TIDMWAND
RNS Number : 5743R
WANdisco Plc
09 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT
SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
9 March 2021
WANdisco plc
("WANdisco" or the "Company")
Proposed Placing and Subscription to raise approximately $45
million
and
Notice of General Meeting
WANdisco plc (AIM: WAND), the LiveData company, announces a
proposed fundraising by way of a subscription (the "Subscription")
and a placing (the "Placing", together with the Subscription, the
"Fundraising") to raise approximately $45 million in aggregate at a
price per share of 446 pence per Ordinary Share (the "Issue
Price").
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") to be undertaken by Stifel
Nicolaus Europe Limited ("Stifel"). The Bookbuild will be launched
immediately following the release of this announcement. The Placing
is subject to the terms and conditions set out in the Appendix to
this announcement.
The Company also intends to enter into subscription agreements
("Subscription Agreements") with certain U.S. investors who have
indicated that they intend to subscribe for an aggregate amount of
5,594,152 new Ordinary Shares (the "Subscription Shares")
equivalent to $34.5 million at the Issue Price. Up to $30 million
raised by way of the Subscription will be issued utilising the
Company's existing shareholder authorities from its 2020 AGM, free
of pre-emption rights (the "Firm Subscription"). The additional
$4.5 million raised by way of the Subscription will be conditional
on Shareholder approval at a General Meeting of the Company (the
"Conditional Subscription"). The Subscription Shares represent up
to approximately 10.6 per cent. of the Company's existing issued
share capital. The Subscription is not being made subject to the
terms and conditions set out in the Appendix to this Announcement
and instead will be made on the terms set out in the Subscription
Agreements with the Company.
The Fundraising is being undertaken at an issue price of 446
pence per share which represents a premium of approximately 7 per
cent. to the closing price on 8 March 2021 (being the latest
practicable date prior to this Announcement).
The Placing and Conditional Subscription are conditional, inter
alia, upon Shareholder approval being obtained at the General
Meeting expected to be held at 09:00 BST on 29 March 2021. The Firm
Subscription of up to $30 million will be allotted and issued
utilising the Company's existing shareholder authorities from its
2020 AGM, free of pre-emption rights and will not be conditional
upon the proposed resolutions to be approved at the General
Meeting.
Highlights
-- Proposed Fundraising of approximately $45 million (before
expenses), by way of a Firm Subscription of $30 million, a
proposed Conditional Subscription of $4.5 million by certain
U.S. investors (before expenses) and a proposed Placing of
approximately $11 million with existing and new institutional
investors, in each case at the Issue Price.
-- The Directors intend to use the net proceeds of the Fundraising
(the "Proceeds") to accelerate and strengthen the Group's
commercial position by building balance sheet strength in
order to capitalize on future opportunities to further scale
the business:
* expand opportunities with other cloud vendors such as
AWS and Google (GCP);
* provide capital to accelerate growth and pursue
closer ties with ML/AI (Machine Learning and
Artificial Intelligence) ISVs (Independent Software
Vendors) and widening its SI (System Integrator)
relationships; and
* provide capital for greater enablement support for
the early stages of growth as the Group's
relationships with current Systems Integrators
deepen.
-- In 2020, WANdisco delivered on its primary strategic goal
of becoming the de facto standard for cloud migration on the
Azure cloud with deep product integration. WANdisco has now
been promoted to Azure's preferred product for cloud migration
technology.
In the near-term, the Group plans to accelerate planned commercial
hires to support the Azure and AWS channels, and to accelerate
certain partnerships and engineering efforts with recently
engaged ML/AI partners. Additional areas of potential investment
to accelerate future growth include:
* increase in marketing, sales and R&D infrastructure
to accelerate growth of revenue pipeline, commercial
partnerships and new customer launches; and
* general working capital purposes providing greater
commercial flexibility to the Group.
-- The Fundraising will also enable the Group to build balance
sheet strength for the next stage of its growth, which includes
considering a potential dual-listing on a US market, in addition
to our UK listing, to better position the Company with its
commercial partners and, given the high proportion of US shareholders,
help further maximize shareholder value.
-- The Issue Price represents a premium of approximately 7 per
cent. to the closing price on 8 March 2021, being the last
practical date prior to the publication of this Announcement.
-- The Placing and Conditional Subscription are conditional,
inter alia, upon the Shareholder approval which will be sought
at a General Meeting of the Company, expected to be held at
09:00 BST on 29 March 2021. The Firm Subscription of up to
$30 million will be allotted and issued utilising the Company's
existing shareholder authorities from its 2020 AGM, free of
pre-emption rights and will not be conditional upon the proposed
resolutions to be approved at the General Meeting.
Background to the Placing and use of proceeds
The Company continues to deliver on its strategic goals
underpinned by its patented WANdisco LiveData platform
("LiveData").
In 2020, the Company delivered on its promise of launching the
LiveData Platform on Azure, the first of its kind native Azure
service allowing customers to deploy and use WANdisco's products as
if they were a native Azure offering. The LiveData Platform is
being promoted by Microsoft Azure as the preferred product for
cloud migration, providing a seamless customer experience and is
the fastest and easiest way to establish data connectivity and the
replication of continuously changing data from on-premises to Azure
cloud storage with guaranteed consistency, no downtime and no
business disruption. WANdisco is the first independent software
vendor to be integrated as a service within Microsoft Azure. The
Company's management in conjunction with Microsoft is targeting an
addressable market of 200-300 exabytes of data on-premise, and over
the course of 2021, the Board expects to sign over 50 new customers
on the Azure platform.
The Company also launched its LiveData Migrator on the AWS cloud
in September 2020 with GoDaddy as the launch customer. This
positions the Company with the two largest cloud vendors where its
LiveData Migrator is promoted as the preferred solution for data
migration. The Company continues to expand its relationships with
System Integrators ("SI's") with either Global SIs like Infosys or
more Data and AI focussed SI partners.
The Directors intend to use the net proceeds of the Fundraising
(the "Proceeds") to accelerate and strengthen the Group's
commercial position by building balance sheet strength in order to
capitalize on future opportunities to scale:
-- expand opportunities with other cloud vendors such as AWS and Google (GCP);
-- provide capital to accelerate growth and pursue closer ties
with ML/AI (Machine Learning/Artificial Intelligence) ISVs
(Independent Software Vendors) and widening its SI (System
Integrator) relationships; and
-- provide capital for greater enablement support for the early
stages of growth as the Group's relationships with current Systems
Integrators deepens.
In the near term, the Group plans to accelerate planned
commercial hires to support the Azure and AWS channels, and to
accelerate certain partnerships and engineering efforts with
recently engaged AI/ML partners. Additional areas of potential
investment to accelerate future growth include:
-- increase in marketing, sales and R&D infrastructure to
accelerate growth of revenue pipeline, commercial partnerships and
new customer launches; and
-- general working capital purposes providing greater commercial flexibility to the Group.
The Fundraising will also enable the Group to build balance
sheet strength for the next stage of its growth, which includes
considering a potential dual-listing on a US market. WANdisco
remains committed to AIM and maintaining its AIM listing, but the
Board consider a US listing to be an important strategic step to
help better position the Company with its commercial partners and,
given the high proportion of US shareholders, help further maximize
shareholder value.
Related Party Transaction
The proposed Subscription will take place through Global
Frontier Technology Opportunity Fund, L.P. and a related entity, of
which Grant Dollens is a managing member as well as being a
non-executive director of the Company, as a result of which the
independent directors will be required to consider, having
consulted with its nominated adviser, Stifel, that the terms of the
transaction are fair and reasonable insofar as its shareholders are
concerned.
Current Trading and Outlook
The Company expects to report unaudited revenues of at least
$10.5 million. With the Q4 2020 launch of LiveData Migrator on AWS
and the LiveData Platform on Azure, 2021 marks the beginning of the
growth phase for the company. With key partnerships established
with Azure and AWS, and expanding ties with system integrators, the
Board re-iterates its 2021 guidance of at least $35m in revenue
supported by 100PB of data on Azure and 30PB on AWS. As at 28
February 2021, the Company's cash balance was $19.7 million and
with the injection of new capital, we expect to invest further in
Engineering and Go to Market resources bringing total cash costs in
2021 to c.$ 44 million.
The Company expects to report full year results for the year
ended 31 December 2020 in late April 2021.
David Richards, Chief Executive and Chairman of WANdisco,
commented:
"WANdisco is strategically positioned to deliver on the vast
cloud migration opportunity ahead of us, expanding relationships
beyond Microsoft Azure to partners such as AWS and Google as well
as independent software vendors and system integrators. The
promotion of our LiveData Platform by Microsoft Azure to their
preferred product for cloud migration technology, establishes our
technology as a global standard for cloud enablement. To accelerate
our market opportunity and take our solutions to the next stage of
their evolution, we will be making strategic commercial hires to
support our largest channels and engineering hires to support the
product journey.
In addition, we are pursuing the potential value creation
provided by a US market listing, with access to a greater pool of
capital in the region where many of our investors reside, alongside
an increased profile in the US with our commercial partners. While
WANdisco continues to be committed to the AIM market which has
supported WANdisco's growth to date through access to capital, the
scale of the opportunity ahead and increasing US concentration of
both customers and investors provides a compelling rationale to
pursue a potential US listing."
Details of the Placing and the Subscription
Stifel Nicolaus Europe Limited ("Stifel") is acting as sole
bookrunner ("Bookrunner") in connection with the Placing pursuant
to an agreement entered into between the Company and the Stifel
dated 9 March 2021 (the "Placing Agreement").
The Placing, which is being conducted by way of an accelerated
bookbuilding process available to qualifying new and existing
institutional investors, will be launched immediately following
this announcement (being together with the appendix, the
"Announcement"), in accordance with the terms and conditions set
out in the appendix to this Announcement (the "Appendix").
The timing of the closing of the Placing, the number of Placing
Shares and allocations are at the discretion of the Company and the
Bookrunner and a further announcement confirming these details will
be made in due course. Members of the public are not permitted to
participate in the Placing.
Both the Placing and the Subscription will be at the Issue
Price.
The Subscription of 5,594,152 new Ordinary Shares (the
"Subscription Shares") and the Placing Shares will, when issued, be
credited as fully paid and will rank pari passu with the existing
ordinary shares of the Company including the right to receive all
future dividends and distributions declared, made or paid by
reference to a record date falling after their issue. As the
Company will require additional shareholder authorities in order to
issue the Placing Shares and 729,672 Subscription Shares (the
"Conditional Subscription Shares"), their admission to trading will
be conditional upon shareholder approval. Therefore, a shareholder
circular is expected to be published on 10 March 2021 (the
"Circular") with the General Meeting due to take place on or around
29 March 2021 (the "General Meeting"). The subscription of up to
USD 30 million (the "Firm Subscription") will be allotted and
issued utilising the Company's shareholder authorities from its
2020 AGM, free of pre-emption rights and will not be conditional
upon the proposed resolutions to be approved at the General
Meeting.
The Placing is being structured as a Bookbuild to minimise
execution and market risk.
The Company will make an application for the Subscription Shares
to be admitted to trading on AIM. Subject to Admission becoming
effective, it is expected that the settlement of the Subscription
Shares and trading in the Subscription Shares will commence at 8.00
am on 15 March 2021.
The Company will make an application for the Placing Shares to
be admitted to trading on AIM ("Admission") following the General
Meeting. Subject to Admission becoming effective, it is expected
that the settlement of subscriptions in respect of the Placing
Shares and trading in the Placing Shares will commence at 8.00 a.m.
on 1 April 2021.
The Placing and Subscription is conditional upon, inter alia,
Admission becoming effective and the Placing Agreement and
Subscription Agreements becoming unconditional and not being
terminated. Further details of the Placing Agreement can be found
in the terms and conditions of the Placing contained in the
Appendix to this Announcement and which forms part of this
Announcement.
A further announcement will be made following the completion of
the Bookbuild.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Placing Shares,
investors will be deemed to have read and understood this
Announcement (including the Appendix) in its entirety and to be
making such offer on the terms and subject to the conditions in
this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
The Placing Shares and Subscription Shares will be issued
pursuant to an exemption from registration under the United States
Securities Act of 1933, as amended (the "US Securities Act"). The
securities to be sold have not been registered under the US
Securities Act or state securities laws and may not be offered or
sold in the United States absent registration with the US
Securities and Exchange Commission or an applicable exemption from
such registration requirements. This news release does not
constitute an offer to sell or a solicitation to buy such
securities in the United States.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this Announcement.
Timetable
Latest time and date for receipt of commitments under the
Placing 8.00 p.m. on 9 March 2021
Results of the Placing announced by close of business on 10
March 2021
Circular for General Meeting publication by close of business on
10 March 2021
Admission and dealings in the new Ordinary Shares pursuant to
the Firm Subscription commence 8.00a.m. on 15 March 2021
General Meeting on 29 March 2021
Admission and dealings in the Placing Shares and those
Subscription Shares subject to the Conditional
Subscription commence 8.00 a.m. on 1 April 2021
The dates set out in the expected timetable above may be
adjusted by the Company and Stifel. In such circumstances details
of the new dates will be notified to the London Stock Exchange and
an announcement will be made through a Regulatory Information
Service.
For further information, please contact:
WANdisco plc Via FTI Consulting
David Richards, Chief Executive Officer
and Chairman
Erik Miller, Chief Financial Officer
FTI Consulting +44 (0)20 3727 1137
Matt Dixon / Chris Birt / Kwaku Aning
Stifel (Nomad and Bookrunner) +44 (0)20 7710 7600
Fred Walsh / Richard Short
+44 (0) 7418 922 756 / +44
Equity Sales (0) 7418 922 755
ABB email for orders: SNELProjectHapi@stifel.com
Dealing codes
Ticker: WAND
ISIN for the Placing Shares: JE00B6Y3DV84
SEDOL for the Placing Shares: B6Y3DV8
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR") as
retained as part of UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Market Soundings, as defined in
MAR, were taken in respect of the proposed Placing with the result
that certain persons became aware of this inside information, as
permitted by MAR. Upon the publication of this announcement, this
inside information is now considered to be in the public domain.
The person responsible for arranging for the release of this
announcement on behalf of WANdisco is David Richards, Chief
Executive Officer and Chairman of WANdisco.
About WANdisco:
WANdisco is the LiveData company. WANdisco solutions enable
enterprises to create an environment where data is always
available, accurate and protected, creating a strong backbone for
their IT infrastructure and a bedrock for running consistent,
accurate machine learning applications. With zero downtime and zero
data loss, WANdisco's products keep geographically dispersed data
at any scale consistent between on-premises and cloud environments
allowing businesses to operate seamlessly in a hybrid or
multi-cloud environment. WANdisco has over a hundred customers and
significant go-to-market partnerships with Microsoft Azure, Amazon
Web Services, Google Cloud, Oracle, and others as well as OEM
relationships with IBM and Alibaba. For more information on
WANdisco, visit http://www.wandisco.com.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia). The Placing Shares and
the Subscription Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "US
Securities Act") or with any securities regulatory authority of any
state or jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public
offering of securities in the United States.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. By
their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including amongst
other things, United Kingdom domestic and global economic business
conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental
and regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of Manufacturers under the Product Governance
requirements contained within: (a) Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II"); (b) Articles 9
and 10 of the Delegated Directive; and (c) local implementing
measures (the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise which any "manufacturer" (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that the Ordinary
Shares are (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the proposed placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the
Bookrunner will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability of appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Ordinary Shares and determining appropriate
distribution channels.
Stifel is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Stifel will not be responsible to anyone (including
any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Stifel or 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 therefore is expressly disclaimed.
Appendix
Terms and Conditions of the Placing
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (A) PERSONS IN THE UNITED KINGDOM OR MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS
REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMED FROM TIME TO
TIME AND, IN RELATION TO THE UNITED KINGDOM, as retained as part of
UK law by virtue of the European Union (Withdrawal) Act 2018 as
amended) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), AND
(B) IF IN THE UNITED KINGDOM, PERSONS WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, AND (C)
OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON.
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE
COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
Unless otherwise defined in these terms and conditions,
capitalised terms used in these terms and conditions shall have the
meaning given to them in this Announcement.
The Placees will be deemed to have read and understood this
Announcement, including its Appendices, in its entirety and to be
participating in the Placing on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and
undertakings, contained in this Appendix. In particular, each such
Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated
to it for the purposes of its business;
2. if it is in the United Kingdom or a member state of the EEA
and/or if it is a financial intermediary, as that term is
used in Article 3(2) of the Prospectus Regulation, that any
Placing Shares acquired by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons
in the United Kingdom or any member state of the EEA in circumstances
which may give rise to an offer of securities to the public,
other than an offer or resale in the United Kingdom or a member
state of the EEA which has implemented the Prospectus Regulation
to Qualified Investors, or in circumstances in which the prior
consent of Stifel has been given to each such proposed offer
or resale;
3. it is acquiring the Placing Shares for its own account or
is acquiring the Placing Shares for an account with respect
to which it exercises sole investment discretion and has the
authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements
contained in this Announcement;
4. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
5. it acknowledges that the Placing Shares have not been and
will not be registered under the US Securities Act or with
any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered,
sold or transferred, directly or indirectly, within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States;
6. except as otherwise permitted by the Company and subject to
available exemptions from applicable securities laws, it,
and the person(s), if any, for whose account or benefit it
is acquiring the Placing Shares: (i) will be either (a) if
outside the United States, purchasing the Placing Shares in
an "offshore transaction" as defined in Regulation S under
the US Securities Act ("Regulation S"), in accordance with
Rule 903 or Rule 904 of Regulation S or (b) if in the United
States, a qualified institutional buyer ("QIB"), as such term
is defined in Rule 144A under the US Securities Act ("Rule
144A"), purchasing the Placing Shares in accordance with Rule
144A, and a major US institutional investor, as defined in
Rule 15a-6 under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act") (ii) it is aware of the restrictions
on the offer and sale of the Placing Shares pursuant to Regulation
S, Rule 144A, and the US Securities Act, as applicable; and
(iii) the Placing Shares have not been offered to it by means
of any "directed selling efforts" as defined in Regulation
S; and
7. the Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, acknowledgements
and agreements.
Selling Restrictions
The Placing Shares have not been and will not be registered
under the US Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold, transferred, delivered or distributed, directly or
indirectly, within, into or in the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. The Placing is being made (i)
outside the United States in accordance with Regulation S and
applicable laws, and (ii) by way of an offering of the Placing
Shares to persons in the United States and to US Persons who are
QIBs and major US institutional investors as defined in Rule 15a-6
under the US Exchange Act, in transactions exempt from the
registration requirements of the US Securities Act.
The 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
The Bookrunner is not making any representation to any Placees
regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into the Placing Agreement with
Stifel (the Company's Nominated Adviser and sole bookrunner in
connection with the Placing) (the "Bookrunner") under which,
subject to the conditions set out therein, the Bookrunner has
agreed, as agent for and on behalf of the Company, to use its
reasonable endeavours to procure Placees for the Placing Shares, at
the Issue Price. The Placing is not being underwritten by the
Bookrunner or any other person.
The price per Ordinary Share at which the Placing Shares are to
be placed (the "Issue Price") and the final number of Placing
Shares will be decided at the close of the Bookbuild following the
execution of the placing terms by the Company and the Bookrunner
(the "Term Sheet"). The timing of the closing of the book, pricing
and allocations are at the discretion of the Company and the
Bookrunner. Details of the Placing Price and the number of Placing
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares in the Company, including the right to receive all dividends
and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Applications will be made to London Stock Exchange for admission
of the Placing Shares to trading on AIM in accordance with the AIM
Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m.
on or around 1 April 2021 (or such later time or date as Stifel may
agree with the Company) and that dealings in the Placing Shares
will commence at that time, and in any event no later than 23 April
2021.
Bookbuild
The Bookrunner will today commence the bookbuilding process in
respect of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as they may, in
their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is arranging the Placing as bookrunner and
placing agent of the Company.
2. Participation in the Placing will only be available to persons
who are Relevant Persons and who may lawfully be, and are,
invited to participate by a Bookrunner. The Bookrunner's agents
and its affiliates are each entitled to enter bids in the
Bookbuild as principal.
3. The Bookbuild if successful, will establish the Issue Price
payable to the Bookrunner, as settlement agents for the Company,
by all Placees whose bids are successful. The final number
of Placing Shares will be agreed between the Bookrunner and
the Company following completion of the Bookbuild. Subject
to the execution of the Term Sheet, the Issue Price and the
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild
(the "Pricing Announcement").
4. To bid in the Bookbuild, Placees should communicate their
bid by telephone or in writing to their usual sales contact
at the Bookrunner. Each bid should state the aggregate number
of Placing Shares which the prospective Placee wishes to subscribe
for at either the Issue Price which is ultimately established
by the Company and the Bookrunner, or at prices up to a price
limit specified in its bid. Bids may be scaled down by the
Bookrunner on the basis referred to in paragraph 9 below.
The Bookrunner is arranging the Placing as agents of the Company.
5. The Bookbuild will open with immediate effect following release
of this Announcement and close as soon as reasonably practicable
thereafter. The Bookrunner may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
The Company reserves the right (upon the agreement of the
Bookrunner) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by
the Bookrunner in its sole discretion and, subject to the
execution of the Term Sheet, will be confirmed orally by the
Bookrunner as agent of the Company following the close of
the Bookbuild. That oral confirmation will constitute an irrevocable
legally binding commitment upon that person (who will at that
point become a Placee) to acquire the number of Placing Shares
allocated to it and to pay the Issue Price in respect of such
shares on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association
and each Placee will be deemed to have read and understood
this Announcement (including this Appendix) in its entirety.
7. Each prospective Placee's allocation and commitment will be
evidenced by a form of confirmation or contract note and/or
electronic trade confirmation issued to such Placee by the
Bookrunner. The terms of this Appendix will be deemed incorporated
by reference therein.
8. Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the Bookrunner, to pay as
principal to that Bookrunner (or as it may direct) in cleared
funds immediately on the settlement date an amount equal to
the product of the Issue Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed
to allot and issue to that Placee.
9. The Bookrunner reserves the right not to accept bids or may
choose to accept bids, either in whole or in part, on the
basis of allocations determined in agreement with the Company
and may scale down any bids for this purpose on such basis
as they may determine. The Bookrunner may also, notwithstanding
paragraphs 3 and 4 above, subject to the prior consent of
the Company (i) allocate Placing Shares after the time of
any initial allocation to any person submitting a bid after
that time; and (ii) allocate Placing Shares after the Bookbuild
has closed to any person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which
it is made and, except with the consent of the Bookrunner,
will not be capable of variation or revocation after the time
at which it is submitted.
11. Except as required by law or regulation, no press release
or other announcement will be made by the Bookrunner or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's
prior written consent.
12. Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares
to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be subject
to fulfilment or (where applicable) waiver of the conditions
referred to below under "Conditions of the Placing" and to
the Placing not being terminated on the basis referred to
below under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and
will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither the Bookrunner
nor any of its affiliates, agents, directors, officers or
employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise).
In particular, neither the Bookrunner nor any of its affiliates,
agents, directors, officers or employees shall have any liability
(including to the extent permissible by law, any fiduciary
duties) in respect of the Bookrunner's conduct of the Bookbuild
or of such alternative method of effecting the Placing as
the Bookrunner and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Bookrunner's obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others)
(the "Conditions"):
1. the London Stock Exchange agreeing to admit the Placing Shares
to trading on AIM (subject only to allotment);
2. Admission and dealings in Placing Shares occurring no later
than 8.00 a.m. BST on 1 April 2021 (or such later time or
date as the Bookrunner may otherwise agree with the Company,
being no later than 8.00 a.m. BST on 23 April 2021) (the
"Closing Date");
3. the Term Sheet having been executed by the Company and the
Bookrunner no later than 7.00 a.m. BST on 10 March 2021 (or
such later time or date as Stifel may otherwise agree with
the Company);
4. the Resolutions (as shall be set out in the Circular) being
approved by the requisite majority of Shareholders attending
and voting at the General Meeting;
5. there having been no development or event resulting in a
Material Adverse Effect which could, in the good faith opinion
of Stifel, materially and adversely affect the Placing or
dealings in the Ordinary Shares following Admission;
6. the delivery by the Company to the Bookrunner of a certificate
signed by a Director for and on behalf of the Company not
later than 5.00 p.m. BST on the Business Day immediately
prior to the date on which Admission is expected to occur
(and dated as of such date);
7. the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement; and
8. none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate or misleading
when made and none of the warranties ceasing to be true and
accurate or becoming misleading at any time prior to Admission
by reference to the facts and circumstances then subsisting.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by the Bookrunner) or
become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Bookrunner may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement (including
this Appendix).
Lock-up
The Company has undertaken that it will not at any time between
the date of the Placing Agreement and the date which is 90 days
from the date of Admission, offer, issue, sell, contract to sell,
issue options in respect of or otherwise dispose of any securities
of the Company (or any interest therein or in respect thereof) or
any other securities exchangeable for, or convertible into, or
substantially similar to, Ordinary Shares or enter into any
transaction having substantially the same effect or agree to do any
of the foregoing other than with the prior written consent of
Stifel (save in respect of any shares or options granted or to be
granted under the terms of the Company's share schemes and
restricted stock units and any Subscription Shares pursuant to the
Subscription Agreements).
Right to terminate under the Placing Agreement
At any time before Admission, the Bookrunner is entitled to
terminate the Placing Agreement in the following circumstances,
amongst others: (i) if any of the Company's warranties or
representations are not or cease to be true and accurate in any
respect which the Bookrunner considers to be material in the
context of the Placing and/or Admission; or (ii) if it comes to the
notice of the Bookrunner that any statement contained in the
Placing Agreement was or has become untrue, incorrect or misleading
in any respect which the Bookrunner considers to be material in the
context of the Placing and/or Admission; or (iii) in the opinion of
the Bookrunner, there shall have occurred any Material Adverse
Change (as defined in the Placing Agreement); or (v) if there has
occurred (a) a general moratorium on commercial banking activities
in London declared by the relevant authorities or a material
disruption in commercial banking or securities settlement or
clearance services in the United Kingdom, (b) the outbreak or
escalation of hostilities or acts of terrorism involving the United
Kingdom or any other Relevant Jurisdiction or the declaration by
the United Kingdom or any other Relevant Jurisdiction of a national
emergency or war; (c) any other occurrence of any kind which (by
itself or together with any other such occurrence) in the
Bookrunner's reasonable opinion is likely to materially and
adversely affect the market's position or prospects of the Group
taken as a whole; or (d) any other crisis of international or
national effect or any change in any currency exchange rates or
controls or in any financial, political, economic or market
conditions or in market sentiment which, in any such case, in the
Bookrunner's reasonable opinion is likely to adversely affect the
Placing in a material way.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of that Bookrunner, and that it need not make any reference to
Placees and that the Bookrunner shall have no liability to Placees
whatsoever in connection with any such exercise or failure so to
exercise.
No prospectus or admission document
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA or
the LSE in relation to the Placing and Placees' commitments will be
made solely on the basis of their own assessment of the Company,
the Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, the Bookrunner or any other person and neither the
Bookrunner nor the Company nor any of their respective affiliates
will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Each Placee
should not consider any information in this Announcement to be
legal, tax or business advice. Each Placee should consult its own
legal adviser, tax adviser and/or business adviser for legal, tax
and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00B6Y3DV84) following Admission will take place within the CREST
system, subject to certain exceptions. The Company and the
Bookrunner reserve the right to require settlement for and delivery
of the Placing Shares (or a portion thereof) to Placees by such
other means that they deem necessary, including in certificated
form, if in either Bookrunner's reasonable opinion delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note or electronic confirmation in accordance with the
standing arrangements in place with the Bookrunner stating the
number of Placing Shares to be allocated to it at the Issue Price,
the aggregate amount owed by such Placee to the Bookrunner or its
sub-agent and settlement instructions. Each Placee will be deemed
to agree that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions that it has in place
with the Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by Stifel or its sub-agent, in each case, as agent for and
on behalf of the Company and will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 1 April 2021 on a
trade date + 3 basis in accordance with the instructions set out in
the contract note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the account and benefit of the
Bookrunner, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax or other stamp, securities, transfer, registration, execution,
documentary or other similar impost, duty or tax (together with any
interest or penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Bookrunner all such authorities and
powers necessary to carry out any such transaction and agrees to
ratify and confirm all actions which that Bookrunner lawfully takes
on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation (as applicable) is copied and
delivered immediately to the relevant person within that
organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither of the Bookrunner nor the
Company shall be responsible for the payment thereof. Placees (or
any nominee or other agent acting on behalf of a Placee) will not
be entitled to receive any fee or commission in connection with the
Placing.
In the event of any difficulties or delays in the admission of
the Placing Shares to CREST or the use of CREST in the Placing, the
Company and the Bookrunner may agree that the Placing Shares should
be issued in certificated form. The Bookrunner 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.
Representations and warranties
By participating in the Placing, each prospective Placee (and
any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(as the case may be) with Stifel (in its capacity as the nominated
adviser, sole bookrunner and agent of the Company) and the Company,
in each case as a fundamental term of its application for Placing
Shares, that:
1. it has read and understood this Announcement (including its
Appendices) in its entirety and that its participation in
the Bookbuild and the Placing and its acquisition of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained
herein;
2. no offering document or prospectus or admission document
has been prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. it has neither received nor relied on any 'inside information'
as defined in MAR concerning the Company, including, but
not limited to, any price sensitive information concerning
the Company, in accepting this invitation to participate
in the Placing;
4. it has the power and authority to carry on the activities
in which it is engaged, to acquire Placing Shares and to
execute and deliver all documents necessary for such acquisition;
5. neither the Bookrunner nor the Company nor any of their respective
affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them has provided,
and none of them will provide it, with any material regarding
the Placing Shares or the Company other than information
included in this Announcement (including this Appendix),
nor has it requested any of Stifel, the Company, or any of
their respective affiliates or any person acting on behalf
of any of them to provide it with any such information;
6. (i) it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced
to a Regulatory Information Service by or on behalf of the
Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's Ordinary Shares
are listed on AIM and the Company is therefore required to
publish certain business and financial information in accordance
with the rules and practices of the LSE and relevant regulatory
authorities (the "Exchange Information"), which includes
a description of the nature of the Company's business, most
recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such
Exchange Information as it has deemed necessary or that it
is able to obtain or access the Exchange Information without
undue difficulty; and (iii) it has had access to such financial
and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs
of the Company, the Placing and the Placing Shares, as well
as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary
in connection with its own investment decision to acquire
any of the Placing Shares and has satisfied itself that the
information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing;
7. (i) neither the Company, Stifel, nor any of their respective
affiliates has made any representations to it, express or
implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, completeness or adequacy
of the Publicly Available Information or the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof; and (ii) it will not hold the Bookrunner or any
of its affiliates responsible for any misstatements in or
omissions from any Publicly Available Information or any
Exchange Information. Nothing in this paragraph or otherwise
in this Announcement (including this Appendix) excludes the
liability of any person for fraudulent misrepresentation
made by that person;
8. the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that
neither Stifel, nor any of its affiliates, agents, directors,
officers or employees nor any person acting on its behalf
has or shall have any liability for any information, representation
or statement contained in this Announcement (including this
Appendix) or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement
or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled
to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement (including this Appendix) and any Publicly Available
Information including (without limitation) the Exchange Information,
such information being all that it deems necessary to make
an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given, investigation made or representations, warranties
or statements made by any of Stifel or the Company nor any
of their respective affiliates, agents, directors, officers
or employees nor any person acting on its or their behalf
and neither the Bookrunner nor the Company nor any of their
respective affiliates, agents, directors, officers or employees
will be liable for any Placee's decision to accept an invitation
to participate in the Placing based on any other information,
representation, warranty or statement;
9. in making any decision to acquire the Placing Shares, it
has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits
and risks of taking up the Placing Shares. It further confirms
that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection
with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and
its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any
view expressed or information provided by or on behalf of
the Bookrunner;
10. (i) it and each account it represents is not and at the time
the Placing Shares are acquired will not, be a resident of
any jurisdiction in which it is unlawful to make or accept
an offer to acquire the Placing Shares, and it and each account
it represents is either (a) (1) outside the United States
and will be outside the United States at the time that any
buy order for Placing Shares is originated by it, (2) acquiring
the Placing Shares in an "offshore transaction" within the
meaning of Regulation S and (3) not acquiring any of the
Placing Shares as a result of any form of "directed selling
efforts" within the meaning of Regulation S or (b) if inside
the United States, is either a QIB and a major US institutional
investor (as defined in Rule 15a-6 under the US Exchange
Act); (ii) it is not acquiring the Placing Shares with a
view to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly of any such Placing Shares into the
United States, Australia, Canada, Japan or the Republic of
South Africa; and (iii) the Placing Shares have not been
and will not be registered under the securities legislation
of the United States, Australia, Canada, Japan or the Republic
of South Africa and, subject to certain exceptions, may not
be offered, sold, acquired, renounced, distributed or delivered
or transferred, directly or indirectly, within or into those
jurisdictions;
11. it understands, and each account it represents has been advised
that, (i) the Placing Shares have not been and will not be
registered under the US Securities Act or under the applicable
securities laws of any state or other jurisdiction of the
United States; (ii) the Placing Shares are being offered
and sold (a) if outside the United States only in "offshore
transactions" within the meaning of and pursuant to Regulation
S under the US Securities Act or (b) if inside the United
States, to QIBs as defined in Rule 144A or major US institutional
investors (as defined in Rule 15a-6 under the US Exchange
Act) in accordance with section 4(a)(2) of the US Securities
Act; and (iii) no representation has been made as to the
availability of any exemption under the US Securities Act
or any relevant state or other jurisdiction's securities
laws for the reoffer, resale, pledge or transfer of the Placing
Shares;
12. it will not distribute, forward, transfer or otherwise transmit
this document or any other materials concerning the Placing
(including any electronic copies thereof), in or into the
United States;
13. if it is a pension fund or investment company, its acquisition
of Placing Shares is in full compliance with applicable laws
and regulations;
14. neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or
agent for, and the Placing Shares will not be allotted to,
a person who is or may be liable to stamp duty or stamp duty
reserve tax under any of sections 67, 70, 93 and 96 of the
Finance Act of 1986 (depositary receipts and clearance services);
15. it has complied with its obligations under the Criminal Justice
Act 1993, section 118 of the Financial Services and Markets
Act 2000 ("FSMA"), and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Money Laundering Regulations 2007 (the "Regulations")
and the Money Laundering Sourcebook of the FCA and, if making
payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity
of the third party as required by the Regulations;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Regulation, the Placing Shares acquired
by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view
to their offer or resale to, persons in the United Kingdom
or a member state of the EEA other than to Qualified Investors,
or in circumstances in which the prior consent of Stifel
has been given to the proposed offer or resale;
17. it and any person acting on its behalf falls within Article
19(5) and/or 49(2)(a) to (d) of the Order and undertakes
that it will acquire, hold, manage and (if applicable) dispose
of any Placing Shares that are allocated to it for the purposes
of its business only;
18. it has not offered or sold and will not offer or sell any
Placing Shares to the public in the United Kingdom or any
member state of the EEA except in circumstances falling within
Article 3(2) of the Prospectus Regulation which do not result
in any requirement for the publication of a prospectus pursuant
to Article 3 of that Regulation;
19. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation
or inducement to engage in investment activity (within the
meaning of section 21 of FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
20. it has complied and will comply with all applicable provisions
of FSMA with respect to anything done by it in relation to
the Placing Shares in, from or otherwise involving, the United
Kingdom;
21. if in the United Kingdom or a member state of the EEA, it
is a "qualified investor" within the meaning of the Prospectus
Regulation;
22. if in the United Kingdom, that it is a person (i) who has
professional experience in matters relating to investments
falling within Article 19(5) of the Order, (ii) falling within
Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order, or (iii) to whom this Announcement
may otherwise be lawfully communicated;
23. that no action has been or will be taken by any of the Company,
the Bookrunner or any person acting on behalf of the Company
or the Bookrunner that would, or is intended to, permit a
public offer of the Placing Shares in any country or jurisdiction
where any such action for that purpose is required;
24. it is acting as principal only in respect of the Placing
or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company
and/or the Bookrunner for the performance of all its obligations
as a Placee in respect of the Placing (regardless of the
fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph 24 shall survive the
resale of the Placing Shares by or on behalf of any person
for whom it is acting;
25. (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it, (ii) it has paid any issue,
transfer or other taxes due in connection with its participation
in any territory, (iii) it has not taken any action which
will or may result in the Company, the Bookrunner, any of
their affiliates or any person acting on their behalf being
in breach of the legal and/or regulatory requirements of
any territory in connection with the Placing, (iv) that the
acquisition of the Placing Shares by it or any person acting
on its behalf will be in compliance with applicable laws
and regulations in the jurisdiction of its residence, the
residence of the Company, or otherwise, and (v) it has all
necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to this participation
in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred
to in this Announcement (including this Appendix)) and will
honour such obligations;
26. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with
the terms and conditions of this Announcement (including
this Appendix) on the due time and date set out herein, failing
which the relevant Placing Shares may be placed with other
persons or sold as the Bookrunner may in its discretion determine
and it will remain liable for any amount by which the net
proceeds of such sale falls short of the product of the Issue
Price and the number of Placing Shares allocated to it and
may be required to bear any stamp duty for stamp duty reserve
tax (together with any interest or penalties due pursuant
to the terms set out or referred to in this Announcement)
which may arise upon the sale of such Placee's Placing Shares
on its behalf;
27. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled,
and required, to acquire, and that the Bookrunner may call
upon it to acquire a lower number of Placing Shares (if any),
but in no event in aggregate more than the aforementioned
maximum;
28. neither the Bookrunner nor any of its affiliates, agents,
directors, officers or employees, nor any person acting on
behalf of it, is making any recommendations to it or advising
it regarding the suitability of any transactions it may enter
into in connection with the Placing and participation in
the Placing is on the basis that it is not and will not be
a client of the Bookrunner and the Bookrunner will not have
any duties or responsibilities to it for providing the protections
afforded to its clients or customers or for providing advice
in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of
any of its rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
29. if it has received any 'inside information' (for the purposes
of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of
the Placing, it confirms that it has received such information
within the market soundings regime provided for in article
11 of MAR and associated delegated regulations and it has
not:
(i) used that inside information to acquire or dispose of
securities of the Company or financial instruments related
thereto or cancel or amend an order concerning the Company's
securities or any such financial instruments;
(ii) used that inside information to encourage, require,
recommend or induce another person to
deal in the securities of the Company or financial instruments
related thereto or to cancel or amend an order concerning
the Company's securities or such financial instruments; or
(iii) disclosed such information to any person, prior to
the information being made publicly available.
30. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee,
as the case may be. Neither the Bookrunner nor the Company
will be responsible for any liability to stamp duty or stamp
duty reserve tax or other similar taxes resulting from a
failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate
in the Placing and it agrees to indemnify on an after-tax
basis and hold harmless the Company, the Bookrunner and each
of their respective affiliates, agents, directors, officers
and employees in respect of the same on the basis that the
Placing Shares will be allotted to the CREST stock account
of Stifel who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
31. it indemnifies and holds harmless the Company, the Bookrunner
and their respective affiliates, agents, directors, officers
and employees from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings
in this Appendix and further agrees that the provisions of
this Appendix shall survive after completion of the Placing;
32. in connection with the Placing, the Bookrunner and any of
its affiliates acting as an investor for its own account
may acquire Placing Shares in the Company and in that capacity
may acquire, retain, purchase or sell for its own account
such ordinary shares in the Company and any securities of
the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection
with the Placing. The Bookrunner does not intend to disclose
the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligation
to do so;
33. its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be
made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or
the Bookrunner's conduct of the Placing;
34. neither the Company nor the Bookrunner owes any fiduciary
or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;
35. its commitment to acquire Placing Shares on the terms set
out herein and in the contract note will continue notwithstanding
any amendment that may in future be made to the terms of
the Placing and Placees will have no right to be consulted
or require that their consent be obtained with respect to
the Company's or the Bookrunner's conduct of the Placing;
36. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection
with such agreements) shall be governed by and construed
in accordance with the laws of England and it submits (on
behalf of itself and on behalf of any person on whose behalf
it is acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute or matter arising out
of any such contract, except that enforcement proceedings
in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may
be taken by either Bookrunner in any jurisdiction in which
the relevant Placee is incorporated or in which any of its
securities have a quotation on a recognised stock exchange;
and
37. the foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for
the benefit of each of the Company and the Bookrunner (for
its own benefit and, where relevant, the benefit of their
respective affiliates and any person acting on their behalf)
and are irrevocable. The Company, the Bookrunner and their
respective affiliates, agents, directors, officers and employees
and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations, warranties and agreements
and it agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring
of Placing Shares is no longer accurate, it shall promptly
notify the Company and the Bookrunner. It irrevocably authorises
the Bookrunner and the Company to produce this Announcement
pursuant to, in connection with, or as may be required by
any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters
set out herein.
Taxation
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor the Bookrunner will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, the Bookrunner and their respective
affiliates, agents, directors,
officers and employees for any stamp duty or stamp duty reserve
tax paid by them in respect of any such arrangements or
dealings.
Neither the Company nor the Bookrunner are liable to bear any
capital duty, stamp duty or any other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, the Bookrunner and their respective affiliates, agents,
directors, officers and employees from any and all interest, fines
or penalties in relation to any such duties or taxes to the extent
that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Bookrunner
accordingly.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that the Bookrunner and/or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Stifel, any money held in an account with Stifel on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money
will not be segregated from Stifel's money in accordance with the
client money rules and will be used by Stifel in the course of its
own business; and the Placee will rank only as a general creditor
of the Stifel.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Bookrunner and the Company under
the Announcement and the Terms and Conditions contained in this
Appendix are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, he may be asked to
disclose, in writing or orally to the Bookrunner the jurisdiction
in which the funds are managed or owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. The Bookrunner shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEDKCBBBBKKONK
(END) Dow Jones Newswires
March 09, 2021 02:00 ET (07:00 GMT)
Wandisco (LSE:WAND)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Wandisco (LSE:WAND)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
