TIDMADT
RNS Number : 6756D
AdEPT Technology Group PLC
21 February 2020
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN ADEPT
TECHNOLOGY GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION ("MAR"). UPON THE PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
21 February 2020
AdEPT Technology Group plc
("AdEPT", the "Company" or the "Group")
Proposed placing and subscription to raise gross proceeds up to
GBP4.0 million
AdEPT Technology Group plc (AIM: ADT) one of the UK's leading
independent providers of managed services for IT, unified
communications, connectivity, voice and cloud services, announces
its intention to conduct a non pre-emptive placing of up to
1,242,187 new Ordinary Shares (the "Placing Shares") at a price of
320 pence per Placing Share (the "Issue Price") to certain existing
shareholders and institutional and other investors by way of an
accelerated bookbuild which will be launched immediately following
release of this announcement (the "Placing"). This is alongside a
proposed subscription of new ordinary shares by certain Directors
of the Company (the "Subscription") for 7,813 new Ordinary Shares
("Subscription Shares") at the Issue Price detailed further in this
announcement.
The total number of Placing Shares and Subscription Shares
(together the "New Shares") will be issued under the existing
authorities which were granted at the Annual General Meeting held
on 25 September 2019. The Placing and Subscription are therefore
not subject to shareholder approval.
Net proceeds of the Placing and Subscription will be used in
support of the Company's stated strategy to reduce indebtedness,
finance potential acquisition opportunities, accelerate Project
Fusion "One AdEPT" and for ongoing working capital requirements .
Alongside the delivery of long term, sustainable organic growth,
the Board believes that selective acquisitions will continue to
provide an expedited route to growth. This may be to accelerate
product and technology capability and / or broaden AdEPT's
geographic footprint. Any acquisition activity would be judged
against defined strategic, operational, financial and cultural
criteria before being considered for further investigation.
Strategy
Since 2015, the Board has successfully pursued a strategy of
building AdEPT so that it can offer one-stop converged delivery of
IT and communications infrastructure and services to its broad
range of customers. In part, this has been achieved by the
acquisition and integration of a number of companies around the UK
which have brought complementary services and skills to the
Group.
In addition, there is an ongoing focus on delivering organic
growth year on year, particularly through; increasing the size of
opportunities AdEPT is able to win, deploying a greater range of
capability to both new and existing customers, leveraging AdEPT's
strong supplier relationships, capitalising on AdEPT's supplier
status in various public sector frameworks and benefitting from its
relationships with major UK network operators.
There are 6 key strategic areas of focus with the aim of
delivering long term value for the Company's shareholders:
-- Customers
Through 'Project Fusion' improve the service and range of
capability provided to customers and the efficiency of the
business.
-- Partners
Continuously evolve strong partner relationships to ensure the
delivery of beneficial combined solutions to customers.
-- Enhancing Intellectual Property
Building out the AdEPT Education Suite for the benefit of both
education and commercial clients, together with the evolution of
AdEPT Nebula to ensure this combined capability can be cost
effectively, and elegantly, deployed.
-- Building upon Market Expertise
Capitalising on the experience within the Education, Health,
Commercial and Public sectors, and the technical expertise in
Telephony, Networking and IT markets.
-- Frameworks
Utilising approved supplier status on Government procurement
frameworks to further develop existing public sector relationships
and forge new partnerships with public sector customers.
-- Acquisitions
Acquiring complementary businesses that either increase
economies of scale for AdEPT or broaden the proposition that can be
delivered to customers.
Acquisitions are a key component of the AdEPT strategy and the
Board believes that there is significant opportunity and value to
be found in the highly fragmented UK managed services sector within
the ICT arena. There is continuous evaluation of potential
strategic acquisitions which should complement the existing
business whilst adding shareholder value.
Alongside, the Board pursues rigorous discipline in financial
and operational management and the Directors are of the opinion
that the recent and ongoing One AdEPT initiative (christened
'Project Fusion') has heralded the integration of the different
Group operations into an efficient single operating platform,
across sales, marketing, internal systems and brand
development.
Current Trading
The Company announced on 12 November 2019 interim results for
the six months ended 30 September 2019. Revenue increased by 26% to
GBP30.8 million driven by the acquisition of Advanced Computer
Systems Group Limited and full 6-month contributions from
acquisitions in previous periods. EBITDA increased by 18% to GBP6.1
million. Adjusted profit after tax increased by 4% to GBP3.9
million, resulting in a 4% increase to adjusted fully diluted EPS
to 15.3 pence. An interim dividend of 5.10 pence was declared,
representing a 4% increase over the comparative period. Reported
EBITDA to pre-tax cash from operating activities was 90%, with the
senior net debt of GBP31.5 million at 30 September 2019.
The Company expects to announce full year results for the year
ending 31 March 2020 in July 2020. The Group is currently trading
in line with consensus market expectations. The Board expects to
recommend a final dividend with the March 2020 full year
results.
Details of the Placing
Cantor Fitzgerald Europe is acting as Sole Bookrunner in
connection with the Placing. The Placing is being conducted by way
of an accelerated bookbuild process (the "Bookbuild") and will be
launched immediately following the release of this announcement
(the "Announcement"), in accordance with the terms and conditions
set out in the Appendix to this Announcement (the "Appendix").
The final number of Placing Shares will be agreed by Cantor
Fitzgerald Europe and AdEPT at the close of the Bookbuild, and the
result of the Placing will be announced as soon as practicable
thereafter. The timing for the close of the Bookbuild and
allocation of the Placing Shares shall be at the discretion of
Cantor Fitzgerald Europe in consultation with the Company. The
Placing is not underwritten.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares pursuant to the
Bookbuild, investors will be deemed to have read and understood
this Announcement (including the Appendix) in its entirety and to
be making such offer on the terms and subject to the conditions in
such announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix. Your
attention is drawn to the detailed terms and conditions of the
Placing set out in the Appendix to this Announcement.
The Placing is conditional upon, inter alia, Admission becoming
effective. The Placing is also conditional upon the placing
agreement between the Company and Cantor Fitzgerald Europe (the
"Placing Agreement") becoming unconditional and not being
terminated. Further details of the Placing Agreement can be found
in the terms and conditions of the Placing contained in the
Appendix to this Announcement (which forms part of the
Announcement).
Application has been be made to the London Stock Exchange for
the New Shares to be admitted to trading on AIM. Admission is
expected to become effective and dealings in such shares are
expected to commence at 8.00 a.m. on 25 February 2020. The New
Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends or other distributions
made, paid or declared in respect of such shares after the date of
issue of the New Shares.
Details of the Subscription
The following directors of the Company intend to participate in
the Subscription and subscribe for the following:
Director Subscription Shares
Phil Race, Chief Executive Officer 7,813
--------------------
The Subscription is conditional upon completion of the
Placing.
The Appendix, which forms part of this Announcement, sets out
further information relating to the Bookbuild and the terms and
conditions of the Placing.
AdEPT Technology Group Plc
Phil Race, Chief Executive 07798 575 338
John Swaite, Finance Director 01892 550 243
Cantor Fitzgerald Europe
Nominated Adviser & Broker
Phil Davies, Will Goode, Adam Dawes (Corporate
Finance)
Caspar Shand Kydd, Arthur Gordon, Masie
Atkinson (Sales) 020 7894 7000
The person responsible for arranging release of this information
is John Swaite, Finance Director of the Company.
Overview of AdEPT Technology Group plc
AdEPT is a UK provider of managed services for IT, unified
communications, connectivity, voice and cloud services. The Company
has a long-established customer base in 4 strategic sectors:
Education, Health, Commercial and the Public Sector. AdEPT's
tailored services are used by customers across the UK and are
brought together through strategic relationships with tier-1
suppliers such as Openreach (a functional Division of BT), BT
Wholesale, Talk Talk, Gamma, Avaya, Microsoft and Dell.
AdEPT combines multi-product solutions from a number of
communications and IT partners to provide tailored solutions to
meet the specific requirements of customers. AdEPT is widely
recognised as a multi-site multi product specialist, with thousands
of customers taking a range of products. AdEPT is increasingly
focused on customers who can benefit from AdEPT's ability to
provide a fully unified communication, network and IT solution
(ICT).
Important Notice
This announcement, including the Appendix (together, the
"Announcement"), and the information contained herein is not for
release, publication or distribution, directly or indirectly, in
whole or in part, in or into or from the United States, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions"). The Placing Shares have not been and will not be
registered under the United States Securities Act of 1933 (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, or transferred, directly or indirectly, in or into the United
States absent registration under the Securities Act or an available
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and, in each case, in compliance
with the securities law of any state or any other jurisdiction of
the United States. No public offering of the Placing Shares is
being made in the United States. The Placing Shares are being
offered and sold outside the United States in "offshore
transactions" within the meaning of Regulation S under the
Securities Act. Persons receiving this Announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing. This Announcement does not constitute or form part of
an offer to sell or issue or a solicitation of an offer to buy,
subscribe for or otherwise acquire any securities in any
jurisdiction including, without limitation, the Restricted
Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the
information contained in it is not for publication or distribution,
directly or indirectly, to persons in a Restricted Jurisdiction
unless permitted pursuant to an exemption under the relevant local
law or regulation in any such jurisdiction.
No action has been taken by the Company, Cantor Fitzgerald
Europe, or any of their respective directors, officers, partners,
agents, employees or affiliates that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129), as amended (the
"Prospectus Regulation"), (B) if in the United Kingdom, persons who
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "FPO") or fall
within the definition of "high net worth companies, unincorporated
associations etc" in article 49(2)(a) to (d) of the FPO and (ii)
are "qualified investors" as defined in section 86 of the Financial
Services and Markets Act 2000, as amended ("FSMA") or (C) persons
to whom it may otherwise lawfully be communicated (each, a
"Relevant Person"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Certain statements in this Announcement are forward-looking
statements which are based on the Group's expectations, intentions
and projections regarding its future performance, anticipated
events or trends and other matters that are not historical facts.
These forward-looking statements, which may use words such as
"aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Group's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by the UK Financial Conduct Authority ("FCA"), the
London Stock Exchange or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the
Company and for no one else in connection with the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Cantor Fitzgerald Europe or
for providing advice in relation to the Placing, or any other
matters referred to in this Announcement.
This Announcement has been issued by and is 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 or on
behalf of the Company (except to the extent imposed by law or
regulations), Cantor Fitzgerald Europe or by their affiliates or
their respective agents, directors, officers and employees as to,
or in relation to, the contents of this Announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by any of them, or on their behalf,
the Company or any other person in connection with the Company, the
Placing or Admission or for any other written or oral information
made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
Each of Cantor Fitzgerald Europe and their respective affiliates
and agents disclaims to the fullest extent permitted by law all and
any responsibility or liability whatsoever, whether arising in
tort, contract or otherwise, which it might otherwise have in
respect of this Announcement or any such statement.
The New Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than to trading on
AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION
CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO
APPROVED.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129, AS
AMED FROM TIME TO TIME) (THE "PROSPECTUS REGULATION") ("QUALIFIED
INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO
ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (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 (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, DOES NOT
ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE
ON, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA, AND MAY NOT BE OFFERED,
SOLD, RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR
ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN
JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT
COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH
RESTRICTIONS.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (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 the 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 should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Sole Bookrunner 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 or 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.
Persons who are invited to and who choose to participate in the
Placing by making an oral or written offer to acquire Placing
Shares, including any individuals, funds or others on whose behalf
a commitment to acquire Placing Shares is given (the "Placees"),
will be deemed: (i) to have read and understood this Announcement,
including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares on the terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.
In particular each such Placee represents, warrants and
acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
c) it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
d) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, any Placing Shares
acquired by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other
than an offer or resale to Qualified Investors in a member state of
the EEA, or in circumstances in which the prior consent of the Sole
Bookrunner has been given to each such proposed offer or
resale.
Details of the Placing Agreement, the Placing Shares and the
Bookbuild
Cantor Fitzgerald Europe is acting as Sole Bookrunner in
connection with the Placing and has entered into the Placing
Agreement with the Company under which it has conditionally agreed
to use its reasonable endeavors to procure Placees to take up the
Placing Shares, on the terms and subject to the conditions set out
therein and in this Appendix. The Placing is not being
underwritten.
Cantor Fitzgerald Europe will today commence the bookbuilding
process to determine demand for participation in the Placing by
potential Placees. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
The Sole Bookrunner shall be entitled to effect the Placing by
such alternative method to the Bookbuild as it may, in its absolute
discretion following consultation with the Company, determine.
The Placing Shares will, as from the date when they are issued,
be fully paid up and rank pari passu in all respects with the
Existing Ordinary Shares then in issue.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission "). It
is expected that Admission will become effective and that dealings
in the Placing Shares will commence at 8.00 a.m. on 25 February
2020.
Participation in, and principal terms of, the Placing
1. The Sole Bookrunner is arranging the Placing as agent of the
Company for the purpose of procuring Placees at the Issue Price for
the Placing Shares.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Sole Bookrunner. The Sole Bookrunner and its affiliates are
entitled to enter bids as principal in the Bookbuild.
3. The final number of Placing Shares will be agreed between the
Sole Bookrunner and the Company following completion of the
Bookbuild. The final number of Placing Shares to be issued will be
announced on a Regulatory Information Service following completion
of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual
sales contact at the Sole Bookrunner. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Issue Price. Bids may be scaled down on the
basis referred to in paragraph 7 below.
5. The Bookbuild is expected to close no later than 4.30 p.m.
(London time) on 21 February 2020, but may be closed earlier or
later, at the discretion of the Sole Bookrunner. The Sole
Bookrunner may, in agreement with the Company, accept bids (either
in whole or in part) that are received after the Bookbuild has
closed.
6. Each Placee's allocation will be confirmed to Placees orally
by the Sole Bookrunner following the close of the Bookbuild, and a
trade confirmation or contract note will be dispatched as soon as
possible thereafter. The terms of this Appendix are deemed to be
incorporated in the form of confirmation. The Sole Bookrunner's
oral confirmation to such Placee will constitute an irrevocable
legally binding commitment upon such person (who will at that point
become a Placee) in favour of the Sole Bookrunner and the Company,
pursuant to which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay or procure payment of the
relevant Issue Price in respect of such shares on the terms and
conditions set out in this Appendix and in accordance with the
Company's corporate documents.
7. Subject to paragraphs 3 and 4 above, after consultation with
the Company as to the allocation of the Placing Shares to Placees,
the Sole Bookrunner will, in effecting the Placing, determine the
identity of the Placees and the basis of allocation of the Placing
Shares.
8. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and, after confirmation (oral or
otherwise) by the Sole Bookrunner, will be legally binding on the
Placee on behalf of which it is made and except with the Sole
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the Sole Bookrunner, to pay or procure payment to it (or as it may
direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares that such Placee has
agreed to acquire.
9. Except as required by law or regulation, no press release or
other announcement will be made by the Sole Bookrunner or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable and permissible by law)
waiver of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement".
12. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by the Sole Bookrunner.
13. To the fullest extent permissible by law, neither the Sole
Bookrunner, the Company nor any of their respective affiliates or
persons acting on behalf of any of them shall have any
responsibility or liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither the Sole Bookrunner, nor the Company, nor any of their
respective affiliates or persons acting on behalf of any of them
shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Sole
Bookrunner's conduct of the Bookbuild or of such alternative method
of effecting the Placing as the Sole Bookrunner and the Company may
agree. Nothing in this paragraph excludes liability of any person
for fraud or fraudulent misrepresentation made by that person.
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 Sole Bookrunner's obligations under the Placing
Agreement are conditional on certain conditions, including inter
alia:
a) the Company having complied with certain specified
obligations under the Placing Agreement (to the extent such
obligations fall to be performed prior to Admission) including the
Company allotting, conditional on Admission, the Placing Shares
subject to the Articles;
b) the delivery by the Company to the Sole Bookrunner of certain
documentary conditions precedent; and
c) Admission of the Placing Shares occurring at 8:00 a.m.
(London time) on 25 February 2020 (or such later time and/or date,
not being later than 8:00 a.m. (London time) on 11 March 2020, as
the Company and the Sole Bookrunner may otherwise agree).
If: (i) any of the conditions contained in the Placing Agreement
in relation to Admission, including those described above, are not
fulfilled or (where applicable and permissible by law) waived or
extended in writing by the Sole Bookrunner by the relevant time or
date specified (or such later time or date as the Company and the
Sole Bookrunner may agree); or (ii) prior to Admission the Placing
Agreement is terminated in accordance with its terms including,
inter alia, in the circumstances specified below, the Placing will
lapse and the Placees' rights and obligations hereunder in relation
to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by it in respect
thereof.
The Sole Bookrunner may, at its discretion, extend the time for
satisfaction of, or, where applicable and permissible by law, waive
compliance by the Company with, the whole or any part of certain of
the Company's obligations in relation to the conditions in the
Placing Agreement. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
The Sole Bookrunner shall have no liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision it may make as to the
satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Sole Bookrunner.
During the period of 40 days after the later of the commencement
of the Placing and the closing of the Placing, the Placing Shares
may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (other than
Placing Shares sold pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act) and an offer or sale of the Placing Shares within
the United States during this period by any dealer (whether or not
participating in the Placing) may violate the registration
requirements of the Securities Act, if such offer or sale is made
otherwise than pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Terms used in this paragraph have the respective meanings
given to them by Regulation S under the Securities Act.
Right to terminate under the Placing Agreement
Cantor Fitzgerald Europe may, after having to the extent
practicable in the circumstances consulted with the Company, at any
time before Admission of the Placing Shares terminate the Placing
and the Placing Agreement in accordance with its terms in certain
limited circumstances including, inter alia, if:
a) any statement contained in the Placing documents has, in the
opinion of the Sole Bookrunner (acting reasonably), been discovered
to be untrue, incorrect or misleading or that there has been a
material omission therefrom; or
b) there has, in the opinion of the Sole Bookrunner (acting
reasonably), been a breach of any of the warranties or any other
obligations on the part of the Company under the Placing
Agreement.
Cantor Fitzgerald Europe may also terminate the Placing and
Agreement, in accordance with its terms if, at any time prior to
Admission of the Placing Shares, inter alia, there happens,
develops or comes into effect:
a) any occurrence of any kind which (by itself or together with
any other such occurrence) in the Sole Bookrunner's reasonable
opinion is likely to materially and adversely affect the market's
position or prospects of the Group taken as a whole; or
b) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in the reasonable opinion of the
Sole Bookrunner is materially adverse to the Placing.
By participating in the Placing, Placees agree that the exercise
by Cantor Fitzgerald Europe of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Cantor Fitzgerald Europe (acting in accordance with
the terms of the Placing and Agreement) and that it need not make
any reference to, or consult with, Placees and that it shall have
no liability to Placees whatsoever in connection with any such
exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) released by the Company today and subject to the further
terms set forth in any contract note to be provided to individual
Placees. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement (including this
Appendix) and all other publicly available information previously
published by the Company by notification to a Regulatory
Information Service is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or
on behalf of the Company or Sole Bookrunner or any other person and
neither the Company nor the Sole Bookrunner nor any other person
will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Group in accepting a participation in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraud or
fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B0WY3Y47) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST").
Subject to certain exceptions, the Sole Bookrunner and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares (or any part thereof) to Placees by such other means
that they deem necessary if delivery or settlement is not possible
or practicable within the CREST system within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation in accordance with the standing arrangements
in place with Cantor Fitzgerald Europe stating the number of
Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to the Sole Bookrunner and settlement
instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the Placing Shares that it has in place
with Cantor Fitzgerald Europe.
It is expected that settlement for the Placing Shares will be on
25 February 2020 in accordance with the instructions set out in the
trade confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Sole Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Sole Bookrunner's account and
benefit, an amount equal to the aggregate amount owed by the
Placee. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
penalties) or other similar taxes imposed in any jurisdiction which
may arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any
interests and penalties relating thereto) is payable in respect of
the allocation, allotment, issue, sale, transfer or delivery of the
Placing Shares (or, for the avoidance of doubt, if any stamp duty
or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither the Sole Bookrunner or the Company shall be responsible for
the payment thereof.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably:
1. represents and warrants that it has read and understood the
Announcement, including this Appendix, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. acknowledges that no offering document or prospectus has been
or will be prepared in connection with the Placing and represents
and warrants that it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares;
3. acknowledges that the Placing does not constitute a
recommendation or financial product advice and that the Sole
Bookrunner has had no regard to its particular objectives,
financial situation or needs;
4. acknowledges that none of the Sole Bookrunner, the Company,
any of their respective affiliates, agents, directors, officers or
employees has provided, nor will provide, it with any material
regarding the Placing Shares or the Company other than this
Announcement; nor has it requested any of the Sole Bookrunner, the
Company, any of their respective affiliates or any person acting on
behalf of any of them to provide it with any such information;
5. acknowledges that the Existing Ordinary Shares are listed on
AIM and that the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices under the AIM Rules, which includes a description of the
Company's business and the Company's financial information,
including balance sheets and income statements, and that it is able
to obtain or access such information, or comparable information
concerning other publicly traded companies, in each case without
undue difficulty;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither the
Sole Bookrunner, nor its affiliates or any person acting on behalf
of it, has or shall have any liability for any information,
representation or statement contained in, or omission from, this
Announcement or any information previously published by or on
behalf of the Company, pursuant to applicable laws, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a Regulatory Information Service, such information
being all that such Placee deems necessary or appropriate and
sufficient to make an investment decision in respect of the Placing
Shares and that it has neither received nor relied on any other
information given, or representations, warranties or statements
made, by the Sole Bookrunner or the Company nor any of their
respective affiliates, agents, directors, officers or employees and
the Sole Bookrunner or the Company or any such affiliate, agent,
director, officer or employee will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement, provided that nothing in this paragraph excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
7. acknowledges and agrees that it may not rely, and has not
relied, on any investigation that the Sole Bookrunner, any of its
affiliates or any person acting on its behalf, may have conducted
with respect to the Placing Shares or the Company, and none of such
persons has made any representation, express or implied, with
respect to the Company, the Placing Shares or the accuracy,
completeness or adequacy of the information in this Announcement or
any other publicly available information; each Placee further
acknowledges that it has conducted its own investigation of the
Company and made its own assessment of the Placing Shares and has
received all information it believes necessary or appropriate in
connection with its investment in the Placing Shares;
8. acknowledges that it has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the
Placing Shares;
9. acknowledges that none of the Sole Bookrunner, its affiliates
nor any person acting on behalf of any of them has or shall have
any liability for any information made publicly available by or in
relation to the Company or any representation, warranty or
statement relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraud or fraudulent misrepresentation
made by that person;
10. represents and warrants that (i) it is and, at the time the
Placing Shares are subscribed for, will be outside the United
States and subscribing for the Placing Shares in an "offshore
transaction" in accordance with Rule 903 or Rule 904 of Regulation
S; (ii) if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings and
acknowledgements herein on behalf of each such person; (iii) it is
not acquiring the Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S or as a result of any
"general solicitation" or "general advertising" within the meaning
of Rule 502(c) of Regulation D of the Securities Act; and (iv) it
will not publish, distribute or transmit this Announcement or any
other document or information related to the Placing, by any means
or media, directly or indirectly, in whole or in part, in or into
or from the United States;
11. acknowledges that it understands that the Placing Shares
have not been, and will not be, registered under the Securities Act
and may not be offered, sold, resold or transferred, directly or
indirectly, in or into or from the United States, except in
accordance with Regulation S or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
12. acknowledges that in making any decision to acquire Placing
Shares it (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks
of subscribing for or purchasing the Placing Shares, (ii) will not
look to the Sole Bookrunner for all or part of any loss it may
suffer as a result of any such subscription or purchase, (iii) is
experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to
bear, the economic risk of an investment in the Placing Shares,
(iv) is able to sustain a complete loss of an investment in the
Placing Shares and (v) has no need for liquidity with respect to
its investment in the Placing Shares;
13. undertakes, unless otherwise specifically agreed with the
Sole Bookrunner, that it is not and at the time the Placing Shares
are acquired, neither it nor the beneficial owner of the Placing
Shares will be, a resident of Australia, Canada, Japan or South
Africa and further acknowledges that the Placing Shares have not
been and will not be registered under the securities legislation of
Australia, Canada, Japan or South Africa and, subject to certain
exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into any of those
jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer Placing Shares into a clearance service;
15. represents and warrants that it has complied with its
obligations: (i) under the Criminal Justice Act 1993 and the Market
Abuse Regulation (EU 596/2014); (ii) in connection with the laws of
all relevant jurisdictions which apply to it and it has complied,
and will fully comply, with all such laws (including where
applicable, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017) and that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering
produced by the FCA and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations; and it is permitted to subscribe for
Placing Shares in accordance with the laws of all relevant
jurisdictions which apply to it and it has have complied, and will
fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended) and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations
2017);
16. where a Placee is acting as agent for discretionary managed
clients, the Sole Bookrunner and the Company acknowledge that:
a) the Placee is acting at all times as agent for and on behalf
of certain discretionary managed clients of whom it has
discretionary management authority (the "Funds");
b) the Placee shall have no liability as principal to acquire
and pay for the Placing Shares allocated to it as agent for and on
behalf of the Funds or in respect of each Fund's obligations under
the Placing who will hold the Placing Shares through a custodian;
and
c) all representations, warranties and undertakings are given by
the Placee as agent and not as principal.
For the avoidance of doubt, nothing in these terms and
conditions is intended to create joint and several liability
between the Funds. The Sole Bookrunner and the Company acknowledge
and agree that any liabilities of a Fund incurred hereunder shall
be limited to the property of that Fund and under no circumstances
shall there be recourse to the assets of any other fund within the
same umbrella as the Fund or any other Fund in respect of those
liabilities;
17. represents and warrants that it is acting as principal only
in respect of the Placing or, if it is acting for any other person
it is duly authorised to do so and has full power to make the
acknowledgments, warranties, representations, undertakings, and
agreements herein on behalf of each such person;
18. if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, represents, warrants and
undertakes that the Placing Shares purchased by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in a Member State of the EEA other than Qualified
Investors, or in circumstances in which the prior consent of the
Sole Bookrunner has been given to the offer or resale;
19. represents, warrants and undertakes that it has not offered
or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of the FSMA;
20. represents, warrants and undertakes that it has not offered
or sold and will not, prior to Admission, offer or sell any Placing
Shares to persons in the EEA except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public
(within the meaning of the Prospectus Regulation) in any member
state of the EEA;
21. represents, warrants and undertakes that it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which
section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
22. represents, warrants and undertakes that it has complied and
will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
23. represents and warrants, if in a member state of an Economic
Area, unless otherwise specifically agreed with the Sole Bookrunner
in writing, that it is a "Qualified Investor";
24. represents and warrants, if in the United Kingdom, that it
is a person (i) having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
this Announcement may otherwise lawfully be communicated;
25. acknowledges and agrees that no action has been or will be
taken by either the Company or the Sole Bookrunner or any person
acting on behalf of the Company or the Sole Bookrunner that would,
or is intended to, permit a public offer of the Placing Shares in
any country or jurisdiction where any such action for that purpose
is required;
26. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has fully observed such laws
and obtained all such governmental and other guarantees, permits,
authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in
the case of any person on whose behalf it is acting, all necessary
consents and authorities to agree to the terms set out or referred
to in this Appendix) and will honour such obligations and that, to
the best of its knowledge and belief it has not taken any action or
omitted to take any action which will or may result in the Sole
Bookrunner, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the
legal or regulatory requirements of any jurisdiction in connection
with the Placing;
27. undertakes that it (and any person acting on its behalf)
will make or procure payment in respect of the Placing Shares
allocated to it in accordance with this Appendix on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other acquirers or sold as the Sole Bookrunner
may in its sole discretion determine and without liability to such
Placee, who will remain liable for any amount by which the net
proceeds of such sale fall short of the product of the relevant
Issue Price and the number of Placing Shares allocated to it and
may be required to bear any stamp duty, stamp duty reserve tax or
other similar taxes (together with any penalties) which may arise
upon such placing or sale of such Placee's Placing Shares;
28. acknowledges neither the Sole Bookrunner, nor any of its
affiliates, agents, directors, officers or employees are making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that its participation in the Placing is on the basis that it
is not and will not be a client of the Sole Bookrunner in
connection with its participation in the Placing and that the Sole
Bookrunner has no duty nor responsibility to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
29. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither the Sole Bookrunner
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement;
30. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to the terms and conditions
set out in this Appendix, and all non-contractual or other
obligations arising out of or in connection with them, shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract (including any dispute regarding
the existence, validity or termination of such contract or relating
to any non-contractual or other obligation arising out of or in
connection with such contract), except that enforcement proceedings
in respect of the obligation to make or procure payment for the
Placing Shares may be taken by either the Company or the Sole
Bookrunner in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
31. except as set out in clause 33 below, represents and
warrants that it has neither received nor relied on any 'inside
information' (for the purposes of MAR and section 56 of the
Criminal Justice Act 1993) concerning the Company prior to or in
connection with accepting the invitation to participate in the
Placing and is not purchasing Placing Shares on the basis of
material non-public information;
32. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (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;
33. represent, warrants and undertakes that its purchase of
Placing Shares is in full compliance with applicable laws and
regulations;
34. agrees that the Company, the Sole Bookrunner and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements, agreements, and undertakings which are given to
the Sole Bookrunner on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises the Company and
the Sole Bookrunner to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
35. acknowledges that neither the Company nor the Sole
Bookrunner owes any fiduciary or other duties to any Placee in
respect of any acknowledgments, confirmations, undertakings,
representations, warranties or indemnities in the Placing
Agreement; and
36. acknowledges and agrees that its commitment to take up
Placing Shares on the terms set out in this Announcement (including
this Appendix) will continue notwithstanding any amendment that may
now or in the 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
or the Sole Bookrunner's conduct of the Placing.
The foregoing representations, warranties, agreements,
undertakings, acknowledgements and confirmations are given for the
benefit of the Company as well as the Sole Bookrunner and are
irrevocable.
The agreement to allot and issue Placing Shares to Placees
(and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement also assumes that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into
a clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor the Sole Bookrunner will
be responsible and the Placees shall indemnify the Company and the
Sole Bookrunner on an after-tax basis for any stamp duty or stamp
duty reserve tax paid by them in respect of any such arrangements
or dealings. If this is the case, each Placee should seek its own
advice and notify the Sole Bookrunner accordingly. Placees are
advised to consult with their own advisers regarding the tax
aspects of their subscription for Placing Shares.
The Company and the Sole Bookrunner are not liable to bear any
transfer taxes that arise on a sale of Placing Shares subsequent to
their acquisition by Placees or for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee
should, therefore, take its own advice as to whether any such
transfer tax liability arises and notify the Sole Bookrunner
accordingly. Furthermore, each Placee agrees to indemnify on an
after-tax basis and hold the Sole Bookrunner and the Company and
their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve
tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK 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.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Sole Bookrunner or any of its
affiliates may, at its absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Sole Bookrunner, any money held in an account with
the Sole Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the Sole
Bookrunner's money in accordance with the client money rules and
will be used by the Sole Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of the
Sole Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Sole Bookrunner shall notify the Placees and any
person acting on behalf of the Placees of any changes.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
Act the Companies Act 2006 (as amended)
Admission admission of the New Ordinary Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules
AIM the market of that name operated by
the London Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange as amended
from time to time
Articles the articles of association of the
Company in force at the date of this
document
Board or Directors the directors of the Company, as at
the date of this Announcement
Cantor Fitzgerald, Nominated Cantor Fitzgerald Europe, the Company's
Adviser or Sole Bookrunner Nominated Adviser and sole bookrunner
in respect of the Placing
certificated or in certificated in relation to a share or other security,
form a share or other security that is
not in uncertificated form, that is
not in CREST
Company or AdEPT AdEPT Technology Group plc, a company
incorporated in England and Wales
with company number 4682431 whose
registered office is at One Fleet
Place, London, EC4M 7WS
CREST the relevant system (as defined in
the CREST Regulations) for the paperless
settlement of share transfers and
the holding of shares in uncertificated
form in respect of which Euroclear
is the Operator (as defined by the
CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001-No. 3775), as amended
EU the European Union
Euroclear Euroclear UK & Ireland Limited, the
operator of CREST
Existing Ordinary Shares the 23,701,832 Ordinary Shares in
issue as at the date of this document
being the entire issued share capital
of the Company prior to the Placing
and Subscription
FCA the Financial Conduct Authority of
the UK
FSMA the Financial Services and Markets
Act 2000 (as amended)
Group the Company, its subsidiaries and
its subsidiary undertakings
Issue Price 320 pence per Placing Share and Subscription
Share
London Stock Exchange London Stock Exchange plc
New Shares the Placing Shares and Subscription
Shares
Ordinary Shares ordinary shares of ten pence each
in the capital of the Company having
the rights and being subject to the
restrictions contained in the Articles
Placees any person who has agreed to subscribe
for Placing Shares
Placing the placing by Cantor Fitzgerald,
as agent of and on behalf of the Company,
of Placing Shares at the Issue Price
on the terms and subject to the conditions
in the Placing Agreement
Placing Agreement the conditional agreement dated 20
February 2020 between the Company
and Cantor Fitzgerald, a summary of
which is set out in the Appendix of
this Announcement
Placing Shares the 1,242,187 Ordinary Shares to be
issued pursuant to the Placing
Prospectus Rules the Prospectus Rules made in accordance
with EU Prospectus Regulation ((EU)
2017/1129) in relation to offers of
securities to the public and admission
of securities to trading on a regulated
market
Restricted Jurisdictions the United States, Australia, Canada,
Japan, the Republic of South Africa
and any other jurisdiction where the
extension or availability of the would
breach any applicable law
Subscription the direct subscription for the Subscription
Shares
Subscription Shares the 7,813 new Ordinary Shares to be
subscribed for by certain Directors
of the Company
Shareholders registered holders of Ordinary Shares
UK the United Kingdom of Great Britain
and Northern Ireland
US or United States the United States of America, its
territories and possessions, any state
of the United States and the District
of Columbia
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEFLFVAFEIIFII
(END) Dow Jones Newswires
February 21, 2020 02:00 ET (07:00 GMT)
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