TIDMWAND
RNS Number : 7282P
WANdisco Plc
11 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,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
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT
SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this Announcement, this inside information is now considered to be
in the public domain.
11 June 2020
WANdisco plc
("WANdisco" or the "Company")
Proposed Placing of New Ordinary Shares
WANdisco plc (AIM: WAND), the LiveData company for machine
learning and AI, announces its intention to raise a minimum of $25
million by way of a non pre-emptive placing (the "Placing") of
approximately 3,041,880 new ordinary shares of 10 pence each in the
capital of the Company (the "Placing Shares") at a price of 650
pence (the "Placing Price") per Placing Share. The Placing Shares
would represent approximately 6.3 per cent. of the Company's
current issued ordinary share capital.
The Placing, which is being conducted by way of an accelerated
bookbuilding process (the "Bookbuild") available to qualifying new
and existing investors, will be launched immediately following this
announcement.
Highlights
-- Placing to raise a minimum of $25 million by way of a non
pre-emptive placing
-- Net proceeds to be used to strengthen the Group's balance
sheet and to provide further working capital alongside the
optionality to accelerate the Company's growth ambitions and
to pursue near term opportunities with channel partners
-- Additional liquidity will allow the Group to deliver significant
scale through capitalising upon strong operational momentum,
including the public launch of the Microsoft Azure LiveData
Platform and a global reseller agreement with a large global
systems integrator
-- The Group continues to work towards becoming run rate break
even by capitalising on the opportunity for customers to move
their data through the Microsoft Azure LiveData Platform,
that will continue to scale in revenue attribution over time
Background to the Placing and use of proceeds
Further to this afternoon's full year results announcement,
WANdisco continues to deliver on its strategic goals underpinned by
its patented WANdisco Fusion ("Fusion") data replication technology
and its WANdisco LiveData platform ("LiveData"). The Company plans
to use the proceeds from the Placing (the "Proceeds") to capitalise
on its strong operational momentum over the last year and to
further accelerate its growth ambitions.
In 2019, the Company delivered on its primary strategic goal
through cementing its partnership with Microsoft to embed Fusion
into Azure, allowing customers to use Fusion as if it was a native
Azure offering. Fusion provides a seamless customer experience and
is the fastest and easiest way to establish data connectivity and
the replication of continuously changing data from on-premises to
cloud storage with guaranteed consistency, no downtime and no
business disruption.
In recent days, the Company announced the availability of
WANdisco LiveData Platform for Azure in limited public preview, a
new Azure service offering available exclusively on Microsoft
Azure. This launch marks a landmark occasion in WANdisco's vendor
partnership strategy, with the Company being the first independent
software vendor to be integrated as a service within Microsoft
Azure and will help facilitate petabyte scale cloud migration
without business interruption within the world's largest cloud
ecosystem. The Company's management in conjunction with Microsoft
are targeting an addressable market of 200-300 exabytes of data
on-premise, and over the next 12 months expect to sign over 50 new
customers on the Azure platform.
The Company has also secured a global reseller agreement with a
large global systems integrator. The customer will have access to
the Company's full suite of solutions and use these to build its
own data migration practice for moving data at scale into the
public cloud. This agreement is significant for the Company as the
relationship will encompass and target all major public cloud
vendors, and a pipeline of opportunities is immediately being
explored following successful deployment in a large-scale customer
environment. Given the scale and reach of the global systems
integrator, with 240,000 people in 46 countries, the Company sees
potential for material upside once the global systems integrator's
data migration practice is complete.
In order to capitalise on this strong operational momentum and
further accelerate its growth ambitions, the Company is seeking to
raise additional equity capital. The net Proceeds from the Placing
will be used to strengthen the Group's balance sheet and to provide
further working capital alongside the optionality to accelerate the
Company's growth ambitions and to pursue near term opportunities
with channel partners. With a greater reliance on the Microsoft
sales organisation and systems integrator partners, the Company can
also accelerate enablement of these parties for the business to
scale. Secondly, the Company would seek to replicate its
achievements with Microsoft on a second platform, given the strong
levels of interest from other cloud platform vendors. Following the
Placing, the Company's increased liquidity will give further
confidence to new strategic partners and customers as well as
preparing the Company for this next phase of growth.
Current Trading and Outlook
The Company ended 2019 with a number of delayed deals linked to
the availability of its newly launched LiveData Platform.
Consequently, 2020 was always going to be a predominantly second
half weighted year, with Microsoft projected to represent at least
50 per cent. of the Company's 2020 revenues. With the launch of the
LiveData Platform for Azure, the Company remains confident of
reaching market estimates for 2020. As at 31 May 2020, the
Company's cash balance was c.$12 million and we expect total cash
costs in 2020 to be c.$37 million.
David Richards, Chief Executive and Chairman of WANdisco,
commented:
"Following the public launch of our joint product with Microsoft
in June, there is a plethora of opportunities ahead, both to drive
scale and new customer acquisition through the platform, and to
replicate this success across other major cloud vendors. This
additional liquidity will provide us with the optionality to
capitalise on recent successes and accelerate our growth while
strengthening our balance sheet. Our embedded technology now
provides the key to open the world's largest cloud ecosystem, a
model that will deliver significant scale and operational leverage
in the years to come."
Details of the Placing
Stifel Nicolaus Europe Limited ("Stifel") and Beech Hill
Securities, Inc. ("Beech Hill") are acting as joint bookrunners
(the "Joint Bookrunners") in connection with the Placing pursuant
to an agreement entered into between the Company and the Joint
Bookrunners dated 11 June 2020 (the "Placing Agreement").
The Placing, which is being conducted by way of an accelerated
bookbuilding process available to qualifying new and existing
institutional investors, will be launched immediately following
this announcement (being together with the appendix, the
"Announcement"), in accordance with the terms and conditions set
out in the appendix to this Announcement (the "Appendix").
The timing of the closing of the Placing, the number of Placing
Shares and allocations are at the discretion of the Company and the
Joint Bookrunners and a further announcement confirming these
details will be made in due course. Members of the public are not
permitted to participate in the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu with the existing ordinary shares of the
Company including the right to receive all future dividends and
distributions declared, made or paid by reference to a record date
falling after their issue. As the Company will require additional
shareholder authorities in order to issue the Placing Shares, their
admission to trading will be conditional upon shareholder approval.
Therefore, a shareholder circular is due to be published on 12 June
2020 (the "Circular") with the General Meeting due to take place on
or around 29 June 2020 (the "General Meeting").
In the event that the Company has demand from investors which
exceeds the minimum of $25 million, the Company may consider
increasing the size of the Placing up to 5,602,187 new ordinary
shares, representing11.6 per cent. of the current issued ordinary
share capital of the Company. Any decision to upsize would only be
made after careful consideration of the prevailing market
conditions and whether appropriate opportunities exist for the
deployment of additional Placing proceeds. There is no certainty
that the maximum number of new ordinary shares will be issued, even
if sufficient investor demand exists.
Prior to launch of the Placing, the Company consulted with a
significant number of its shareholders to gauge their feedback as
to the terms of the Placing. Feedback from this consultation was
supportive and as a result the Board has chosen to proceed with the
Placing. The Placing is being structured as a Bookbuild to minimise
execution and market risk. The Board intends to apply the
principles of pre-emption when allocating Placing Shares to those
shareholders that participate in the Placing.
The Company will make an application for the Placing Shares to
be admitted to trading on AIM ("Admission"). Subject to Admission
becoming effective, it is expected that the settlement of
subscriptions in respect of the Placing Shares and trading in the
Placing Shares will commence at 8.00 a.m. on 30 June 2020.
The Placing is conditional upon, inter alia, Admission becoming
effective and 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 and which forms part of this
Announcement.
A further announcement will be made following the completion of
the Bookbuild.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Placing Shares,
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
this 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.
Timetable
Latest time and date for receipt of commitments under the
Placing 8.00 p.m. on 11 June 2020
Results of the Placing announced by close of business on 12 June
2020
Circular for General Meeting publication by close of business on
12 June 2020
General Meeting on 29 June 2020
Admission and dealings in Placing Shares commence 8.00 a.m. on
30 June 2020
The dates set out in the expected timetable above may be
adjusted by the Company and Stifel. In such circumstances details
of the new dates will be notified to the London Stock Exchange and
an announcement will be made through a Regulatory Information
Service.
For further information, please contact:
WANdisco plc Via FTI Consulting
David Richards, Chief Executive Officer
and Chairman
Erik Miller, Chief Financial Officer
FTI Consulting +44 (0)20 3727 1137
Matt Dixon / Chris Birt / Kwaku Aning
Stifel (Nomad and Joint Bookrunner) +44 (0)20 7710 7600
Fred Walsh / Rajpal Padam SNELProjectJaguarV12@stifel.com
+44 (0) 7418 922 756 /
Equity Sales +44 (0) 7418 922 755
Beech Hill Securities (Joint Bookrunner) +1 212 350 7200
Thomas Lawrence
Dealing codes
Ticker: WAND
ISIN for the Placing Shares: JE00B6Y3DV84
SEDOL for the Placing Shares: B6Y3DV8
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR").
Market Soundings, as defined in MAR, were taken in respect of the
proposed Placing with the result that certain persons became aware
of this inside information, as permitted by MAR. Upon the
publication of this announcement, this inside information is now
considered to be in the public domain. The person responsible for
arranging for the release of this announcement on behalf of
WANdisco is David Richards, Chief Executive Officer and Chairman of
WANdisco.
About WANdisco:
WANdisco is the LiveData Company for machine learning and AI.
WANdisco solutions enable enterprises to create an environment
where data is always available, accurate and protected, creating a
strong backbone for their IT infrastructure and a bedrock for
running consistent, accurate machine learning applications. With
zero downtime and zero data loss, WANdisco Fusion keeps
geographically dispersed data at any scale consistent between
on-premises and cloud environments allowing businesses to operate
seamlessly in a hybrid or multicloud environment. WANdisco has over
a hundred customers and significant go-to-market partnerships with
Microsoft Azure, Amazon Web Services, Google Cloud, Oracle, and
others as well as OEM relationships with IBM and Alibaba.
For more information on WANdisco, visit
http://www.wandisco.com.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia). The Placing Shares
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offering of securities in the United States.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. By
their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including amongst
other things, United Kingdom domestic and global economic business
conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental
and regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of Manufacturers under the Product Governance
requirements contained within: (a) Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II"); (b) Articles 9
and 10 of the Delegated Directive; and (c) local implementing
measures (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 Ordinary Shares have been subject to a
product approval process, which has determined that the Ordinary
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 Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in Ordinary 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 proposed placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the
Bookrunners 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 Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution
channels.
Stifel is regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the
Company and no one else in connection with the Placing, and Stifel
will not be responsible to anyone (including any purchasers of the
Placing Shares) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Beech Hill is regulated by the SEC and the Financial Industry
Regulatory Authority in the United States of America and is acting
exclusively for the Company and no one else in connection with the
Placing, and Beech Hill will not be responsible to anyone
(including any purchaser of the Placing Shares) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
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 Stifel or Beech Hill or by any of its
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Appendix
Terms and Conditions of the Placing
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS
REGULATION 2017/1129 AS AMED FROM TIME TO TIME) (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"), (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 AMED (THE
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE, TO PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A
"RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING
SHARES.
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this Announcement.
The Placees will be deemed to have read and understood this
Announcement, including its Appendices, in its entirety and to be
making such offer 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:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated
to it for the purposes of its business;
2. if it is in a member state of the EEA and/or if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Regulation, that 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 any member state of
the EEA in circumstances which may give rise to an offer of
securities to the public, other than an offer or resale in
a member state of the EEA which has implemented the Prospectus
Regulation to Qualified Investors, or in circumstances in
which the prior consent of Stifel has been given to each such
proposed offer or resale;
3. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect
to which it exercises sole investment discretion and has the
authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements
contained in this Announcement;
4. 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;
5. it acknowledges that the Placing Shares have not been and
will not be registered under the US Securities Act or with
any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered,
sold or transferred, directly or indirectly, within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States;
6. except as otherwise permitted by the Company and subject to
available exemptions from applicable securities laws, it,
and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares: (i) will be either (a) if
outside the United States, purchasing the Placing Shares in
an "offshore transaction" as defined in Regulation S under
the US Securities Act ("Regulation S"), in accordance with
Rule 903 or Rule 904 of Regulation S or (b) if in the United
States, a qualified institutional buyer ("QIB"), as such term
is defined in Rule 144A under the US Securities Act ("Rule
144A"), purchasing the Placing Shares in accordance with Rule
144A, or a major US institutional investor, as defined in
Rule 15a-6 under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act"), purchasing the Placing Shares
in accordance with Section 4(a)(2) of the US Securities Act;
(ii) it is aware of the restrictions on the offer and sale
of the Placing Shares pursuant to Regulation S, Rule 144A,
and the US Securities Act, as applicable; and (iii) the Placing
Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S; and
7. the Company and the Bookrunners will rely upon the truth and
accuracy of the foregoing representations, acknowledgements
and agreements.
Selling Restrictions
The New Ordinary Shares have not been and will not be registered
under the US Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold, transferred, delivered or distributed, directly or
indirectly, within, into or in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Placing is being made (i)
outside the United States in accordance with Regulation S and
applicable laws, and (ii) by way of an offering of New Ordinary
Shares to persons in the United States and to US Persons who are
QIBs and/or major US institutional investors as defined in Rule
15a-6 under the US Exchange Act, in transactions exempt from the
registration requirements of the US Securities Act.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
Neither of the Bookrunners makes any representation to any
Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into the Placing Agreement with
Stifel (the Company's Nominated Adviser and joint bookrunner in
connection with the Placing) and Beech Hill (the Company's joint
bookrunner in connection with the Placing) (together with Stifel
the "Bookrunners" and each a "Bookrunner") under which, subject to
the conditions set out therein, each of the Bookrunners have
agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares, at
the Issue Price. The Placing is not being underwritten by either of
the Bookrunners or any other person.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Issue Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company and the Bookrunners
(the "Term Sheet"). The timing of the closing of the book, pricing
and allocations are at the discretion of the Company and the
Bookrunners. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
In addition, certain QIBs and/or accredited investors (as
defined in Rule 501(a) of Regulation D of the US
Securities Act) will subscribe for New Ordinary Shares on the
terms and conditions set out in a Subscription Letter with the
Company. The Subscription Letter will require such purchasers to
give certain representations, warranties and undertakings to the
Company. The Subscription Letter is conditional on, among other
things, the passing of the Resolutions.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares in 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.
Application for admission to trading
Applications will be made to London Stock Exchange for admission
of the New Ordinary Shares to trading on AIM in accordance with the
AIM Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on or around 30 June 2020 (or such later time or date as Stifel may
agree with the Company) and that dealings in the New Ordinary
Shares will commence at that time, and in any event no later than
21 July 2020.
Bookbuild
The Bookrunners will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunners and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Each Bookrunner is arranging the Placing as bookrunner and
placing agent of the Company.
2. Participation in the Placing will only be available to persons
who are Relevant Persons and who may lawfully be, and are,
invited to participate by a Bookrunner. Each Bookrunner's
agents and their respective affiliates are each entitled to
enter bids in the Bookbuild as principal.
3. The Bookbuild if successful, will establish the Issue Price
payable to the Bookrunners, as settlement agents for the Company,
by all Placees whose bids are successful. The final number
of Placing Shares will be agreed between the Bookrunners and
the Company following completion of the Bookbuild. Subject
to the execution of the Term Sheet, the Issue Price and the
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild
(the "Pricing Announcement").
4. To bid in the Bookbuild, Placees should communicate their
bid by telephone or in writing to their usual sales contact
at the relevant Bookrunner. Each bid should state the aggregate
number of Placing Shares which the prospective Placee wishes
to subscribe for at either the Issue Price which is ultimately
established by the Company and the Bookrunners, or at prices
up to a price limit specified in its bid. Bids may be scaled
down by the Bookrunners on the basis referred to in paragraph
9 below. The Bookrunners are arranging the Placing as agents
of the Company.
5. The Bookbuild will open with immediate effect following release
of this Announcement and close as soon as reasonably practicable
thereafter. Each Bookrunner may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
The Company reserves the right (upon the agreement of the
Bookrunners) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by
the Bookrunners in their sole discretion and, subject to the
execution of the Term Sheet, will be confirmed orally by the
relevant Bookrunner as agent of the Company following the
close of the Bookbuild. That oral confirmation will constitute
an irrevocable legally binding commitment upon that person
(who will at that point become a Placee) to acquire the number
of Placing Shares allocated to it and to pay the Issue Price
in respect of such shares on the terms and conditions set
out in this Appendix and in accordance with the Company's
articles of association and each Placee will be deemed to
have read and understood this Announcement (including this
Appendix) in its entirety.
7. Each prospective Placee's allocation and commitment will be
evidenced by a form of confirmation or contract note and/or
electronic trade confirmation issued to such Placee by the
relevant Bookrunner. The terms of this Appendix will be deemed
incorporated by reference therein.
8. Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the relevant Bookrunner, to
pay as principal to that Bookrunner (or as it may direct)
in cleared funds immediately on the settlement date an amount
equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
9. The Bookrunners reserve the right not to accept bids or may
choose to accept bids, either in whole or in part, on the
basis of allocations determined in agreement with the Company
and may scale down any bids for this purpose on such basis
as they may determine. The Bookrunners may also, notwithstanding
paragraphs 3 and 4 above, subject to the prior consent of
the Company (i) allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after
that time; and
(ii) allocate Placing Shares after the Bookbuild has closed
to any person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which
it is made and, except with the consent of the Bookrunners,
will not be capable of variation or revocation after the time
at which it is submitted.
11. Except as required by law or regulation, no press release
or other announcement will be made by the Bookrunners 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.
12. 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".
13. All obligations under the Bookbuild and Placing will be subject
to fulfilment or (where applicable) waiver of the conditions
referred to below under "Conditions of the Placing" and to
the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and
will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither of the Bookrunners
nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee
or otherwise). In particular, neither of the Bookrunners nor
any of their respective affiliates, agents, directors, officers
or employees shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of such
Bookrunner's conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Bookrunners and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Each Bookrunner's obligations under the Placing Agreement
are conditional on customary conditions, including (amongst others)
(the "Conditions"):
1. the London Stock Exchange agreeing to admit the Placing Shares
to trading on AIM (subject only to allotment);
2. Admission occurring no later than 8.00 a.m. BST on 30 June
2020 (or such later time or date as the Bookrunners may otherwise
agree with the Company, being no later than 8.00 a.m. BST
on 21 July 2020) (the "Closing Date");
3. the Term Sheet having been executed by the Company and the
Bookrunners no later than 7.00 a.m. BST on 12 June 2020 (or
such later time or date as Stifel may otherwise agree with
the Company);
4. the Resolutions (as shall be set out in the Circular) being
approved by the requisite majority of Shareholders attending
and voting at the General Meeting;
5. there having been no development or event resulting in a
Material Adverse Effect which could, in the good faith opinion
of Stifel, materially and adversely affect the Placing or
dealings in the Ordinary Shares following Admission;
6. the delivery by the Company to the Bookrunners of a certificate
signed by a Director for and on behalf of the Company not
later than 5.00 p.m. BST on the Business Day immediately
prior to the date on which Admission is expected to occur
(and dated as of such date);
7. the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement; and
8. none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate or misleading
when made and none of the warranties ceasing to be true and
accurate or becoming misleading at any time prior to Admission
by reference to the facts and circumstances then subsisting.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Bookrunner) or
become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Bookrunners may agree); or (ii) the Placing Agreement
is terminated in the circumstances specified below, the Placing
will not proceed and the Placees' rights and obligations hereunder
in relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement (including
this Appendix).
Lock-up
The Company has undertaken that it will not at any time between
the date of the Placing Agreement and the date which is 90 days
from the date of Admission, offer, issue, sell, contract to sell,
issue options in respect of or otherwise dispose of any securities
of the Company (or any interest therein or in respect thereof) or
any other securities exchangeable for, or convertible into, or
substantially similar to, Ordinary Shares or enter into any
transaction having substantially the same effect or agree to do any
of the foregoing other than with the prior written consent of
Stifel (save in respect of any options granted or to be granted
under the terms of the Company's share schemes and any Subscription
Shares pursuant to the Subscription Letters).
Right to terminate under the Placing Agreement
At any time before Admission, each of the Bookrunners is
entitled to terminate the Placing Agreement in the following
circumstances, amongst others: (i) if any of the Company's
warranties or representations are not or cease to be true and
accurate in any respect which either of the Bookrunners considers
to be material in the context of the Placing and/or Admission; or
(ii) if it comes to the notice of either of the Bookrunners that
any statement contained in the Placing Agreement was or has become
untrue, incorrect or misleading in any respect which either of the
Bookrunners considers to be material in the context of the Placing
and/or Admission; or (iii) in the opinion of either of the
Bookrunners, there shall have occurred any Material Adverse Change
(as defined in the Placing Agreement); or (v) if there has occurred
(a) a general moratorium on commercial banking activities in London
declared by the relevant authorities or a material disruption in
commercial banking or securities settlement or clearance services
in the United Kingdom, (b) the outbreak or escalation of
hostilities or acts of terrorism involving the United Kingdom or
any other Relevant Jurisdiction or the declaration by the United
Kingdom or any other Relevant Jurisdiction of a national emergency
or war; (c) any other occurrence of any kind which (by itself or
together with any other such occurrence) in either of the
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 (d) 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
either of the Bookrunner's reasonable opinion is likely to
adversely affect the Placing in a material way.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by either of the Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of that Bookrunner, and that it need not make any
reference to Placees and that the relevant Bookrunner shall have no
liability to Placees whatsoever in connection with any such
exercise or failure so to exercise.
No prospectus or admission document
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA or
the LSE in relation to the Placing and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, the Bookrunners or any other person and neither of the
Bookrunners nor the Company nor any of their respective affiliates
will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Each Placee
should not consider any information in this Announcement to be
legal, tax or business advice. Each Placee should consult its own
legal adviser, tax adviser and/or business adviser for legal, tax
and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00B6Y3DV84) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and the
Bookrunners reserve the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to Placees by
such other means that they deem necessary, including in
certificated form, if in either Bookrunner's reasonable opinion
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.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note or electronic confirmation in accordance with the
standing arrangements in place with the relevant Bookrunner stating
the number of Placing Shares to be allocated to it at the Issue
Price, the aggregate amount owed by such Placee to the relevant
Bookrunner or its sub-agent and settlement instructions. Each
Placee will be deemed to agree that it will do all things necessary
to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with the relevant Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by Stifel or its sub-agent, in each case, as agent for and
on behalf of the Company and will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 30 June 2020 on a
trade date + 3 basis in accordance with the instructions set out in
the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the relevant Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunners 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 account and benefit of the
relevant Bookrunner, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or other stamp, securities, transfer, registration,
execution, documentary or other similar impost, duty or tax
(together with any interest or penalties thereon or other similar
taxes imposed in any jurisdiction) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, each Placee confers on the relevant Bookrunner
all such authorities and powers necessary to carry out any such
transaction and agrees to ratify and confirm all actions which that
Bookrunner lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation (as applicable) 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 other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue 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 of the Bookrunners nor the
Company shall be responsible for the payment thereof. Placees (or
any nominee or other agent acting on behalf of a Placee) will not
be entitled to receive any fee or commission in connection with the
Placing.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in the Placing, the
Company and the Bookrunners may agree that the Placing Shares
should be issued in certificated form. The Bookrunners reserve 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.
Representations and warranties
By participating in the Placing, each prospective Placee (and
any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with Stifel (in its capacity as the nominated
adviser, joint bookrunner and agent of the Company), Beech Hill (in
its capacity as joint bookrunner and agent of the Company) and the
Company, in each case as a fundamental term of its application for
Placing Shares, that:
1. it has read and understood this Announcement (including its
Appendices) in its entirety and that its participation in
the Bookbuild and the Placing and its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained
herein;
2. no offering document or prospectus or admission document
has been prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. it has neither received nor relied on any 'inside information'
as defined in MAR concerning the Company, including, but
not limited to, any price sensitive information concerning
the Company, in accepting this invitation to participate
in the Placing;
4. it has the power and authority to carry on the activities
in which it is engaged, to acquire Placing Shares and to
execute and deliver all documents necessary for such acquisition;
5. neither of the Bookrunners nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
nor any person acting on behalf of any of them has provided,
and none of them will provide it, with any material regarding
the Placing Shares or the Company other than information
included in this Announcement (including this Appendix),
nor has it requested any of Stifel, Beech Hill, the Company,
or any of their respective affiliates or any person acting
on behalf of any of them to provide it with any such information;
6. (i) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced
to a Regulatory Information Service by or on behalf of the
Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's Ordinary Shares
are listed on AIM and the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of the LSE and relevant regulatory
authorities (the "Exchange Information"), which includes
a description of the nature of the Company's business, most
recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such
Exchange Information as it has deemed necessary or that it
is able to obtain or access the Exchange Information without
undue difficulty; and (iii) it has had access to such financial
and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs
of the Company, the Placing and the Placing Shares, as well
as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary
in connection with its own investment decision to acquire
any of the Placing Shares and has satisfied itself that the
information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing;
7. (i) neither the Company, Stifel, Beech Hill, nor any of its
respective affiliates has made any representations to it,
express or implied, with respect to the Company, the Placing
and the Placing Shares or the accuracy, completeness or adequacy
of the Publicly Available Information or the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof; and (ii) it will not hold either of the Bookrunners
nor any of its respective affiliates responsible for any
misstatements in or omissions from any Publicly Available
Information or any Exchange Information. Nothing in this
paragraph or otherwise in this Announcement (including this
Appendix) excludes the liability of any person for fraudulent
misrepresentation made by that person;
8. the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that
none of Stifel, Beech Hill nor any of its respective affiliates,
agents, directors, officers or employees nor any person acting
on its behalf has or shall have any liability for any information,
representation or statement contained in this Announcement
(including this Appendix) or any information previously published
by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based
on any information, representation or statement contained
in this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it
is entitled to rely and on which such Placee has relied in
committing itself to acquire the Placing Shares is contained
in this Announcement (including this Appendix) and any Publicly
Available Information including (without limitation) the
Exchange Information, such information being all that it
deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor
relied on any other information given, investigation made
or representations, warranties or statements made by any
of Stifel, Beech Hill or the Company nor any of their respective
affiliates, agents, directors, officers or employees nor
any person acting on its or their behalf and none of the
Bookrunners nor the Company nor any of their respective affiliates,
agents, directors, officers or employees 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;
9. in making any decision to acquire the Placing Shares, it
has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits
and risks of taking up the Placing Shares. It further confirms
that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection
with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and
its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of
either of the Bookrunners;
10. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not, be a resident of
any jurisdiction in which it is unlawful to make or accept
an offer to acquire the Placing Shares, and it and each account
it represents is either (a) (1) outside the United States
and will be outside the United States at the time that any
buy order for Placing Shares is originated by it, (2) acquiring
the Placing Shares in an "offshore transaction" within the
meaning of Regulation S and (3) not acquiring any of the
Placing Shares as a result of any form of "directed selling
efforts" within the meaning of Regulation S or (b) if inside
the United States, is either a QIB or a major US institutional
investor (as defined in Rule 15a-6 under the US Exchange
Act); (ii) it is not acquiring the Placing Shares with a
view to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly of any such Placing Shares into the
United States, Australia, Canada, Japan or the Republic of
South Africa; and (iii) the Placing Shares have not been
and will not be registered under the securities legislation
of the United States, Australia, Canada, Japan or the Republic
of South Africa and, subject to certain exceptions, may not
be offered, sold, acquired, renounced, distributed or delivered
or transferred, directly or indirectly, within or into those
jurisdictions;
11. it understands, and each account it represents has been advised
that, (i) the Placing Shares have not been and will not be
registered under the US Securities Act or under the applicable
securities laws of any state or other jurisdiction of the
United States; (ii) the Placing Shares are being offered
and sold (a) if outside the United States only in "offshore
transactions" within the meaning of and pursuant to Regulation
S under the US Securities Act or (b) if inside the United
States, to QIBs in accordance with Rule 144A or major US
institutional investors (as defined in Rule 15a-6 under the
US Exchange Act) in accordance with section 4(a)(2) of the
US Securities Act; and (iii) no representation has been made
as to the availability of any exemption under the US Securities
Act or any relevant state or other jurisdiction's securities
laws for the reoffer, resale, pledge or transfer of the Placing
Shares;
12. it will not distribute, forward, transfer or otherwise transmit
this document or any other materials concerning the Placing
(including any electronic copies thereof), in or into the
United States;
13. if it is a pension fund or investment company, its acquisition
of Placing Shares is in full compliance with applicable laws
and regulations;
14. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or
agent for, and the Placing Shares will not be allotted to,
a person who is or may be liable to stamp duty or stamp duty
reserve tax under any of sections 67, 70, 93 and 96 of the
Finance Act of 1986 (depositary receipts and clearance services);
15. it has complied with its obligations under the Criminal Justice
Act 1993, section 118 of FSMA, and in connection with money
laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Terrorism Act 2006, the Money Laundering Regulations 2007
(the "Regulations") and the Money Laundering Sourcebook of
the FCA and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded
by it to verify the identity of the third party as required
by the Regulations;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Regulation, the 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 a member state of
the EEA other than to Qualified Investors, or in circumstances
in which the prior consent of Stifel has been given to the
proposed offer or resale;
17. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose
of any Placing Shares that are allocated to it for the purposes
of its business only;
18. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA
except in circumstances falling within Article 3(2) of the
Prospectus Regulation which do not result in any requirement
for the publication of a prospectus pursuant to Article 3
of that Regulation;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation
or inducement to engage in investment activity (within the
meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
20. it has complied and will comply with all applicable provisions
of FSMA with respect to anything done by it in relation to
the Placing Shares in, from or otherwise involving, the United
Kingdom;
21. if in a member state of the EEA, it is a "qualified investor"
within the meaning of the Prospectus Regulation;
22. if in the UK, that it is a person (i) who has professional
experience in matters relating to investments falling within
Article 19(5) of the Order, (ii) falling 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 be lawfully communicated;
23. that no action has been or will be taken by any of the Company,
either of the Bookrunners or any person acting on behalf
of the Company or either of the Bookrunners that would, or
is intended to, permit a public offer of the Placing Shares
in any country or jurisdiction where any such action for
that purpose is required;
24. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company
and/or the Bookrunners for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the
fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph 24 shall survive the
resale of the Placing Shares by or on behalf of any person
for whom it is acting;
25. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has paid any issue,
transfer or other taxes due in connection with its participation
in any territory, (iii) it has not taken any action which
will or may result in the Company, either of the Bookrunners,
any of their affiliates or any person acting on their behalf
being in breach of the legal and/or regulatory requirements
of any territory in connection with the Placing, (iv) that
the acquisition of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence,
the residence of the Company, or otherwise, and (v) it has
all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to this participation
in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred
to in this Announcement (including this Appendix)) and will
honour such obligations;
26. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with
the terms and conditions of this Announcement (including
this Appendix) on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
persons or sold as the relevant Bookrunner may in its discretion
determine and it will remain liable for any amount by which
the net proceeds of such sale falls short of the product
of the Issue Price and the number of Placing Shares allocated
to it and may be required to bear any stamp duty for 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;
27. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled,
and required, to acquire, and that the Bookrunners may call
upon it to acquire a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
28. neither of the Bookrunners nor any of its respective affiliates,
agents, directors, officers or employees, nor any person
acting on behalf of it, is making any recommendations to
it or advising it regarding the suitability of any transactions
it may enter into in connection with the Placing and participation
in the Placing is on the basis that it is not and will not
be a client of either of the Bookrunners and neither of the
Bookrunners has any duties or responsibilities to it for
providing the protections afforded to its clients or customers
or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings
or indemnities contained in the Placing Agreement nor for
the exercise or performance of any of their respective rights
and obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right;
29. if it has received any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of
the Placing, it confirms that it has received such information
within the market soundings regime provided for in article
11 of MAR and associated delegated regulations and it has
not:
(i) used that inside information to acquire or dispose of
securities of the Company or financial instruments related
thereto or cancel or amend an order concerning the Company's
securities or any such financial instruments;
(ii) used that inside information to encourage, require,
recommend or induce another person to
deal in the securities of the Company or financial instruments
related thereto or to cancel or amend an order concerning
the Company's securities or such financial instruments; or
(iii) disclosed such information to any person, prior to
the information being made publicly available.
30. 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 of the Bookrunners 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. Each Placee and any
person acting on behalf of such Placee agrees to participate
in the Placing and it agrees to indemnify on an after-tax
basis and hold harmless the Company, each of the Bookrunners
and each of their respective affiliates, agents, directors,
officers and employees in respect of the same on the basis
that the Placing Shares will be allotted to the CREST stock
account of Stifel who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing
settlement instructions;
31. it indemnifies and holds harmless the Company, each of the
Bookrunners and their respective affiliates, agents, directors,
officers and employees from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings
in this Appendix and further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
32. in connection with the Placing, each of the Bookrunners and
any of its affiliates acting as an investor for its own account
may acquire Placing Shares in the Company and in that capacity
may acquire, retain, purchase or sell for its own account
such ordinary shares in the Company and any securities of
the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection
with the Placing. Neither of the Bookrunners intends to disclose
the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligation
to do so;
33. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may 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's or
either of the Bookrunner's conduct of the Placing;
34. neither the Company nor either of the Bookrunners owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities
in the Placing Agreement;
35. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms of
the Placing and Placees will have no right to be consulted
or require that their consent be obtained with respect to
the Company's or either of the Bookrunner's conduct of the
Placing;
36. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection
with such agreements) shall be governed by and construed
in accordance with the laws of England and it submits (on
behalf of itself and on behalf of any person on whose behalf
it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings
in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may
be taken by either 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;
and
37. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for
the benefit of each of the Company and the Bookrunners (for
their own benefit and, where relevant, the benefit of their
respective affiliates and any person acting on their behalf)
and are irrevocable. The Company, each of the Bookrunners
and their respective affiliates, agents, directors, officers
and employees and others will rely upon the truth and accuracy
of the foregoing acknowledgements, representations, warranties
and agreements and it agrees that if any of the acknowledgements,
representations, warranties and agreements made in connection
with its acquiring of Placing Shares is no longer accurate,
it shall promptly notify the Company and the Bookrunners.
It irrevocably authorises the Bookrunners and the Company
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 out herein.
Taxation
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or 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 is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, 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 Bookrunners will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, each of the Bookrunners and their
respective affiliates, agents, directors, officers and employees
for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings.
Neither the Company nor the Bookrunners are liable to bear any
capital duty, stamp duty or any other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Bookrunners and their respective affiliates,
agents, directors, officers and employees from any and all
interest, fines or penalties in relation to any such duties or
taxes to the extent that such interest, fines or penalties arise
from the unreasonable default or delay of that Placee or its
agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the relevant Bookrunner
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that each of the Bookrunners and/or any of
its affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Stifel, any money held in an account with Stifel on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Stifel's money in accordance with the
client money rules and will be used by Stifel in the course of its
own business; and the Placee will rank only as a general creditor
of the Stifel.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of each of the Bookrunners and the
Company under the Announcement and the Terms and Conditions
contained in this Appendix are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to the Bookrunners the jurisdiction
in which the funds are managed or owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Bookrunners shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
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
IOESFEFIFESSELM
(END) Dow Jones Newswires
June 11, 2020 11:45 ET (15:45 GMT)
Wandisco (LSE:WAND)
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De Mar 2024 a Abr 2024
Wandisco (LSE:WAND)
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