TIDMPRES
RNS Number : 9891G
Pressure Technologies PLC
30 November 2020
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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,
THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT AND AT THE START OF THE APPIX.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN PRESSURE TECHNOLOGIES PLC OR ANY
OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE
FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON
IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF PRESSURE
TECHNOLOGIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Pressure Technologies plc
("Pressure Technologies" or the "Company")
PROPOSED PLACING AND PRIMARYBID OFFER TO RAISE UP TO GBP7.5
MILLION
Pressure Technologies plc, (AIM: PRES), the specialist
engineering group, is pleased to announce a proposed placing (the
"Placing"), via an accelerated bookbuild (the "Bookbuild" or
"Bookbuilding Process"), of new ordinary shares of 5 pence each in
the capital of the Company.
The Placing will be conducted at a price of 60 pence per share
(the "Issue Price") in order to raise up to GBP7.0 million (before
expenses). The Placing will comprise up to 11,666,667 new Ordinary
Shares, representing approximately 63 per cent of the existing
issued share capital of the Company.
In addition to the Placing, there will be an offer made by the
Company on the PrimaryBid platform of up to 833,333 new Ordinary
Shares (the "PrimaryBid Shares") at the Issue Price (the
"PrimaryBid Offer"), to provide retail investors with an
opportunity to participate in the fundraise. A separate
announcement will be made shortly regarding the PrimaryBid Offer
and its terms. The Placing is not conditional upon the PrimaryBid
Offer. The PrimaryBid Offer will close on completion of the
Bookbuild process.
Highlights
-- Proposed Placing to issue up to 11,666,667 new Ordinary
Shares at the Issue Price, raising up to GBP7.0 million (before
expenses).
-- The net proceeds of the Placing and PrimaryBid Offer will be used as follows:
o GBP2.5 million will be invested in the Group's manufacturing
capability and capacity in order to accelerate growth in the
fast-developing hydrogen energy market;
o GBP0.5 million will be invested in resources and technologies
across the Group's Integrity Management business to meet the
growing demand for these critical services; and
o The remainder of the net proceeds will be used to strengthen
the Group's balance sheet, ensuring resilience, particularly in
light of the ongoing pandemic and depressed conditions in the oil
and gas market. Proceeds will also enable the Group to continue to
invest in its people, facilities and systems through this period
and to take advantage of emerging opportunities.
-- The Placing will be conducted by way of an accelerated
bookbuild process (the "Bookbuilding Process") by Nplus 1 Singer
Advisory LLP (together with affiliate entities) ("N+1 Singer"), the
Company's nominated adviser, sole broker and sole bookrunner.
-- The Placing is subject to the terms and conditions set out in
the appendix (the "Appendix") to this announcement (which forms
part of this announcement, such announcement and the Appendix
together being this "Announcement").
-- All of the directors of the Company (the "Directors" or the
"Board") have indicated their intention to subscribe for, in
aggregate, GBP189,000 in the Placing.
-- The Placing and PrimaryBid Offer are conditional upon the
approval by the Company's shareholders of the Placing Resolutions
at the general meeting of the Company's shareholders to be held as
a closed meeting with the minimum number of Shareholders legally
required to be present at 11:00 a.m. on 17 December 2020 at Sopwell
House, Cottonmill Lane, St Albans, Hertfordshire AL1 2HQ (the
"General Meeting").
-- The Issue Price represents a discount of approximately 4.00
per cent. to the closing middle market price of 62.5 pence per
Ordinary Share on 27 November 2020, being the latest practicable
date prior to the publication of this Announcement.
Background to and reasons for the Placing and PrimaryBid
offer
Pressure Technologies is a UK designer and manufacturer of
high-integrity, safety-critical components and systems serving
global supply chains in oil and gas, defence, industrial gases, and
hydrogen energy markets. The Group creates value for its customers
by enhancing the performance of their safety-critical supply chains
and advancing safety and reliability in demanding environments
through technology, high-quality engineering and the skills of its
people.
The Group is comprised of two business divisions:
(i) Chesterfield Special Cylinders ("CSC"), which designs and
manufactures high-pressure gas containment systems and provides
through-life integrity management services for safety-critical
applications in defence oil and gas, industrial and energy markets;
and
(ii) the Precision Machined Components ("PMC") division, which
comprises Roota Engineering, Quadscot Precision Engineering, Al-Met
and Martract brands with world-class lead times, highly specialised
precision engineering skills and a blue chip customer base in the
global oil and gas market.
Pressure Technologies has a long heritage in the markets that it
serves and, under new leadership, in 2018 outlined a new
three-phase growth strategy to realise its significant potential.
Priorities for the first phase included the successful divestment
of non-core divisions, strengthening of the Group's Board and
management team and investment in the Group's operations, systems
and equipment to establish the foundations for organic growth in
the second phase.
Whilst the Covid-19 pandemic has brought significant challenges
to end markets and Group operations over the course of the year
ended 3 October 2020 FY20, the Group continues to make good
progress against strategic priorities. The investments made since
2019 have underpinned growing diversification and sustainability in
both divisions this year, evidenced by new customer acquisitions
and new market development.
CSC - strategic progress and opportunities
Across CSC, the management changes made to the business have
helped drive operational improvements, better customer service and
stronger colleague engagement across the division. Strengthened
engineering, sales and contract management capabilities have
underpinned further contract wins in core defence markets and new
customer wins in target markets including nuclear energy,
industrial and hydrogen energy.
The Group remains focussed on strengthening its position in all
of these target markets, but with a growing focus on the
fast-developing hydrogen energy market, which it believes
represents significant growth potential. The progress already made
in this market is expected to continue as governments increasingly
acknowledge the role of hydrogen in the overall energy mix, with
its contribution to meeting net zero carbon targets in
transportation and in decarbonising industry. The Group has already
completed three transport refuelling high-pressure storage
contracts over the past two years for customers including ITM Power
and Haskel, with orders from three further projects currently in
production.
In addition, CSC has a strong pipeline of opportunities with new
and existing partners, including the previously announced five-year
framework agreement with Shell Hydrogen for their European
refuelling stations.
The Group also sees a continuing growth opportunity for its
Integrity Management services business which has delivered five
consecutive years of growth despite constrained resources. The
Group continues to target the defence, offshore services, nuclear
and industrial markets where periodic inspection regimes drive
recurring revenue in these safety critical sectors and it believes
that dedicated resources and increased business development will
support greater market penetration.
PMC - strategic progress and opportunities
The restructuring of the Group's PMC business over the last two
years and investment in both engineering and production planning
capabilities have driven revenue growth in this division in the
period prior to the Covid-19 pandemic. Strategic supplier contracts
with major OEM customers have been signed or are under negotiation.
Newly implemented production planning, order tracking and
management information systems have driven significant improvements
in On Time Delivery performance and customer service.
However, the impact of the pandemic on the global oil and gas
market and the subsequent uncertainty this created for the Group's
oil and gas OEM customers has resulted in the deferral of project
spend, significantly impacting the performance of the Group's PMC
division in FY20. Proactive measures have been taken to conserve
and manage costs with site consolidation and further management
restructuring quickly implemented and remaining under review. In
the short term, the Group's focus remains on stabilising and
protecting the capability in this division whilst maintaining
customer service and managing costs and cash.
Use of Proceeds
The net proceeds of the Placing and the PrimaryBid Offer will be
used by the Company to capitalise on significant growth
opportunities in CSC and to strengthen the Group's balance sheet.
This will include a GBP2.5 million investment in the Group's
manufacturing capability and capacity in order to accelerate growth
in the fast-developing hydrogen energy market. It will also include
a GBP0.5 million investment in resources and technologies across
the Group's Integrity Management business to meet the growing
demand for these critical services.
The remainder of the proceeds will be used to strengthen the
Group's balance sheet, ensuring resilience, particularly in light
of the ongoing pandemic and depressed conditions in the oil and gas
market. Proceeds will also enable the Group to continue to invest
in its people, facilities and systems through this period and to
take advantage of emerging opportunities.
Current trading and outlook
As announced on 3 November 2020, whilst the Covid-19 pandemic
has brought significant challenges to the Group's markets and
operations over the course of the financial year, the Group
continues to make good progress against strategic priorities. The
investments made since 2019 have underpinned growing
diversification and sustainability in both divisions this year,
evidenced by new customer acquisitions and new market development.
However, tougher trading conditions, Covid-19 disruption and the
previously announced deferral of revenue and profit for a defence
contract into the year ended 2 October 2021 ("FY21") resulted in a
reduction in Group revenue for the year to approximately GBP25
million (2019: GBP28.3 million) and overall the Group is expected
to deliver an adjusted(1) operating loss for the year (2019: GBP2.2
million profit).
The Group's strategy remains focused on the diversification,
continued development and organic growth of both divisions.
CSC has a strong order book going into FY21, with high-margin
projects, including the defence contract deferred from FY20,
weighted to the first half of the year. Management will continue to
drive the operational improvements that underpin margin growth from
established defence and industrial contracts, while strengthening
its capability and readiness for further growth in Integrity
Management services. Periodic inspection regimes will require
product revalidations as current travel restrictions are lifted and
the Group expects to see continued growth in Integrity Management
services in defence, nuclear power generation and hydrogen energy
sectors, where risk management and asset availability are
paramount.
In PMC, the Board's priority remains to stabilise and protect
the consolidated operations, complete operational improvements and
maintain service levels for its growing base of OEM customers. The
Board anticipates at least a further year of challenging trading
conditions in a depressed oil and gas market and continues to
appraise opportunities for our specialist engineering capability in
other sectors.
Hydrogen energy storage remains an area of strategic focus and
significant future growth potential for the Group. The progress
already made in this rapidly developing market is expected to
continue as governments increasingly acknowledge the role of
hydrogen in the overall energy mix, with its contribution to
meeting net zero carbon targets in transportation and in
decarbonising industry. In addition to the transport refuelling
station projects successfully completed or currently in production,
CSC has a strong pipeline of opportunities with new and existing
partners, including the previously announced five-year framework
agreement with Shell Hydrogen for their European refuelling
stations. These opportunities are supported by the ongoing
development of products and services to reduce through-life cost
and risk for the operators of static and mobile hydrogen
storage.
Note
(1) Adjusted operating loss is stated before exceptional items.
The Board believes exceptional items should be separately
identified on the face of the income statement to assist in
understanding the underlying financial performance achieved by the
Group. For FY20, exceptional items included costs associated with
divisional and Group restructuring, the closure of an operational
facility, profit on sales of assets and investments and impairment
charges related to goodwill, intangible assets and promissory note
receivables.
Details of the Placing
The Placing is subject to the terms and conditions set out in
the Appendix. N+1 Singer will commence the Bookbuilding Process
immediately following the publication of this Announcement. The
number of Placing Shares which are to be placed at the Issue Price
will be determined at the close of the Bookbuilding Process. The
timing of the closing of the Bookbuilding Process and the
allocations are at the absolute discretion of N+1 Singer and the
Company. Details of the number of Placing Shares to be placed will
be announced as soon as practicable after the close of the
Bookbuilding Process. The Placing is not being underwritten by N+1
Singer.
All of the Directors of the Company, have indicated their
intention to subscribe for new Ordinary Shares of GBP189,000 in
aggregate in the Placing. Their proposed respective participations
would constitute related party transactions under Rule 13 of the
AIM Rules for Companies (the "AIM Rules"). Further details of the
Placing and any participation by the Directors and substantial
shareholders will be set out in the announcement to be made on the
closing of the Bookbuilding Process.
The Company is separately carrying out the PrimaryBid Offer
using PrimaryBid, which, for the avoidance of doubt, is not part of
the Placing and is the sole responsibility of the Company. N+1
Singer has no responsibilities, obligations, duties or liabilities
(whether arising pursuant to any contract, law, regulation, or
tort) in relation to the same.
Admission, Settlement and CREST
Application will be made for the Placing Shares to be admitted
to trading on the AIM market ("AIM") of London Stock Exchange plc
(the "London Stock Exchange") ("Admission").
Settlement for the New Ordinary Shares and Admission are
expected to take place on or before 8.00 a.m. on 18 December 2020.
The Placing is conditional upon, among other things, the placing
resolutions (the "Placing Resolutions") required to implement the
Placing being duly passed by the Shareholders at the General
Meeting; Admission becoming effective; and the Placing Agreement
between the Company and N+1 Singer not being terminated in
accordance with its terms.
The Circular containing, amongst other things, the notice of the
General Meeting (the "Circular") is expected to be published by the
Company by no later than 1 December 2020.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in the Appendix to
this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
Unless otherwise indicated, capitalised terms in this
Announcement have the meaning given to them in this Announcement
(including the definitions section included in the Appendix).
The person responsible for releasing this Announcement on behalf
of the Company is Chris Walters, Chief Executive and Director of
the Company.
For further information, please contact:
Pressure Technologies plc Tel: 0114 257 3616
Chris Walters, Chief Executive PressureTechnologies@houston.co.uk
N+1 Singer (Nomad and Broker) Tel: 0207 496 3000
Mark Taylor / Carlo Spingardi
Houston (Financial PR and Investor Tel: 0204 529 0549
Relations)
Kate Hoare / Anushka Mathew /
Ben Robinson
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular by no later than 1 December
2020
Latest time and date for receipt of 11.00 a.m. on 15 December
Forms of Proxy and CREST proxy instructions 2020
General Meeting 11:00 a.m. on 17 December
2020
Admission and dealings in the New Ordinary 8.00 a.m. on 18 December
Shares expected to commence on AIM 2020
Where applicable, expected date for
CREST accounts to be credited in respect As soon as possible after
of the New Ordinary Shares in uncertificated 8.00 a.m. on 18 December
form 2020
Where applicable, expected date for
despatch of definitive share certificates
for New Ordinary Shares in certificated Week commencing 21 December
form 2020
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
Shareholders by announcement through a regulatory information
service.
2. All of the above times refer to London time unless otherwise stated.
Important Notices
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS
("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(e) OF REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B)
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN PRESSURE TECHNOLOGIES PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"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 SECURITIES ACT
AND 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 ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
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 OR
INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, N+1
Singer or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and N+1 Singer to inform themselves about
and to observe any such restrictions.
All offers of the Placing Shares in the EEA will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.
The Placing 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. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa or
Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
N+1 Singer is acting as nominated adviser, sole broker and sole
bookrunner and as agent for and on behalf of the Company for the
Placing. N+1 Singer is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom. N+1 Singer is
acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and N+1 Singer
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the matters described 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 N+1 Singer or by any of its 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 therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser. No statement in this Announcement is
intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange or applicable law, the Company undertakes no
obligation to
update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
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.
Notice to distributors
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
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities 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; 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, N+1 Singer 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 Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Basis on which information is presented
In this document, references to "GBP", "pence" and "p" are to
the lawful currency of the United Kingdom. All times referred to in
this document are, unless otherwise stated, references to London
time.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS 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 OR
INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, 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 IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN
SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2 (e) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); 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(5)
(INVESTMENT PROFESSIONALS) 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 INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN PRESSURE Technologies PLC.
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 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 SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE
DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, 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. NO MONEY,
SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED
STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE
ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN 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.
No action has been taken by the Company, N+1 Singer or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
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), Canada, the Republic
of Ireland, Australia, the Republic of South Africa, Japan or any
other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
("FSMA") does not apply.
The Placing 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. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Information" section of this Announcement.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In particular, each such Placee represents, warrants,
undertakes, agrees and acknowledges (amongst other things)
that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2 in the case of a Relevant Person in the EEA who acquires any
Placing Shares pursuant to the Placing:
2.1 it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
2.2 in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
2.2.1 the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the EEA other than
Qualified Investors or in circumstances in which the prior consent
of N+1 Singer has been given to the offer or resale; or
2.2.2 where Placing Shares have been acquired by it on behalf of
persons in the EEA other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons;
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; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United
States acquiring the Placing Shares in offshore transactions as
defined in and in accordance with Regulation S under the Securities
Act.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the
Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and any information publicly announced through a
Regulatory Information Service ) by or on behalf of the Company on
or prior to the date of this Announcement (the "Publicly Available
Information") and subject to any further terms set forth in the
form of confirmation to be sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms that it has neither received nor relied on
any information (other than the Publicly Available Information),
representation, warranty or statement made by or on behalf of N+1
Singer, the Company or any other person and none of N+1 Singer, the
Company or any other person acting on such person's behalf nor any
of their respective affiliates has or shall have any liability for
any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee
should consider any information in this Announcement to be legal,
tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
N+1 Singer has today entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms and
subject to the conditions set out in the Placing Agreement, N+1
Singer, as agent for and on behalf of the Company, have agreed to
use its reasonable endeavours to procure Placees for the Placing
Shares at the Issue Price.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing ordinary share
capital of the Company (the "Ordinary Shares"), 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.
As part of the Placing, the Company has agreed that it will not
for a period of six months after (but including) Admission,
directly or indirectly, issue, offer, sell, lend, pledge, contract
to sell or issue, grant any option, right or warrant to purchase or
otherwise dispose of any Ordinary Shares (or any interest therein
or in respect thereof) or other securities of the Company
exchangeable for, convertible into or representing the right to
receive Ordinary Shares or any substantially similar securities or
otherwise enter into any transaction (including derivative
transaction) directly or indirectly, permanently or temporarily, to
dispose of any Ordinary Shares or undertake any other transaction
with the same economic effect as any of the foregoing or announce
an offering of Ordinary Shares or any interest therein or to
announce publicly any intention to enter into any transaction
described above. This agreement is subject to certain customary
exceptions and does not prevent the grant or exercise of options
under any of the Company's existing share incentives and share
option schemes, or following Admission the issue by the Company of
any Ordinary Shares upon the exercise of any right or option or the
conversion of a security already in existence.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM.
It is expected that Admission will take place no later than 8.00
a.m. on 18 December 2020 and that dealings in the New Ordinary
Shares on AIM will commence at the same time.
Bookbuild
N+1 Singer will today commence the Bookbuild to determine demand
for participation in the Placing by Placees. This Announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
N+1 Singer shall be entitled to effect the Placing by such
alternative method to the Bookbuild as it may, in its sole
discretion, determine.
A Relevant Person who wishes to participate in the Bookbuild
should communicate its bid by telephone to its usual sales contact
at N+1 Singer. If successful, an allocation will be confirmed
orally following the close of the Bookbuild, and a conditional
contract note will be dispatched as soon as possible
thereafter.
A Placee's acceptance of their allocation in the Placing shall
be irrevocable and its obligations in respect thereof shall not be
capable of rescission or termination by it in any circumstance
except fraud.
Principal terms of the Placing
1 N+1 Singer is acting as nominated adviser, sole broker and
sole bookrunner to the Placing, as agent for and on behalf of the
Company. N+1 Singer is authorised and regulated in the United
Kingdom by the FCA and is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
N+1 Singer or for providing advice in relation to the matters
described in this Announcement.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by N+1 Singer to participate.
N+1 Singer and any of its affiliates are entitled to participate in
the Placing as principal.
3 The Issue Price is fixed at 60 pence and is payable to N+1
Singer (as agent for the Company) by all Placees.
4 The number of Placing Shares to be issued will be agreed
between the Company and N+1 Singer following completion of the
Bookbuild. The number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
5 The Bookbuild is expected to close no later than 7.00 p.m.
(London time) on 30 November 2020 but may be closed earlier or
later at the discretion of N+1 Singer. N+1 Singer reserves the
right to scale back the number of Placing Shares to be subscribed
for or acquired by any Placee in the event of an oversubscription
under the Placing. N+1 Singer also reserves the right not to accept
offers for Placing Shares or to accept such offers in part rather
than in whole.
6 Each Placee's allocation is determined by N+1 Singer in its
discretion following consultation with the Company and will be
confirmed orally by N+1 Singer and a form of confirmation will be
dispatched as soon as possible thereafter. That oral confirmation
will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of N+1
Singer and the Company, under which it agrees to acquire the number
of Placing Shares allocated to the Placee at the Issue Price and
otherwise on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of
association. Except with N+1 Singer's written consent, such
commitment will not be capable of variation or revocation after the
time at which it is submitted.
7 Each Placee's allocation and commitment will be evidenced by a
form of confirmation issued to such Placee by N+1 Singer. The terms
of this Appendix will be deemed incorporated in that form of
confirmation.
8 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to N+1 Singer (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the 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 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
10 All obligations of N+1 Singer under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Termination of the
Placing".
11 By participating in the Placing, each Placee will agree that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
12 To the fullest extent permissible by law and applicable FCA
rules, none of (a) N+1 Singer, (b) any of N+1 Singer' respective
affiliates, agents, directors, officers, consultants, (c) to the
extent not contained within (a) or (b), any person connected with
N+1 Singer as defined in FSMA ((b) and (c) being together
"affiliates" and individually an "affiliate" of N+1 Singer), (d)
any person acting on behalf of N+1 Singer, shall have any liability
(including to the extent permissible by law, any fiduciary duties)
to Placees or to any other person whether acting on behalf of a
Placee or otherwise. In particular, neither N+1 Singer nor any of
its respective affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of
their conduct of the Placing or of such alternative method of
effecting the Placing as N+1 Singer and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they
will be sent a form of confirmation or electronic confirmation by
N+1 Singer, as soon as it is able which will confirm the number of
Placing Shares allocated to them, the Issue Price and the aggregate
amount owed by them to N+1 Singer.
Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed as
directed by N+1 Singer in accordance with either the standing CREST
or certificated settlement instructions which they have in place
with N+1 Singer.
Settlement of transactions in the Placing Shares (ISIN:
GB00B1XFKR57) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is
expected to take place on 18 December 2020 unless otherwise
notified by N+1 Singer and Admission is expected to occur no later
than 8.00 a.m. on 18 December 2020 unless otherwise notified by N+1
Singer. Admission and Settlement may occur at an earlier date,
which if achievable, will be set out in the Circular. Settlement
will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the
Company and N+1 Singer may agree that the Placing Shares should be
issued in certificated form. N+1 Singer reserves the right to
require settlement for the Placing Shares, and to deliver the
Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by N+1 Singer.
Each Placee agrees that, if it does not comply with these
obligations, N+1 Singer may sell, charge by way of security (to any
funder of N+1 Singer) or otherwise deal with any or all of their
Placing Shares on their behalf and retain from the proceeds, for
N+1 Singer's own account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due and any
costs and expenses properly incurred by N+1 Singer a result of the
Placee's failure to comply with its obligations. The relevant
Placee will, however, remain liable for any shortfall below the
amount owed by it and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until such time as it has fully complied with its
obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
conditional form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to United Kingdom stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of N+1 Singer under the Placing Agreement are,
and the Placing is, conditional upon, inter alia:
(a) the passing of the Placing Resolutions at the General
Meeting (or at any adjournment thereof);
(b) the Directors certifying that none of the representations
and warranties on the part of the Company contained in the Placing
Agreement are untrue or inaccurate on Admission, by reference to
the facts and circumstances then subsisting;
(c) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(d) no matter having arisen before Admission which might
reasonably be expected to give rise to an indemnity claim under the
Placing Agreement;
(e) Admission occurring by not later than 8.00 a.m. on 18
December 2020 (or such later date as the Company and N+1 Singer may
agree in writing),
(all conditions to the obligations of N+1 Singer included in the
Placing Agreement being together, the "conditions").
If any of the conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived in accordance with the
Placing Agreement within the stated time periods (or such later
time and/or date as the Company and N+1 Singer may agree), or the
Placing Agreement is terminated in accordance with its terms, the
Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time and each Placee agrees that no
claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Certain conditions may be waived in whole or in part by N+1
Singer, in its absolute discretion by notice in writing to the
Company and N+1 Singer may also agree in writing with the Company
to extend the time for satisfaction of any condition. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
N+1 Singer may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
Neither of N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers, employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of
them may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing
nor for any decision any of them may make as to the satisfaction of
any condition or in respect of the Placing generally and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of N+1 Singer.
Termination of the Placing
N+1 Singer may terminate the Placing Agreement, in accordance
with its terms, at any time prior to Admission if, in the good
faith opinion of N+1 Singer, inter alia:
(a) it comes to the attention of N+1 Singer that any of the
warranties were not true or accurate when given; or
(b) it comes to the attention of N+1 Singer that the Company has
failed to comply with its obligations under the Placing Agreement,
FSMA, the AIM Rules or other applicable Law; or
(c) it comes to the attention of N+1 Singer that any statement
contained in the Placing Documents (as defined in the Placing
Agreement) has become untrue, inaccurate or misleading; or
(d) there has occurred a force majeure event or any material
adverse change has occurred in the financial position or prospects
or business of the Company and its subsidiary undertakings (taken
as whole) which, in the opinion of N+1 Singer, will or is likely to
be prejudicial to the Placing or Admission or to the subscription
for Placing Shares by Placees.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim can be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and N+1 Singer that the exercise by the Company or N+1
Singer of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or N+1 Singer and that neither of the
Company nor N+1 Singer need make any reference to such Placee and
that neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" section
above and will not be capable of rescission or termination by it
after the issue by N+1 Singer of a form of confirmation confirming
each Placee's allocation and commitment in the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) that
(save where N+1 Singer expressly agrees in writing to the
contrary):
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on,
and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Placing
Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document: (a) is required under the Prospectus
Regulation or other applicable law; and (b) has been or will be
prepared in connection with the Placing;
3 the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and MAR,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4 it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and neither N+1 Singer, the Company nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this Announcement,
or the Publicly Available Information; nor has it requested neither
of N+1 Singer, the Company, any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;
5 neither N+1 Singer, any person acting on behalf of it or any
of its affiliates, agents, directors, officers or employees has or
shall have any liability for any Publicly Available Information, or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
6 the only information on which it is entitled to rely on and on
which it has relied in committing to subscribe for the Placing
Shares is contained in the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on Publicly Available Information; neither N+1
Singer, the Company nor any of their respective affiliates, agents,
directors, officers or employees has made any representation or
warranty to it, express or implied, with respect to the Company,
the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information; it has conducted
its own investigation of the Company, the Placing and the Placing
Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to
participate in the Placing; and it has not relied on any
investigation that N+1 Singer or any person acting on its behalf
may have conducted with respect to the Company, the Placing or the
Placing Shares;
7 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither N+1 Singer nor any
persons acting on behalf of it is responsible for or has or shall
have any liability for any information, representation, warranty or
statement relating to the Company contained in this Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;
8 the Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of
the United States, or any state or other jurisdiction of the United
States, the Republic of Ireland, Australia, Canada, Republic of
South Africa or Japan and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, the Republic of
Ireland, Australia, Canada, South Africa or Japan or in any country
or jurisdiction where any such action for that purpose is
required;
9 it and/or each person on whose behalf it is participating:
9.1 is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant
jurisdictions;
9.2 has fully observed such laws and regulations;
9.3 has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and
9.4 has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and complied with all necessary formalities to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
10 it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, or subject to the laws of,
the United States, Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa, and it acknowledges and
agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation
of the United States, Australia, Canada, Japan, the Republic of
Ireland or the Republic of South Africa and may not be offered,
sold, or acquired, directly or indirectly, within those
jurisdictions;
11 the Placing Shares have not been, and will not be, registered
under the Securities Act and may not be offered, sold or resold in
or into or from the United States except pursuant to an effective
registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with
applicable state securities laws; and no representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
12 it and the beneficial owner of the Placing Shares is, and at
the time the Placing Shares are acquired will be, outside the
United States and acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S
under the Securities Act;
13 it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or
distribution thereof within the meaning of the Securities Act;
14 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
15 it understands that:
15.1 the Placing Shares are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act and will be
subject to restrictions on resale and transfer subject to certain
exceptions under US law;
15.2 no representation is made as to the availability of the
exemption provided by Rule 144 for resales or transfers of Placing
Shares; and
15.3 it will not deposit the Placing Shares in an unrestricted
depositary receipt programme in the United States or for US persons
(as defined in the Securities Act);
16 it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:
16.1 in an offshore transaction in accordance with Rules 903 or
904 of Regulation S under the Securities Act; or
16.2 pursuant to another exemption from registration under the Securities Act, if available,
and in each case in accordance with all applicable securities
laws of the states of the United States and other
jurisdictions;
17 no representation has been made as to the availability of the
exemption provided by Rule 144, Rule 144A or any other exemption
under the Securities Act for the reoffer, resale, pledge or
transfer of the Placing Shares;
18 it understands that the Placing Shares are expected to be
issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares
will, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the
Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE
FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS
THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";
19 it is not taking up the Placing Shares as a result of any
"general solicitation" or "general advertising" efforts (as those
terms are defined in Regulation D under the Securities Act) or any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
20 it understands that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States
federal, state and local income tax laws and foreign tax laws
generally;
21 neither N+1 Singer, its affiliates, agents, directors,
officers or employees nor any person acting on behalf of any of
them is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of N+1 Singer and N+1
Singer has no duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
22 it has the funds available to pay for the Placing Shares for
which it has agreed to subscribe and acknowledges and agrees that
it will make payment to N+1 Singer for the Placing Shares allocated
to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as N+1 Singer may, in its absolute
discretion determine without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
23 no action has been or will be taken by any of the Company,
N+1 Singer or any person acting on its behalf that would, or is
intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such
action for that purpose is required;
24 the person who it specifies for registration as holder of the
Placing Shares will be: (a) the Placee; or (b) a nominee of the
Placee, as the case may be. Neither N+1 Singer nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees
to acquire Placing Shares pursuant to the Placing and agrees to pay
the Company and N+1 Singer in respect of the same (including any
interest or penalties) on the basis that the Placing Shares will be
allotted to a CREST stock account of N+1 Singer or transferred to a
CREST stock account of N+1 Singer who will hold them as nominee on
behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
25 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, representations
and agreements herein on behalf of each such person.
26 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;
27 it will not make an offer to the public of the Placing Shares
and it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
EEA prior to the expiry of a period of six months from Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the 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 FSMA or an offer to the public in any other
member state of the EEA within the meaning of the Prospectus
Regulation;
28 it is a person of a kind described in: (a) Article 19(5)
(Investment Professionals) and/or 49(2) (High net worth companies
etc.) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and/or an authorised person as
defined in section 31 of FSMA; and (b) section 86(7) of FSMA, being
a person falling within Article 2(e) the Prospectus Regulation. For
such purposes, it 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;
29 it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to Placing Shares in circumstances in
which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by N+1 Singer
in its capacity as an authorised person under section 21 of FSMA
and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an
authorised person;
30 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of FSMA in
respect of anything done in, from or otherwise involving the United
Kingdom);
31 if it is a financial intermediary, as that term is used in
Article 5(1) 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 which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the express
prior written consent of N+1 Singer has been given to the offer or
resale;
32 it has neither received nor relied on any confidential price
sensitive information about the Company in accepting this
invitation to participate in the Placing;
33 neither N+1 Singer nor any of its affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or for
any information previously published by or on behalf of the Company
or any other written or oral information made available to or
publicly available or filed information or any representation,
warranty or undertaking relating to the Company, and will not be
liable for its decision to participate in the Placing based on any
information, representation, warranty or statement contained in
this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud;
34 neither N+1 Singer, the Company, nor any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of N+1 Singer, the Company or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor
the exercise or performance of N+1 Singer rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
35 it acknowledges and accepts that N+1 Singer may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to the Placing Shares and/or related
instruments for its own account for the purpose of hedging its
underwriting exposure or otherwise and, except as required by
applicable law or regulation, N+1 Singer will not make any public
disclosure in relation to such transactions;
36 N+1 Singer and each of its affiliates, each acting as an
investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by N+1 Singer and/or any of
its affiliates, acting as an investor for its or their own
account(s). Neither N+1 Singer nor the Company intend to disclose
the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
37 it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA within the meaning of the Prospectus
Regulation;
38 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (together, the "Regulations") and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
39 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation
No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms
that it has and will continue to comply with those obligations;
40 if it has received any inside information (for the purposes
of the MAR and section 56 of the Criminal Justice Act 1993 or other
applicable law) about the Company in advance of the Placing, it has
not:
40.1 dealt (or attempted to deal) in the securities of the Company;
40.2 encouraged, recommended or induced another person to deal
in the securities of the Company; or
40.3 unlawfully disclosed such information to any person, prior
to the information being made publicly available;
41 in order to ensure compliance with the Money Laundering
Regulations 2007, N+1 Singer (for itself and as agent on behalf of
the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to N+1 Singer or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at N+1 Singer's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at N+1 Singer's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity N+1
Singer (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, N+1 Singer and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
42 acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the form of
confirmation will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or N+1
Singer's conduct of the Placing;
43 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
44 it irrevocably appoints any duly authorised officer of N+1
Singer as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
45 the Company, N+1 Singer and others (including each of their
respective affiliates, agents, directors, officers or employees)
will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which
are given to N+1 Singer, on its own behalf and on behalf of the
Company and are irrevocable;
46 if it is acquiring the Placing Shares as a fiduciary or agent
for one or more investor accounts, it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
47 time is of the essence as regards its obligations under this Appendix;
48 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to N+1 Singer;
49 the Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
50 these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire shares
pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or N+1 Singer in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, N+1 Singer and each of their respective affiliates,
agents, directors, officers and employees harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by N+1 Singer, the
Company or each of their respective affiliates, agents, directors,
officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the
completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, direct by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement related to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor N+1 Singer shall be responsible for such
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify N+1 Singer
accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the acquisition by them of any Placing Shares or the agreement by
them to acquire any Placing Shares and each Placee, or the Placee's
nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and N+1 Singer in the event that
either the Company and/or N+1 Singer has incurred any such
liability to such taxes or duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to N+1 Singer for
itself and on behalf of the Company and are irrevocable.
Each Placee and any person acting on behalf of the Placee
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings, acknowledgements, agreements or indemnities in the
Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer may (at its absolute
discretion) satisfy its obligation to procure Placees by itself
agreeing to become a Placee in respect of some or all of the
Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under
FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a
consequence this money will not be segregated from N+1 Singer's
money (as applicable) in accordance with the client money rules and
will be held by it under a banking relationship and not as
trustee.
References to time in this Announcement are to London time,
unless otherwise stated.
All times and dates in this Announcement may be subject to
amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
DEFINITIONS
In this Appendix to the Announcement and, as the context shall
admit, in the Announcement the following words shall have the
following meanings:
"Directors" the board of directors of the Company
for the time being;
"certificated" or "in the description of a share or other
certificated form" security which is not in uncertificated
form (that is not in CREST);
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the Operator (as defined
in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001;
"EU" the European Union;
"Euroclear" Euroclear UK & Ireland Limited;
"Form of Proxy" the form of proxy accompanying the Circular
relating to the General Meeting;
"General Meeting" the general meeting of the Company,
notice of which will be set out in the
Circular, and including any adjournment(s)
thereof;
"Issue Price" 60 pence per Placing Share
"N+1 Singer" N+1 Singer Capital Markets Limited
"New Ordinary Shares" together, the Placing Shares and the
PrimaryBid Shares
"Placing Agreement" the agreement dated 30 November 2020
between the Company and N+1 Singer relating
to the Placing;
"Placing Shares" the new Ordinary Shares to be issued
by the Company pursuant to the Placing;
"Regulatory Information has the meaning given in the AIM Rules;
Service"
"Shareholders" holders of Ordinary Shares;
"uncertificated" recorded on a register of securities
maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by means
of CREST;
"United Kingdom" 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 of America and the District of
Columbia.
This information is provided by RNS, the news service of the
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
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END
IOEZZMFMVGGGGZM
(END) Dow Jones Newswires
November 30, 2020 11:35 ET (16:35 GMT)
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