represent approximately 5.2% of
the Enlarged Share Capital of the Company, assuming a fundraise of
GBP12 million at the Placing Price ("Enlarged Share Capital").
The UtilityTeam shareholders have agreed not to dispose of any
Consideration Shares or any ordinary shares received in relation to
the Earn-Out Consideration for a period of 24 months from Admission
and to be subject to an orderly market restriction for a further
period of 12 months, in each case subject to certain limited
exceptions.
Details of the Placing
eEnergy is proposing to raise approximately GBP12.0 million
through the issue of the Placing Shares, to new and existing
institutional, by way of an accelerated bookbuild at a Placing
Price of 15.0 pence per Placing Share.
The Placing Price represents a discount of approximately 14.3 %
to the closing mid-market price of 17.5 pence per Ordinary Share on
14 September 2021, being the last practicable day prior to the
publication of this Announcement.
The Placing Shares will represent approximately 23.2 % of the
Enlarged Share Capital.
The net proceeds of the Placing will be used to part fund the
Acquisition and for general working capital. The Placing and the
Acquisition are inter-conditional and will complete simultaneously
with completion anticipated to occur on 17 September 2021.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the
"Announcement").
The Placing will be conducted by the Joint Bookrunners 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 the Joint Bookrunners and the Company and the Joint
Bookrunners and the Company reserve the right to close the
Bookbuild process earlier or later without further notice. The
allocations will be determined together by the Joint Bookrunners
and the Company, in their absolute discretion, and will be
confirmed orally by the Joint Bookrunners following the close of
the Bookbuild. A further announcement will then be made as soon as
practicable following the completion of the Bookbuild.
The Placing is not being underwritten and the Placing Shares
will be issued under the existing authorities and disapplication of
pre-emption rights, as approved by shareholders at the Company's
last annual general meeting on 30 December 2020.
The Placing Agreement contains customary warranties given by the
Company to the Joint Bookrunners as to matters relating to the
Company and its business and a customary indemnity from the Company
to the Joint Bookrunners 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 the
Joint Bookrunners 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, 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.
Admission
Application has been made to the London Stock Exchange for the
Consideration Shares and the Placing Shares to be admitted to
trading on AIM ("Admission"). It is expected that Admission will
take place at 8.00 a.m. on 17 September 2021 (or such date as may
be agreed between the Company and the Joint Bookrunners). The
Placing is conditional, inter alia, upon Admission becoming
effective.
Concert Parties
eLight Concert Party
The Company's admission document, dated 9 January 2020, sets out
a concert party for the vendor shareholders of the eLight business
("eLight Concert Party"), where the concert party had voting
control over approximately 86.26 million Ordinary Shares, or 65.9%
of the issued share capital, in eEnergy. In December 2020,
following the acquisition by the Company of Beond Group Limited,
the eLight Concert Party's aggregate voting interest was diluted to
approximately 34.8% of the Company's issued share capital.
Following admission of all of the Consideration Shares and
Placing Shares to trading on AIM, pursuant to the Acquisition and
Placing, the eLight Concert Party is expected to have its aggregate
voting interest diluted to less than 30.0% of the Enlarged Share
Capital.
Implications for eLight Concert Party
Under Rule 9 of the Takeover Code, any person who acquires,
whether by a series of transactions over a period of time or
otherwise, an interest (as defined in the Takeover Code) in shares
which, taken together with shares in which they are already
interested and in which persons acting in concert with them are
interested, carry 30.0% or more of the voting rights of a company
which is subject to the Takeover Code, that person is required to
make a general offer to all the remaining shareholders to acquire
their shares.
Shareholders should note that the eLight Concert Party is free
to increase its aggregated interest to 29.99% of the Company's
issued and voting share capital without incurring an obligation
under Rule 9 of the Takeover Code.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE UNITED STATES, THE REPUBLIC OF
IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER
TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES, THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH AN
OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. 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,
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 OR FROM AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM.
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.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY OR SINGER CAPITAL MARKETS SECURITIES LIMITED AND TURNER
POPE INVESTMENTS (TPI) LTD OR ANY OF THEIR RESPECTIVE AFFILIATES,
AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS 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, OTHER THAN THE UK. PERSONS TO WHOSE
ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE
COMPANY AND SINGER CAPITAL MARKETS SECURITIES LIMITED AND TURNER
POPE INVESTMENTS (TPI) LTD TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING.
IN THE EEA THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS DIRECTED ONLY AT PERSONS (A) IN MEMBER STATES OF THE EEA WHO
ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF
THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS") OR (II) TO
WHOM IT IS OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT WITHOUT
ANY OBLIGATION TO PUBLISH A PROSPECTUS UNDER THE EU PROSPECTUS
REGULATION; AND (B) ARE OTHERWISE PERSONS TO WHOM IT MAY BE
LAWFULLY COMMUNICATED (TOGETHER "EU RELEVANT PERSONS").
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS
REGULATION ("UK QUALIFIED INVESTORS") OR (B) PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT WITHOUT ANY
OBLIGATION TO ISSUE A PROSPECTUS APPROVED BY THE FCA PURSUANT TO
THE UK PROSPECTUS REGULATION AND WHO: (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF FSMA (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (TOGETHER
"UK RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE
REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPERTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN
THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES
AFTER THE DATE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY SINGER CAPITAL MARKETS SECURITIES LIMITED OR
TURNER POPE INVESTMENTS (TPI) LTD OR ANY OF THEIR RESPECTIVE
ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS,
EMPLOYEES, OFFICERS OR ANY OTHER PERSON 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
PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR
RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
Solely for the purposes of the product governance requirements
contained within (a) EU Directive 2014/65/EU on markets in
financial instruments, as IT FORMS PART OF THE LAW OF ENGLAND AND
WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"euwa") AND AS MODIFIED BY OR UNDER DOMESTIC LAW ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, as IT FORMS PART OF THE LAW OF ENGLAND AND
WALES BY VIRTUE OF THE euwa AND AS MODIFIED BY OR UNDER DOMESTIC
LAW; and (c) local implementing measures, including but not limited
to the product governance requirements contained within the FCA
Handbook (together the "MiFID II Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise which any "manufacturer" (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are; (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within 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 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, Singer Capital Markets Securities Limited
or Turner Pope Investments (TPI) Ltd as the Joint Bookrunners
(defined below) will only procure investors who meet the criteria
of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability of appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
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.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares.
Details of the Placing Agreement and the Placing Shares
Singer Capital Markets Securities Limited (the "Lead
Bookrunner") and Turner Pope Investments (TPI) Ltd ("TPI") as joint
bookrunners (together the "Joint Bookrunners" and each a "Joint
Bookrunner") have entered into the Placing Agreement with the
Company pursuant to which, on the terms and subject to the
conditions set out in such Placing Agreement, each of the Joint
Bookrunners as agent for and on behalf of the Company, has agreed
to use their reasonable endeavours to procure Placees for the
Placing Shares at the Placing Price. The Placing is not being
underwritten by either of the Joint Bookrunners.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of the Joint
Bookrunners. The Joint Bookrunners have absolute discretion as to
whether or not to bring an action against the Company for breach of
these undertakings, warranties and indemnities.
The Joint Bookrunners have the right to terminate the Placing
Agreement in certain circumstances, details of which are set out
below.
Application for Admission
Application will be made to the London Stock Exchange for
Admission.
It is expected that Admission will take place at 8.00 a.m. on 17
September 2021 and that dealings in the Placing Shares on AIM will
commence at the same time.
Principal terms of the Placing
The Lead Bookrunner is acting as joint broker and lead
bookrunner to the Placing, as agent for and on behalf of the
Company. The Lead Bookrunner is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company
and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
the Lead Bookrunner or for providing advice in relation to the
matters described in this Announcement.
TPI is acting as joint broker and joint bookrunner to the
Placing, as agent for and on behalf of the Company. TPI is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of TPI or for providing
advice in relation to the matters described in this
Announcement.
The Joint Bookrunners are arranging the Placing severally (and
not jointly nor jointly and severally) as agents of the Company.
Participation in the Placing will only be available to persons who
may lawfully be, and are, invited by the Joint Bookrunners to
participate. Each of the Joint Bookrunners and any of their
respective affiliates are entitled to participate in the Placing as
principal.
The exact number of Placing Shares to be allocated and issued to
each Placee shall be determined by the Joint Bookrunners (in
consultation with the Company) following completion of the
Bookbuild. The Joint Bookrunners will commence the Bookbuild today
and it is expected to close no later than 4.30 p.m. on 15 September
2021 but may be closed earlier or later at the Lead Bookrunner's
discretion. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed. The number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
Each Placee's allocation of Placing Shares will be communicated
orally or by email by the relevant Joint Bookrunner to the relevant
Placee. That oral or email confirmation will give rise to an
irrevocable, legally binding commitment by such Placee, in favour
of the Joint Bookrunners and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it at the Placing
Price and otherwise on the terms and subject to the conditions set
out in this Appendix and in accordance with the Company's articles
of association. Except with the relevant Joint Bookrunner's
consent, such commitment will not be capable of variation,
revocation, termination or rescission at either the time of such
oral confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
contract note or form of confirmation issued to such Placee by the
relevant Joint Bookrunner. The contract note or form of
confirmation will set out the number of Placing Shares allocated,
the Placing Price and the aggregate amount owed by such Placee to
the relevant Joint Bookrunner. The terms of this Appendix will be
deemed incorporated in that contract note or form of
confirmation.
An offer to acquire Placing Shares which has been communicated
by a prospective Placee to either of the Joint Bookrunners which
has not been withdrawn or revoked prior to publication of this
Announcement shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement without
the consent of the relevant Joint Bookrunner.
T he Placing Price shall be payable to the Joint Bookrunners by
all Placees.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Bookrunner (as agent
for the Company), to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire and the
Company has agreed to allot and issue to that Placee.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis explained below under
"Registration and Settlement".
All obligations of the Joint Bookrunners under the Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement will not be capable of rescission or termination
by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) the Lead Bookrunner, (b) any of the Lead
Bookrunner's affiliates, agents, directors, officers, employees or
consultants, (c) to the extent not contained within (a) or (b), any
person connected with the Lead Bookrunner as defined in the FSMA
((b) and (c) being together "affiliates" and individually an
"affiliate" of Lead Bookrunner or (d) any person acting on the Lead
Bookrunner's behalf; (e) TPI, (f) any of TPI's affiliates, agents,
directors, officers, consultants (g) to the extent not contained
within (e) or (f), any person connected with TPI as defined in FSMA
((e) and (f) being together "affiliates" and individually an
"affiliate" of TPI) shall have any liability (including to the
extent permissible by law, any fiduciary duties) to any Placee or
to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither of the Joint Bookrunners nor any
of their respective affiliates shall have any liability (including,
to the extent permissible by law, any fiduciary duties) in respect
of their conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Bookrunners and the Company may
agree.
Registration and Settlement
Each Placee which has been allocated Placing Shares in the
Placing will be sent a contract note or form of confirmation by the
relevant Joint Bookrunner stating, inter alia, the number of
Placing Shares allocated to it, the Placing Price, the aggregate
amount owed by them to the relevant Joint Bookrunner.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by the relevant Joint Bookrunner in accordance with either
the standing CREST or certificated settlement instructions which
they have in place with the relevant Joint Bookrunner.
Settlement of transactions in the Placing Shares (ISIN:
GB00BJP1KD31) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST will be with respect
to the Placing Shares on a T+2 basis unless otherwise notified by
the Joint Bookrunners and is expected to occur at 8.00 a.m. on 17
September 2021.
In accordance with the contract note or form of confirmation,
settlement will be on a delivery versus payment basis.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and each of the Joint Bookrunners may agree
that the Placing Shares should be issued in certificated form.
Each of the Joint Bookrunners reserves the right to require
settlement for the Placing Shares, and to deliver the Placing
Shares to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of
their Placing Shares on their behalf and retain from the proceeds,
for the Company's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and for any stamp duty or
stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the form
of confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of each of the Joint Bookrunners under the
Placing Agreement are, and the Placing is, conditional upon, inter
alia:
1. none of the warranties or undertakings provided in the
Placing Agreement by the Company being or having become untrue,
inaccurate or misleading in any material respect at any time before
Admission and no fact or circumstance having arisen which would
constitute a material breach of any such warranties;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission;
3. the completion of the Acquisition Agreement, except only as
regards the condition relating to Admission, between the parties
thereto without amendment; and
4. Admission occurring not later than 8.00 a.m. on 17 September
2021 or such later time as the Lead Bookrunner may agree in writing
with the Company (but in any event not later than 8.00 a.m. on 1
October 2021),
(all conditions to the obligations of each of the Joint
Bookrunners included in the Placing Agreement being together, the
"Conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and the Lead Bookrunner may agree),
or the Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time, all monies received from a
Placee pursuant to the Placing shall be returned to such Placee
without interest, at the risk of the relevant Placee and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
Certain Conditions may be waived in whole or in part by the Lead
Bookrunner, in its absolute discretion and the Lead Bookrunner may
also agree in writing with the Company to extend the time for
satisfaction of any condition. Any such extension or waiver will
not affect Placees' commitments as set out in this Appendix.
The Joint Bookrunners may terminate the Placing Agreement in
certain circumstances, details of which are set out below.
None of the Joint Bookrunners, the Company nor any of their
respective affiliates, agents, consultants, directors, employees or
officers shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition to the Placing nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
the Joint Bookrunners.
Termination of the Placing
Either of the Joint Bookrunners may terminate its obligation
under the Placing Agreement, in accordance with its terms, at any
time prior to Admission if, inter alia:
1. it comes to the notice of a Joint Bookrunner that any
statement contained in this Announcement or any presentation given
in connection with the Placing, is or has become untrue, incorrect
or misleading in any respect or there is a mistake in this
Announcement or any presentation issued by or on behalf of the
Company or that matters have arisen which constitute a significant
new factor or would, if the Placing were made at that time,
constitute an omission from the terms of this Announcement or any
documentation or announcement issued or published on behalf of the
Company in connection with the Placing, or there arises any new
factor, mistake or inaccuracy relating to the information in this
Announcement or any other document or announcement issued by or on
behalf of the Company in connection with the Placing, in each case
which is, in in the opinion of either of the Joint Bookrunners,
materially prejudicial to the outcome of the Placing or
Admission;
2. it comes to the knowledge of the Joint Bookrunners that any
of the warranties in the Placing Agreement was untrue, inaccurate
or misleading when made or that any of the warranties in the
Placing Agreement would be untrue, inaccurate or misleading when
repeated at Admission or a matter has arisen which gives rise to a
claim under any of the indemnities in the Placing Agreement, in
each case which is, in in the opinion of either of the Joint
Bookrunners, materially prejudicial to the outcome of the Placing
or Admission;
3. there has been a breach of any provision of the Acquisition
Agreement by any of the parties to it (or any event has occurred or
matter arisen after the date of the Placing Agreement which would
have been such a breach if it had occurred or arisen before that
date); or
4. there has occurred any change in national or international
financial, market, industrial, economic or political conditions
(including a material deterioration in, or a material escalation in
response to, the COVID-19 pandemic) or there comes into effect any
government regulation which, in any such case, in the opinion of
either of the Joint Bookrunners (a) is likely to have a material
and adverse effect on the financial position, the business or the
prospects of the Company; or (b) renders the Placing or the
creating of a market in the Ordinary Shares temporarily or
permanently impracticable or inadvisable.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company,
or either of the Joint Bookrunners, of any right of termination or
any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the Joint
Bookrunners and that neither the Company nor the Joint Bookrunners
need make any reference to such Placee and that neither of the
Joint Bookrunners, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
No prospectus
No prospectus has been or will be submitted to be approved by
either (i) the FCA (in relation to the United Kingdom and the UK
Prospectus Regulation) or (ii) any competent authority of any
Relevant Member State (in relation to the EEA and the EU Prospectus
Regulation), in relation to the Placing or the Placing Shares and
no such prospectus is required on the basis that all offers of
Placing Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under either the UK Prospectus
Regulation or the EU Prospectus Regulation (as applicable).
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any
further terms set forth in the contract note or form of
confirmation to be sent to individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, and warrants with each of the Joint Bookrunners (for
themselves and as agents on behalf of the Company) that (save where
the Joint Bookrunners expressly agree in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained in this Appendix;
2. it is a Relevant Person and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that
are allocated to it for the purposes of its business;
3. in the case of an EU Relevant Person in a Relevant Member
State or a UK Relevant Person who acquires any Placing Shares
pursuant to the Placing:
a. it is an EU Qualified Investor or a UK Qualified Investor (as applicable); and
b. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the EU Prospectus Regulation and Regulation 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 in circumstances where either the EU
Prospectus Regulation or the UK Prospectus Regulation applies or
to, persons in any Relevant Member State or in the UK other than EU
Qualified Investors or UK Qualified Investors or in circumstances
in which the prior consent of the Joint Bookrunners has not been
given to the offer or resale; or
ii. where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA or in the UK other than EU
Qualified Investors or UK Qualified Investors, the offer of those
Placing Shares to it is not treated under the EU Prospectus
Regulation or the UK Prospectus Regulation as having been made to
such persons;
4. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the Republic of South Africa or the
Republic of Ireland, and it acknowledges and agrees that the
Placing Shares have not been and will not be registered or
otherwise qualified under the securities legislation of Australia,
Canada, Japan, the Republic of South Africa or the Republic of
Ireland and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
5. it acknowledges that no action has been or will be taken by
any of the Company, the Joint Bookrunners or any person acting on
their behalf that would, or is intended to, permit a public offer
of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is required. In
addition, the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States (or any state or other jurisdiction of the United
States) Australia, Canada, Japan, the Republic of South Africa or
the Republic of Ireland and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, Japan, the Republic of South Africa, the Republic of
Ireland or in any country or jurisdiction where any such action for
that purpose is required;
6. 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;
7. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform and
honour its obligations in relation thereto on its own behalf (and
in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this
Appendix and does so make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contained
in this Announcement on its own behalf (and in the case of a person
acting on behalf of a Placee on behalf of that Placee); and (v) is
and will remain liable to the Company and each of the Joint
Bookrunners for the performance of all its obligations as a Placee
of the Placing (whether or not it is acting on behalf of another
person);
8. it is acquiring the Placing Shares for its own account or if
it is acquiring the Placing Shares on behalf of another person it
confirms that it exercises sole investment discretion in relation
to such other person's affairs and, in particular, if it is a
pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
9. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
10. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the UK Prospectus
Regulation or the EU Prospectus Regulation; and (ii) has been or
will be prepared in connection with the Placing;
11. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
12. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that the Joint Bookrunners or any
person acting on either Joint Bookrunner's behalf may have
conducted with respect to the Company, the Placing or the Placing
Shares; or (ii) any other information given or any other
representations, statements or warranties made at any time by any
person in connection with Admission, the Company, the Placing, the
Placing Shares or otherwise;
13. neither the Joint Bookrunners, the Company or any of their
respective affiliates, agents, consultants, directors, employees,
officers or any person acting on behalf of any of them has
provided, nor will provide, it with any material regarding the
Placing Shares or the Company or any other person in addition to
the information in this Announcement; nor has it requested either
of the Joint Bookrunners, the Company, any of their respective
affiliates, agents, consultants, employees, directors or officers
or any person acting on behalf of any of them to provide it with
any such information;
14. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither of the Joint
Bookrunners, nor any of their respective affiliates, agents,
consultants, employees, directors or officers nor any persons
acting on behalf of any of them are responsible for or has or shall
have any liability for any information, representation, warranty or
statement, written or oral relating to the Company and either
contained in this Announcement or previously or concurrently
published by or on behalf of the Company. Neither of the Joint
Bookrunners will be liable for any Placee's decision to participate
in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Exchange
Information or otherwise. Neither the Joint Bookrunners, the
Company, or any of their respective affiliates, agents,
consultants, directors, employees or officers has made any
representation or warranty to the Placee, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement or the Exchange Information. Nothing in this Appendix
shall exclude any liability of any person for fraudulent
misrepresentation;
15. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained in this Announcement. It has satisfied itself
that such information is still current and is all that it deems
necessary to make an investment decision in respect of the Placing
Shares;
16. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to the relevant Joint
Bookrunner for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times
and dates set out in this Announcement or the relevant contract
note or form of confirmation, failing which the relevant Placing
Shares may be placed with others on such terms as the Joint
Bookrunners may, in their absolute discretion determine without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares on
its behalf;
17. it, or the person specified by it for registration as a
holder of the Placing Shares will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and each of the
Joint Bookrunners in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of either
of the Joint Bookrunners who will hold them as nominee on behalf of
such Placee (or the person specified by it for registration as
holder of the Placing Shares) until settlement with it in
accordance with its standing settlement instructions;
18. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax
at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the
Placing Shares, is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment,
issue or delivery of Placing Shares would give rise to such a
liability;
19. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that neither of the Joint Bookrunners has approved this
Announcement in its capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial
promotion by an authorised person;
20. it has complied and it 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 relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
21. neither of the Joint Bookrunners, the Company, any of their
respective affiliates, agents, consultants, directors, employees or
officers or any person acting on behalf of any of them are making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
nor providing advice in relation to the Placing nor in respect of
any acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of each of the Joint Bookrunners'
rights and obligations thereunder, including any rights to waive or
vary any conditions or exercise any termination right. Its
participation in the Placing is on the basis that it is not and
will not be a client of either of the Joint Bookrunners and no
Joint Bookrunner has any duties or responsibilities to it for
providing the protections afforded to its clients or customers
under the rules of the FCA, and any payment by it will not be
treated as client money governed by the rules of the FCA;
22. the Joint Bookrunners and each of their respective
affiliates, each acting as an investor for its or their own
account(s), may, in accordance with applicable legal and regulatory
provisions, bid or subscribe for and/or purchase Placing Shares
and, in that capacity, may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related
investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, the Joint Bookrunners and/or any of their respective
affiliates, acting as an investor for its or their own account(s).
Neither the Joint Bookrunners, nor the Company intends to disclose
the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
23. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or in any
Relevant Member State prior to the expiry of a period of six months
from Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purpose 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 for the
purposes of section 85(1) of FSMA or an offer to the public (within
the meaning of the EU Prospectus Regulation) in any Relevant Member
State;
24. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
25. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
26. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
27. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
28. in order to ensure compliance with the Money Laundering
Regulations 2017, the Joint Bookrunners (each for themselves and as
agent on behalf of the Company) or the Company's registrars may, in
their absolute discretion, require verification of its identity.
Pending the provision to the Joint Bookrunners or the Company's
registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at
the Joint Bookrunners' absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be
delayed at the Joint Bookrunners' or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time
after a request for verification of identity the Joint Bookrunners
(each for themselves and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, the Joint Bookrunners and/or the Company may, at their
absolute discretion, terminate their 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;
29. it acknowledges that:
a. the information that a prospective placee provides in
documents in relation to the Placing or subsequently by whatever
means which relates to the prospective placee (if they are an
individual) or a third party individual ("Personal Data") will be
held and processed by the Company (and any third party to whom it
may delegate certain administrative functions in relation to the
Company) in compliance with the relevant data protection
legislation and regulatory requirements of the United Kingdom. Such
information will be held and processed by the Company (or any third
party, functionary or agent appointed by the Company) for the
following purposes:
i. verifying the identity of the prospective placee to comply
with statutory and regulatory requirements in relation to
anti-money laundering procedures;
ii. contacting the prospective placee with information about
products and services, or its affiliates, which may be of interest
to the prospective placee;
iii. carrying out the business of the Company and the
administering of interests in the Company;
iv. meeting with the legal, regulatory, reporting and/or
financial obligations of the Company in England and Wales (and
elsewhere as required); and
v. disclosing Personal Data to other functionaries of, or
advisers to, the Company to operate and/or administer the Company's
business;
b. where appropriate it may be necessary for the Company (or any
third party, functionary or agent appointed by the Company) to:
i. disclose Personal Data to third party service providers,
agents or functionaries appointed by the Company to provide
services to prospective placees; and
ii. transfer Personal Data outside the United Kingdom into
countries or territories which do not offer the same level of
protection for the rights and freedoms of prospective placees as
the United Kingdom.
If the Company (or any third party, functionary or agent
appointed by a member of the Company) discloses Personal Data to
such a third party, agent and/or functionary and/or makes such a
transfer of Personal Data, it will use reasonable endeavours to
ensure that any third party, agent or functionary to whom the
relevant Personal Data are disclosed or transferred is
contractually bound to provide an adequate level of protection in
respect of such Personal Data; and
c. in providing such Personal Data, prospective placees will be
deemed to have agreed to the processing of such Personal Data in
the manner described above. Prospective placees are responsible for
informing any third party individual to whom the Personal Data
relates of the disclosure and use of such data in accordance with
these provisions;
30. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note or form of confirmation will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Bookrunners' conduct of the Placing;
31. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
32. it irrevocably appoints any duly authorised officer of any
of the Joint Bookrunners 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 or
purchase upon the terms of this Announcement;
33. the Company, the Joint Bookrunners and others (including
each of their respective affiliates, agents, directors, officers or
employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to the Joint Bookrunners, each on their own behalf and on
behalf of the Company and are irrevocable, and agree that if any of
the representations and agreements deemed to have been made by it
by its subscription for, or purchase of, Placing Shares, are no
longer accurate, it shall promptly notify the Company and the Joint
Bookrunners;
34. time is of the essence as regards its obligations under this
Appendix;
35. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners; and
36. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Joint
Bookrunners in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, the Joint Bookrunners and each of their respective
affiliates, agents, consultants, directors, employees and officers
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 any of the acknowledgements, agreements,
representations, undertakings and warranties given by the Placee
(and any person acting on such Placee's behalf) in this Appendix or
incurred by any Joint Bookrunner, the Company or any of their
respective affiliates, agents, consultants, directors, employees or
officers arising from the performance of the Placee's obligations
as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive completion of the
Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor the Joint Bookrunners shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and they should notify the
Joint Bookrunners accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such non-United
Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that either the Company and/or the
Joint Bookrunners have incurred any such liability to such taxes or
duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to each Joint
Bookrunner for itself and as agent on behalf of the Company and are
irrevocable and will survive completion of the Placing.
Each Placee and any person acting on behalf of the Placee
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any acknowledgements,
agreements, indemnities, representations, undertakings or
warranties in the Placing Agreement.
When a Placee or any person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
the relevant Joint Bookrunner on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under FSMA. Each Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules: as a consequence this money will not be segregated
from the relevant Joint Bookrunner's money (as applicable) in
accordance with the client money rules and will be held by it under
a Bookrunning relationship and not as trustee.
The Lead Bookrunner will rely on the CASS Delivery Versus
Payment Transaction Exemptions (CASS 6.1.12R and 7.11.14R) in
relation to shares and/or monies relating to the Placing.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing 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 Placing 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 or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Acquisition Agreement" means the agreement, dated 15 September
2021, between the Company and the existing shareholders of
Utilityteam Topco Limited pursuant to which the Company is to
acquire the entire issued share capital of Utilityteam Topco
Limited and 5% of the issued share capital of Utilityteam Trading
Limited;
"Admission" means admission of the Placing Shares and the
Consideration Shares to trading on AIM;
"AIM" means AIM, the market of that name operated by the London
Stock Exchange;
"AIM Rules" means the AIM Rules for Companies, incorporating
guidance notes, published by the London Stock Exchange as at the
date of this Announcement;
"Announcement" means this announcement including, but not
limited to, the Appendix and the information contained therein;
"Appendix" means the appendix to this Announcement;
"Bookbuild" means the book building process undertaken by the
Joint Bookrunners to determine demand for participation in the
Placing;
"Company" means eEnergy Group plc;
"Consideration Shares" means the 18,031,250 new Ordinary Shares
to be issued by the Company pursuant to the Acquisition
Agreement;
"EEA" means the European Economic Area;
"EU Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market as may be
amended from time to time;
"EU Qualified Investors" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Qualified Investor" is the singular version of that term);
"EU Relevant Persons" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"EU Relevant Person" is the singular version of that term);
"EUWA" means the European Union (Withdrawal) Act 2018;
"Exchange Information" has the meaning set out in warranty 11 of
the Appendix;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000 (as
amended from time to time);
"Joint Bookrunner s" has the meaning set out in the section of
the Appendix headed "Details of the Placing Agreement and the
Placing Shares";
"Lead Bookrunner" means Singer Capital Markets Securities
Limited;
"LIBOR" means the London Interbank Offered Rate;
"London Stock Exchange" means the London Stock Exchange plc;
"Ordinary Shares" means the ordinary shares of 0.3 pence each in
the capital of the Company;
"Placee" means a person who is invited to and chooses to
participate in the Placing by making or accepting an offer to
acquire Placing Shares;
"Placing" means the placing of the Placing Shares at the Placing
Price by the Joint Bookrunners pursuant to the terms of the Placing
Agreement;
"Placing Agreement" means the agreement dated 15 September 2021
and entered into between both of the Joint Bookrunners, Singer
Capital Markets Advisory LLP and the Company;
"Placing Price" means the price at which the Placees subscribe
for the Placing Shares priced at 15 pence per Placing Share;
"Placing Shares" means the new Ordinary Shares that the Company
will allot pursuant to the Placing;
"Regulatory Information Service" has the meaning given to it in
the AIM Rules;
"Relevant Member State" means a member state of the EEA which
has implemented the EU Prospectus Regulation;
"Relevant Persons" means UK Relevant Persons and EU Relevant
Persons;
"TPI" means Turner Pope Investments (TPI) Ltd;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"UK MAR" means the Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 as it forms part of
the law of England and Wales by virtue of section 3 of the EUWA and
as modified by or under the EUWA or other domestic law;
"UK Qualified Investors" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Qualified Investor" is the singular version of that term);
"UK Prospectus Regulation" means the Regulation (EU) 2017/1129
of the European Parliament and of the Council of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, as it forms
part of the law of England and Wales by virtue of section 3 of the
EUWA and as modified by or under the EUWA or other domestic law and
as may be amended from time to time;
"UK Relevant Persons" has the meaning given to it within the
capitalised text at the beginning of the Appendix (and accordingly
"UK Relevant Person" is the singular version of that term);
"US" means the United States of America; and
"US Securities Act" means the US Securities Act of 1933, as
amended from time to time.
[1] Adjusted for revenue, cost and provision adjustments (see
"Overview of Utility Team" in "Further Information" below for
detailed reconciliation).
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
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END
MSCLAMBTMTIBBMB
(END) Dow Jones Newswires
September 15, 2021 07:44 ET (11:44 GMT)
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