TIDMBIDS
RNS Number : 9269D
Bidstack Group PLC
01 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN ADMISSION DOCUMENT AND DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY
SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, NOR SHALL IT (OR ANY
PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR
BE RELIED ON IN CONNECTION WITH OR ACT AS ANY INDUCEMENT TO ENTER
INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE RETAINED VERSION OF EU REGULATION 596/2014 AS
APPLIED IN THE UK ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS
DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS
SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT
RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND
ITS SECURITIES.
Bidstack Group Plc
(" Bidstack " or the " Company ")
Proposed Fundraise of GBP10 million
Launch of proposed Placing by way of accelerated bookbuild
and
Notice of General Meeting
Bidstack Group Plc (AIM: BIDS), the native in-game advertising
group, announces its intention to raise GBP10 million (before
expenses) through a conditional placing ("Placing") and a
subscription by certain Directors and others ("Subscription")
(together the "Fundraise"). The Fundraise is conditional on,
amongst other things, the approval by Shareholders of resolutions
granting authority for the Directors to issue ordinary shares at a
General Meeting to be held at 11:00 a.m. on 19 July 2021 at Plexal,
14 East Bay Lane, The Press Centre, Here East, Queen Elizabeth
Olympic Park, Stratford, London, E20 3BS ("General Meeting").
Fundraise Highlights:
-- The conditional Fundraise is proposed to raise GBP 10 million
through the proposed issue of 500,000,000 new ordinary shares of
GBP0.005 each ("New Ordinary Shares") at 2.0 pence per Placing
Share ("Issue Price").
-- The Placing will be conducted by way of an accelerated
bookbuild process arranged by Cenkos Securities plc ("Cenkos")
which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in Appendix 1 to
this Announcement and which is expected to close on 2 July 2021. A
further announcement will be made in due course, confirming the
final quantum raised and number of shares to be issued pursuant to
the Placing, once the bookbuild is closed.
-- Part of the Placing is expected to be raised under the
Enterprise Investment Scheme and/or from Venture Capital
Trusts.
-- Certain Directors and others have indicated a willingness to
subscribe for New Ordinary Shares by way of a subscription directly
with the Company.
-- Issue Price represents a 33.3 per cent. discount to the
closing mid-market share price of 3.0 pence on 30 June 2021, being
the last practicable dealing date prior to the pricing of the
transaction, and a 33.3 per cent. discount to the 10 day volume
weighted average price ("VWAP") of 3.0 pence per Ordinary Share up
to and including 30 June 2021 .
-- The net proceeds of the Placing raised under EIS and/or from
VCTs is proposed to be used to fund the development of a platform
to allow commercial rights owners, such as sports league bodies and
global sport teams, to have control over the content that appears
in their licensed Intellectual Property.
-- The balance of the net proceeds of the Fundraise will be used
to fund working capital requirements in connection with product
strategy, technology and research and development, commercial
growth in core markets, particularly the UK and the US and further
marketing to educate and enable sales.
-- Cenkos is acting as Broker in connection with the Placing and
SPARK Advisory Partners Limited (" SPARK ") will be acting as the
Company's nominated adviser (" Nomad ").
Background
Bidstack's technology has made targeted in game advertising
available to buy programmatically, for the first time, unlocking
the worlds digital advertising budgets for gaming studios while
enhancing the realism of gaming environments by injecting brand
messaging seamlessly into appropriate spaces within the virtual
worlds.
Bidstack is now working with over 20 games including five games
across three AAA game studios such as Sega, Codemasters and
Ubisoft. A further six AAA games are available to the Company
through partnership agreements. It also has six new esports team
collaborations and has signed VR game studio, Rezzil, a leading
platform for training elite footballers. It is operating in genres
covering racing, stadium and open world environments.
The Company has established a sales network in core markets and
is working with the world's leading brands across verticals such as
consumer packaged goods, financial services, telecommunications,
technology, retail and luxury. The UK and US are core markets for
its direct sales team made up of eight sales people split between
agency and brands. It has signed five agreements with the largest
agency holding groups. Campaign sizes and briefs are growing due to
the rising adoption of in-game advertising supported by Bidstack's
brand uplift studies.
Bidstack is playing an active and vocal role within the IAB, the
industry body, and with third parties to define a new ad category.
Bidstack was the first multi-platform in-game advertising company
to gain IAB Gold Standard 1.1. Bidstack has signed with Moat by
Oracle to verify its ads are free from invalid or fraudulent
activity and is also working with Nielsen and Comscore.
Bidstack has rolled out an accreditation programme to educate
and certify partners in non-core markets and has now signed up over
25 new partners to its approved partner network, enabling local
brands to reach gamers, and extending the reach of its direct sales
network to monetise non-core markets.
The Company's objectives to accelerate recurring revenue growth
include building an open exchange industry standard and
infrastructure in order to standardise the way in-game ads are
transacted and measured allowing always on advertising to
transition into high scale growth. Bidstack intends to continue
building its proprietary programmatic technology features focusing
on control and transparency, self sign-up and on-boarding, planning
and forecasting tools and strengthening safety features with
Pubguard to prevent fraudulent or malicious ads.
The Board believes that Bidstack is well positioned to
capitalise from market tailwinds in gaming and shifts in media
spend to chase eyeballs and that its business model is at an
inflection point with significant commercial progress made across
publishers and advertisers. The Company's product roadmap is
focused on enabling frictionless scale and creating lucrative
commercial rights opportunities with publishers and license
holders. The ambitious leadership team is supported by an
exceptional and experienced global network of advisors.
Proposed New Director
Bidstack is also pleased to announce the proposed appointment of
Bryan Neider to the board as a Non-Executive director and Chair of
the Audit Committee, subject to Admission of the New Ordinary
Shares. Bryan brings more than 25 years of leadership experience
from his time with Electronic Arts (EA) where he played a key role
in its IPO, oversaw global business development efforts, served as
CFO and COO for EA's development studios and headed up its Global
Operations team. Further information about Bryan and this
appointment is contained in a separate RNS published by the Company
today.
James Draper, Chief Executive Officer, Bidstack commented:
"We are extremely pleased with the level of interest we have
received from new and existing shareholders. Bidstack's market
opportunity is developing in line with our expectations and on
completion of the Fundraise, the Company will be well funded and
ready to capitalise on that opportunity. This is an exciting time
for Bidstack. With a strong balance sheet, we can invest with
confidence to further mature our technology and leadership teams,
including the Board, and acquire the skills and experience we will
need to make the most of the opportunities ahead of us.
"Our products have attracted interest from companies across the
world who want to utilise our technologies to increase revenues,
while protecting the gamer's experience within and around the games
they play and on the devices they play them on.
"We intend to continue investing in areas of the business that
will help establish our core in-game proposition as the quality
stamp of this emerging category within the advertising industry,
while building clear differentiators into our value proposition,
driven by commercial prospects and feedback.
"Our commercial execution across the US, UK, EMEA and the rest
of world is making tangible progress as our technology, built from
our Latvian and UK offices, is attracting interest from some of the
world's biggest gaming studios.
"I would like to say thank you to our team for their continued
superb output and we look forward to updating the market on our
journey, in due course."
Use of Proceeds
The net proceeds of the Placing raised under the Enterprise
Investment Scheme and/or from Venture Capital Trusts is proposed to
be used to fund the development of a platform to allow commercial
rights owners, such as sports league bodies and global sport teams,
to have control over the content that appears in their licensed
IP.
The balance of the net proceeds of the Fundraise will be used to
fund working capital requirements in connection with product
strategy, technology and research and development, commercial
growth in core markets, particularly the UK and the US and further
marketing to educate and enable sales.
General Meeting
The allotment of the New Ordinary Shares will be subject to the
approval by Shareholders at the General Meeting of resolutions ("
Resolutions ") granting authority to the directors to allot the New
Ordinary Shares free from pre-emption rights. A circular (the "
Circular ") containing further details of the Fundraise and the
General Meeting to be held on 19 July 2021 is being posted to
Shareholders on or around 2 July 2021 and will be available to view
on the Company's website.
Please note that, due to restrictions on personal movement and
social distancing measures implemented by the UK Government in
response to the COVID-19 pandemic, special measures will be adopted
for the General Meeting to protect the health and safety of the
Company's shareholders (" Shareholders "). The Board requests that
no Shareholder attends the General Meeting in person. Any
Shareholders that do attend may be refused entry. Only those who
are required to form the quorum will be guaranteed to be able to
attend in person and those Shareholders will constitute the minimum
quorum for the meeting to take place. Shareholders are encouraged
to vote in respect of their shares by appointing the Chairman of
the Company as proxy and the votes at the meeting will be taken on
a poll.
Application for Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM (" Admission
").
Admission is expected to become effective and trading in the New
Ordinary Shares will commence for at 8 a.m. on or around 20 July
2021.
Admission will be subject to shareholder approval of the
Resolutions. Following Admission, the New Ordinary Shares and will
rank pari passu with the existing Ordinary Shares in issue.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Cenkos, as agent
for the Company, has conditionally agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Issue Price. The Placing Agreement is conditional, amongst other
things, on none of the warranties given to Cenkos and SPARK being
or becoming untrue, inaccurate or misleading in any respects on or
before Admission.
Under the Placing Agreement, the Company has agreed to pay to
Cenkos and SPARK a fixed sum and/or commissions based on the
aggregate value of the Fundraise, and the costs and expenses
incurred in relation to the Placing.
The Placing Agreement contains customary warranties given by the
Company in favour of Cenkos and SPARK in relation to, amongst other
things, the accuracy of the information in this announcement and
other matters relating to the Group and its business. In addition,
the Company has agreed to indemnify Cenkos and SPARK (and their
respective affiliates) in relation to certain liabilities which
they may incur in respect of the Placing.
Cenkos and SPARK have the right to terminate the Placing
Agreement in certain circumstances prior to Admission. In
particular, in the event of breach of the warranties, the
occurrence of a material adverse change or if the Placing Agreement
does not become unconditional.
Expected timetable
Announcement of results of the Placing 2 July 2021
Posting of Circular and Notice of 2 July 2021
General Meeting
Last time and date for receipt of 11:00 a.m. on 15 July
Proxy Forms for the General Meeting 2021
General Meeting 11:00 a.m. on 19 July
2021
Announcement of Results of General 19 July 2021
Meeting
Admission and commencement of dealings By 8:00 a.m. on 20 July
in the New Ordinary Shares 2021
CREST accounts credited in respect By 8:00 a.m. on 20 July
of the New Ordinary Shares 2021
Dispatch of definitive share certificates Within 5 business days
for applicable New Ordinary Shares of 20 July 2021
Current Trading
In 2020, Bidstack made strong and tangible progress towards its
ambition to become a global leading advertising and monetisation
platform for interactive entertainment. Bidstack has proven its
initial concept through bringing premium advertisers into the world
of gaming, securing exclusive contracts with household name game
developers and building the technology infrastructure to enable
both sides to seamlessly transact.
Bidstack's strategy has been to take no shortcuts from either a
technological or commercial perspective. This is now paying off,
with significant advertising agencies and brands planning around
the Company's premium inventory and with its technology providing
transparent reporting on campaign performance.
The Board believes that Bidstack is now well established, both
in terms of technology and revenue generation. It is vital for
Bidstack to consolidate its leading position through execution and
scaling its value proposition into new markets.
The Company has started the year steadily and expects to have
generated revenues in excess of GBP800,000 by the end of the half
year. The pipeline looks robust with strong contributions expected
from the US and growth in agency, approved partners and brands
direct relationships. The Company continues to expect to deliver
revenues for the year in line with market expectations, albeit
second half weighted. In addition, the Board has been focussed on
controlling total operational costs of the Group going forward as
it starts to rebalance capital deployed to reflect the shift from
product development to commercialisation.
Share Options and new Long Term Incentive Plan
To provide appropriate incentivisation to its directors,
management and staff the Company proposes to create options over up
to 15 per cent of the enlarged issued share capital of the
Company.
It is envisaged that approximately five per cent of the enlarged
issued share capital of the Company will comprise options granted
under the Company's existing Enterprise Management and Unapproved
Share Option Schemes which will be available to directors, managers
and staff and are likely to be options exercisable at the market
price on the date of grant, exercisable three years after the date
of grant.
Following completion of the Fundraise, the Company proposes to
adopt a new Long Term Incentive Plan ("LTIP") to incentivise
certain of the Company's founders, executive directors and other
senior managers. It is envisaged that LTIP awards will comprise
approximately five per cent of the enlarged issued share capital of
the Company and will be subject to performance criteria linked to
clear financial objectives. LTIP awards are likely to be
exercisable at nominal value from the third anniversary of the
relevant award.
The remaining five per cent of the enlarged issued share capital
of the Company is envisaged to be made available to option holders
subject to performance criteria requiring exceptional returns for
the Company and its shareholders.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Donald Stewart, Chairman
of the Board of Directors.
Contacts
Bidstack Group Plc
James Draper, CEO via Buchanan
Cenkos Securities Plc (Bookrunner &
joint broker) +44 (0) 20 7397 1933
Michael Johnson / Dale Bellis (Sales) / +44 (0) 20 7397 1928
cenkostrading@cenkos.com
Cenkos Trading Desk +44 (0) 207 397 1946
/ +44 (0) 207 397 8951
Giles Balleny (Corporate Finance)
SPARK Advisory Partners Limited (Nomad) +44 (0) 203 368
Mark Brady / Neil Baldwin / James Keeshan 3550
Stifel Nicholas Europe Limited (Broker) +44 (0) 20 7710
Fred Walsh / Luisa Orsini Baroni 7600
Buchanan Communications Limited
Chris Lane / Stephanie Watson / Kim van
Beeck +44 (0) 20 7466
bidstack@buchanan.uk.com 5000
Notes to Editors:
About Bidstack
Bidstack is a provider of native in-game advertising that is
dynamic, targeted, and automated, serving the global video games
industry across multiple platforms. Its proprietary technology is
capable of inserting adverts into natural advertising space within
video games. The key benefit of native in-game advertising over
non-native variants (e.g. video rolls and banner ads) is that it
appears authentic and "natural" to the environment and does not
adversely affect the gamer's experience. Using Bidstack's
technology, advertisers can rapidly change their campaigns in real
time, in response to market trends and business needs. Advertisers
can target the users they want to reach based on age, gender and
location. Bidstack's proprietary API technology integrates across
multiple video games platforms (mobile, PC and console), opening up
in-game advertising opportunities at scale.
About the Advertising Technology Sector
Investment in the Advertising Technology market is growing
rapidly with global media spend projected to grow to $526 bn in
2021. Demand-side growth in advertising is combined with the
ever-increasing popularity of gaming content and the rise in the
amount of time viewed on streaming platforms such as Twitch and
YouTube Gaming.
Details of the Placing
1. INTRODUCTION
The Company has today announced that it intends to conditionally
raise GBP10 million (before expenses), pursuant to the
Fundraise.
The Issue Price of 2.0 pence per New Ordinary Share represents
an approximate 33.3 per cent. discount to the closing middle market
price of 3.0 pence per Existing Ordinary Share on 30 June 2021,
being the last practicable dealing date prior to the pricing of the
transaction, and a 33.3 per cent. discount to the 10 day volume
weighted average price ("VWAP") of 3.0 pence per Ordinary Share up
to and including 30 June 2021.
Part of the Placing is expected to be raised under the
Enterprise Investment Scheme and/or from Venture Capital Trusts.
The net proceeds of the VCT/EIS Placing is proposed to be used to
fund the development of a platform to allow commercial rights
owners, such as sports league bodies and global sport teams, to
have control over the content that appears in their licensed
IP.
The balance of the net proceeds of the Fundraise will be used to
fund working capital requirements in connection with product
strategy, technology and research and development, commercial
growth in core markets, particularly the UK and the US and further
marketing to educate and enable sales.
The Fundraise is conditional, inter alia, on the passing of the
Resolutions by Shareholders at the General Meeting, which has been
convened for 11:00 a.m. on 19 July 2021. If the Resolutions are
passed, the New Ordinary Shares are expected to be allotted after
the General Meeting.
Admission is expected to become effective and dealings in New
Ordinary Shares are expected to commence at 8:00 a.m. on 20 July
2021.
Should Shareholder approval not be obtained at the General
Meeting, the Fundraise will not proceed. Neither the Placing nor
the Subscription have been underwritten.
Definitions used in this document are set out in Appendix II
below.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Background
Bidstack's technology has made targeted in game advertising
available to buy programmatically, for the first time, unlocking
the world's digital advertising budgets for gaming studios while
enhancing the realism of gaming environments by injecting brand
messaging seamlessly into appropriate spaces within the virtual
worlds.
Bidstack is now working with over 20 games including five games
across three AAA game studios such as Sega, Codemasters and
Ubisoft. A further six AAA games are available to the Company
through partnership agreements. It also has six new esports team
collaborations and has signed VR game studio, Rezzil, a leading
platform for training elite footballers. It is operating in genres
covering racing, stadium and open world environments.
The Company has established a sales network in core markets and
is working with the world's leading brands across verticals such as
consumer packaged goods, financial services, telecommunications,
technology, retail and luxury. The UK and US are core markets for
its direct sales team made up of eight sales people split between
agency and brands. It has signed five agreements with the largest
agency holding groups. Campaign sizes and briefs are growing due to
the rising adoption of in-game advertising supported by Bidstack's
brand uplift studies.
Bidstack is playing an active and vocal role within the IAB, the
industry body, and with third parties to define a new ad category.
Bidstack was the first multi-platform in-game advertising company
to gain IAB Gold Standard 1.1. Bidstack has signed with Moat by
Oracle to verify its ads are free from invalid or fraudulent
activity and is also working with Nielsen and Comscore.
Bidstack has rolled out an accreditation programme to educate
and certify partners in non-core markets and has now signed up over
25 new partners to its approved partner network, enabling local
brands to reach gamers, and extending the reach of its direct sales
network to monetise non-core markets.
The Company's objectives to accelerate recurring revenue growth
include building an open exchange industry standard and
infrastructure in order to standardise the way in-game ads are
transacted and measured allowing always on advertising to
transition into high scale growth. Bidstack intends to continue
building its proprietary programmatic technology features focusing
on control and transparency, self sign-up and on-boarding, planning
and forecasting tools and strengthening safety features with
Pubguard to prevent fraudulent or malicious ads.
The Board believes that Bidstack is well positioned to
capitalise from market tailwinds in gaming and shifts in media
spend to chase eyeballs and that its business model is at an
inflection point with significant commercial progress made across
publishers and advertisers. The Company's product roadmap is
focused on enabling frictionless scale and creating lucrative
commercial rights opportunities with publishers and license
holders. The ambitious leadership team is supported by an
exceptional and experienced global network of advisors.
Reasons for the Fundraise
The Board believes that the new funds will give Bidstack a clear
runway to develop its products and business, including a new "white
label" offering for sports rights holders and others, to help
consolidate Bidstack's position as the industry leader in the field
of native in-game advertising.
Having established solid relationships with major advertising
agency groups, Bidstack now has considerable evidence that its
customers trust it to provide them with a safe and authentic
environment to monetise their brands and intellectual property. In
addition Bidstack's games-publisher partners hold our technology in
high regard due to its stability, strong creative controls for ad
approvals and the Company's quality revenue generation
capability.
Bidstack's strategy remains to take no shortcuts from a
technical or commercial perspective, even if this is at the expense
of some short term opportunities, and the Fundraise will allow us
to stick to this strategy.
With the commercial, operational and proprietary data and
technology Bidstack has created, following the Fundraise the Board
believes Bidstack will be well positioned to fulfil its ambition to
become a global leading advertising and monetisation platform for
interactive entertainment.
3. USE OF PROCEEDS
Part of the Placing is proposed to be raised under the EIS
and/or from VCTs. The net proceeds of the Placing raised under the
Enterprise Investment Scheme and/or from Venture Capital Trusts is
proposed to be used to fund the development of a platform to allow
commercial rights owners, such as sports league bodies and global
sport teams, to have control over the content that appears in their
licensed IP.
The balance of the net proceeds of the Fundraise will be used to
fund working capital requirements in connection with product
strategy, technology and research and development, commercial
growth in core markets, particularly the UK and the US and further
marketing to educate and enable sales. In particular Bidstack
intends to:
-- continuing working with publishers, advertisers, DSPs and
industry bodies to build the technology to standardise the way
in-game advertising is transacted and measured and continue working
with the IAB in establishing a taxonomy for native and display
in-game advertising , including formats, ad sizes, copy and best
practices;
-- continue developing its proprietary technology stack to
retain in-house control and visibility on costs through building
further tools including open exchange toolsets, eSports
monetisation features, self-sign-up and on-boarding, programmatic
campaign set-up, optimisation, planning ans forecasting features;
and
-- continue to develop Pubgaurd's technology to help prevent
malicious ads across mediation platforms, websites and ad
exchanges.
4. CURRENT TRADING AND PROSPECTS
In 2020, Bidstack made strong and tangible progress towards its
ambition to become a global leading advertising and monetisation
platform for interactive entertainment. Bidstack has proven its
initial concept through bringing premium advertisers into the world
of gaming, securing exclusive contracts with household name game
developers and building the technology infrastructure to enable
both sides to seamlessly transact.
Bidstack's strategy has been to take no shortcuts from either a
technological or commercial perspective. This is now paying off,
with significant advertising agencies and brands planning around
the Company's premium inventory and with its technology providing
transparent reporting on campaign performance.
The Board believes that Bidstack is now well established, both
in terms of technology and revenue generation. It is vital for
Bidstack to consolidate its leading position through execution and
scaling its value proposition into new markets.
The Company has started the year steadily and expects to have
generated revenues in excess of GBP800,000 by the end of the half
year. The pipeline looks robust with strong contributions expected
from the US and growth in agency, approved partners and brands
direct relationships. The Company continues to expect to deliver
revenues for the year in line with market expectations, albeit
second half weighted. In addition, the Board has been focussed on
controlling total operational costs of the Group going forward as
it starts to rebalance capital deployed to reflect the shift from
product development to commercialisation.
5. DETAILS OF THE FUNDRAISE
The Company expects to raise GBP 10 million (before
expenses).
The Fundraise has not been underwritten and is conditional,
inter alia, upon:
a) the passing of the Resolutions;
b) the Placing Agreement becoming unconditional in all respects
(other than Admission) and not having been terminated in accordance
with its terms; and
c) Admission occurring by not later than 8:00 a.m. on 20 July
2021 (or such later time and/or date as the Company and Cenkos may
agree, not being later than 8:00 a.m. on 31 July 2021).
Accordingly, if any of the conditions are not satisfied or
waived (where capable of waiver), the Fundraise will not proceed,
the New Ordinary Shares will not be issued and all monies received
by Cenkos or the Company (as the case may be) will be returned to
the applicants (at the applicants' risk and without interest) as
soon as possible thereafter.
The Company proposes to issue the New Ordinary Shares at the
Issue Price, which represents a discount of 33.3 per cent. to the
closing mid-price of 3.0 pence on 30 June 2021, being the last
practicable dealing date prior to the pricing of the transaction,
and a 33.3 per cent. discount to the 10 day volume weighted average
price (VWAP) of 3.0 pence per Ordinary Share up to and including 30
June 2021. Having considered the price at which the Ordinary Shares
are currently traded, and other market factors, the Directors have
resolved that the Issue Price is appropriate.
Details of the Placing
Pursuant to the terms of the Placing Agreement, Cenkos, as agent
for the Company, has conditionally agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Issue Price. The Placing Agreement is conditional, amongst other
things, on none of the warranties given to Cenkos and SPARK being
or becoming untrue, inaccurate or misleading in any respects on or
before Admission.
Under the Placing Agreement, the Company has agreed to pay to
Cenkos and SPARK a fixed sum and/or commissions based on the
aggregate value of the Placing, and the costs and expenses incurred
in relation to the Placing.
The Placing Agreement contains customary warranties given by the
Company in favour of Cenkos and SPARK in relation to, amongst other
things, the accuracy of the information in this announcement and
other matters relating to the Group and its business. In addition,
the Company has agreed to indemnify Cenkos and SPARK (and their
respective affiliates) in relation to certain liabilities which
they may incur in respect of the Placing.
Cenkos and SPARK have the right to terminate the Placing
Agreement in certain circumstances prior to Admission. In
particular, in the event of breach of the warranties, the
occurrence of a material adverse change or if the Placing Agreement
does not become unconditional.
Although the Company currently expects to satisfy the relevant
conditions for those Placing Shares subscribed under EIS/VCT, and
the Directors are not aware of any subsequent change in the
qualifying conditions or the Company's circumstances that would
prevent the Placing Shares subscribed under EIS/VCT from being
eligible for EIS and VCT investments on this occasion, neither the
Directors nor the Company, nor Cenkos, nor any of their respective
directors or officers, employees, affiliates or advisers give any
warranty or undertaking or other assurance that relief will be
available in respect of any investment in the Placing Shares
subscribed under EIS/VCT, nor do they warrant or undertake or
otherwise give any assurance that the Company will conduct its
activities in a way that qualifies for or preserves its status. As
the rules governing EIS and VCT reliefs are complex and
interrelated with other legislation, if Shareholders, or other
potential investors, are in any doubt as to their tax position,
require more detailed information, or are subject to tax in a
jurisdiction other than the United Kingdom, they should consult
their professional adviser.
Rights of the New Ordinary Shares and application for
Admission
The New Ordinary Shares will, when issued, be credited as fully
paid and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the New Ordinary Shares
and will, on issue, be free of all claims, liens, charges and
encumbrances.
Application will be made for Admission of the New Ordinary
Shares and it is expected that Admission will become effective and
that dealings in the New Ordinary Shares will commence at 8.00 a.m.
on or around 20 July 2021 (or such later time and/or date as the
Company and Cenkos may agree with the Company, being not later than
8:00 a .m. on 31 July 2021).
Important Notices
This announcement contains 'forward-looking statements'
concerning the Company that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'aims', 'intends',
'anticipates' or similar expressions or negatives thereof identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. The Company does not undertake any obligation to
update or revise publicly any of the forward-looking statements set
out herein, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
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 U.S. Securities Act of 1933,
except pursuant to an exemption from registration. No public
offering of securities is being made in the United States.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Cenkos Securities plc or
SPARK Advisory Partners Limited that would permit an offering of
such shares or possession or distribution of this announcement or
any other offering or publicity material relating to such shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, Cenkos Securities plc and SPARK Advisory Partners Limited
to inform themselves about, and to observe, any such
restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, the Republic of South
Africa or Japan or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
bookrunner to the Company in relation to the Placing and is not
acting for any other persons in relation to the Placing. Cenkos
Securities plc is acting exclusively for the Company and for no one
else in relation to the matters described in this announcement and
is not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities plc, or for
providing advice in relation to the contents of this announcement
or any matter referred to in it.
SPARK Advisory Partners Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as nominated adviser to the Company in relation to the
Fundraise and is not acting for any other persons in relation to
the Fundraise. SPARK Advisory Partners Limited is acting
exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any
other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of SPARK Advisory Partners Limited, or for providing advice
in relation to the contents of this announcement or any matter
referred to in it.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Cenkos
Securities plc or SPARK Advisory Partners Limited or by any of
their respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
APPIX I - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING SHARES.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN
APPROVED BY ANY REGULATORY BODY.
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES OR
FORMS PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS OR MAY BE RESTRICTED (SAVE FOR THE UNITED KINGDOM)
OR UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE
REGISTERED UNDER THE SECURITIES ACT, UNDER THE SECURITIES
LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE PLACING
OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES. THE PLACING SHARES MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS SUCH
TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THERE
WILL BE NO PUBLIC OFFER OF THE SECURITIES WITHIN THE MEANING OF
SECTION 4(A)(2) OF THE SECURITIES ACT MADE IN THE UNITED STATES.
THE PLACING SHARES CANNOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO US PERSONS.
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, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER
THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS (INCLUDING,
WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL
RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS
ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY
ACTION.
THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE
PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY
THE COMPANY OR CENKOS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD
PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION
OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE UNITED KINGDOM.
PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE
REQUIRED BY THE COMPANY AND CENKOS TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.
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 EEA WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 (e) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED
IN THE RELEVANT MEMBER STATE ("EU PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"), AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2EUR OF THE PROSPECTUS REGULATION
WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION") WHO ARE PERSONS
WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS)
OF FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (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 THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED
TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS",
"PROJECTS", "ANTICIPATES", "EXPECTS", "INTS", "MAY", "WILL" OR
"SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR
COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE
MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS
REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR
EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS
OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH,
STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN
THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS
AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS,
UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS,
GROWTH STRATEGY AND LIQUIDITY. WHILE THE DIRECTORS CONSIDER THESE
ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY
AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW
OR BY THE AIM RULES, THE COMPANY ASSUMES NO OBLIGATION TO PUBLICLY
RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS
IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE
DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER
THE DATE OF THIS ANNOUNCEMENT. NO STATEMENT IN THIS ANNOUNCEMENT IS
INTED TO COMPRISE 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 MATCH OR EXCEED HISTORICAL PUBLISHED EARNINGS PER SHARE OF
THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY
AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE
AS TO, OR IN RELATION TO AND NO RESPONSIBILITY OR LIABILITY IS OR
WILL BE ACCEPTED BY CENKOS OR ANY OF ITS RESPECTIVE ADVISERS,
AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES,
OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY
OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO ANY PLACEE, ANY PERSON ACTING ON SUCH
PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS OR MADE
PUBLICLY AVAILABLE, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.
THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO EXAMINED
OR APPROVED.
Solely for the purposes of the product governance requirements
contained within (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (including insofar as
MiFID II and the MiFID II Delegated Directive constitute retained
EU law (as defined in section 6(7) of the European Union
(Withdrawal) Act 2018) in the United Kingdom ("Retained MiFID
Provisions)) (together the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that such Placing Shares are; (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II and the Retained MiFID Provisions; and (ii) eligible
for distribution through all distribution channels as are permitted
by MiFID II and the Retained MiFID Provisions (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) and investors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cenkos 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
the Retained MiFID Provisions; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This Announcement should be read in its entirety.
Terms and conditions of, and the mechanics of participation in,
the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. By participating in
the Placing, each Placee will be deemed to have read and understood
this Announcement in its entirety, to be participating, making an
offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
No commission will be paid to Placees or by Placees in respect
of any Placing Shares.
Details of the Placing Agreement and the Placing Shares
Cenkos, as bookrunner (the "Bookrunner"), has entered into the
Placing Agreement with the Company pursuant to which, on the terms
and subject to the conditions set out in the Placing Agreement,
Cenkos, as agent for and on behalf of the Company, has
conditionally agreed to use its reasonable endeavours to procure
Placees for the Placing Shares at the Issue Price. The Placing is
not being underwritten by Cenkos or any other person.
The Placing Shares, when issued, will be subject to the articles
of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary
Shares in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
The Placing Agreement contains certain undertakings, warranties
and indemnities given by the Company for the benefit of, amongst
others, Cenkos. Cenkos has absolute discretion as to whether or not
to bring an action against the Company for breach of these
undertakings, warranties and indemnities.
Cenkos has the right to terminate the Placing Agreement in
certain circumstances, details of some of which are set out
below.
Application for Admission
Application will be made to the London Stock Exchange for
Admission.
It is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence at 8.00 a.m. on
or around 20 July 2021.
Principal terms of the Placing
Cenkos is acting as Bookrunner and broker to the Placing, as
agent for and on behalf of the Company. Cenkos is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to the customers of Cenkos or for providing advice in
relation to the matters described in this Announcement.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited by Cenkos to participate.
Cenkos and any of its affiliates are entitled to participate in the
Placing as principal.
Cenkos is proceeding with the Bookbuild for the purpose of
assessing demand from institutional and other investors for
subscribing for Placing Shares at the Issue Price and the Company
then issuing the new Ordinary Shares under the Placing to raise
GBP10 million for the Company before expenses. The exact number of
Placing Shares to be allocated and issued to each Placee shall be
determined by the Bookrunner and the Company following completion
of the Bookbuild. The Bookrunner will commence the Bookbuild today
and it is expected to close no later than 8.00 a.m. on 2 July 2021
but may be closed earlier or later at Cenkos' discretion.
Completion of the Bookbuild is at the discretion of the Company and
there is no guarantee that the Bookbuild will be completed. Cenkos
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed. The number of Placing Shares will
be announced on a Regulatory Information Service following
completion of the Bookbuild.
Each Placee's allocation of Placing Shares will be communicated
orally by Cenkos to the relevant Placee. That oral confirmation
will give rise to an irrevocable, legally binding commitment by
such Placee, in favour of Cenkos and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it 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 Cenkos' consent,
such commitment will not be capable of variation, revocation,
termination or rescission at either the time of such oral
confirmation or any time thereafter.
Each Placee's allocation and commitment will be evidenced by a
Form of Confirmation issued to such Placee by Cenkos. The Form of
Confirmation will set out the number of Placing Shares allocated,
the Issue Price and the aggregate amount owed by such Placee to
Cenkos. The terms of this Appendix will be deemed incorporated in
that contract note.
An offer to acquire Placing Shares which has been communicated
by a prospective Placee to Cenkos which has not been withdrawn or
revoked prior to publication of this Announcement shall not be
capable of withdrawal or revocation immediately following the
publication of this Announcement without the consent of Cenkos.
The Issue Price shall be payable to Cenkos by all Placees in
respect of their respective allocation of Placing Shares.
Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Cenkos (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.
Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made on the basis set out below under "Registration
and Settlement".
All obligations of Cenkos under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing".
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and/or set out in the
Placing Agreement and will not be capable of rescission or
termination by the Placee.
To the fullest extent permissible by law and applicable FCA
rules, none of (a) Cenkos, (b) any of Cenkos' affiliates, agents,
directors, officers, employees or consultants, (c) to the extent
not contained within (a) or (b), any person connected with Cenkos
as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Cenkos) or (d) any person acting on
Cenkos' behalf shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Placee or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Cenkos 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
Cenkos and the Company may agree.
Registration and Settlement
Each Placee which has been allocated new Ordinary Shares in the
Placing will be sent a Letter of Confirmation by Cenkos stating,
inter alia, the number of Placing Shares allocated to it, the Issue
Price and the aggregate amount owed by them to Cenkos.
Each Placee is deemed to have agreed that it will do all things
necessary to ensure that delivery and payment is completed as
directed by Cenkos in accordance with either the standing CREST or
certificated settlement instructions which they have in place with
Cenkos.
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00BZ7M6059) will take place within the CREST system, subject to
certain exceptions. Settlement through CREST with respect to the
New Ordinary Shares is expected to occur at 8.00 a.m. on 20 July
2021.
In accordance with the Form of Confirmation, settlement of the
New Ordinary Shares will be on a delivery versus payment basis.
In the event of any difficulties or delays in the admission of
the New Ordinary Shares to CREST or the use of CREST in relation to
the Placing, the Company and Cenkos may agree that the Placing
Shares will be issued in certificated form.
Cenkos reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST system or would not be consistent
with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of two percentage points above prevailing LIBOR as
determined by Cenkos.
Each Placee agrees that if it does not comply with these
obligations, Cenkos may sell any or all of their Placing Shares on
their behalf and retain from the proceeds, for Cenkos' account and
benefit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and
for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the Form
of Confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United
Kingdom stamp duty or stamp duty reserve tax.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Cenkos under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:
1. none of the warranties or undertakings provided by the
Company in the Placing Agreement being or having become untrue,
inaccurate or misleading at any time before Admission and no fact
or circumstance having arisen which would constitute a breach of
any such warranties;
2. the performance by the Company of certain obligations under
the Placing Agreement to the extent that they fall to be performed
prior to Admission; and
3. Admission of all the New Ordinary Shares occurring not later
than 8.00 a.m. on 20 July 2021 or such later time as Cenkos may
agree in writing with the Company (but in any event not later than
8.00 a.m. on 31 July 2021),
(all conditions to the obligations of Cenkos 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 Cenkos may agree), or the
Placing Agreement is terminated in accordance with the
circumstances described under "Termination of the Placing" below,
the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time, all monies received from a
Placee pursuant to the Placing shall be returned to such Placee
without interest, at the risk of the relevant Placee and each
Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in
respect thereof.
Certain Conditions may be waived in whole or in part by Cenkos
acting in its absolute discretion and Cenkos may also agree in
writing with the Company to extend the time for satisfaction of any
condition. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix. Cenkos shall not be
obliged to issue Placees with any details of any such waiver.
Cenkos may terminate the Placing Agreement in certain
circumstances, details of which are set out below.
None of Cenkos, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision any of them may make as to whether or not to waive or
to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision any of them may make
as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
Cenkos.
Termination of the Placing
Cenkos may terminate its obligation under the Placing Agreement,
in accordance with its terms, at any time prior to Admission if,
inter alia:
1. it comes to the notice of Cenkos that any statement contained
in this Announcement, or any other document or announcement issued
or published by or on behalf of the Company in connection with the
Placing, is or has become untrue, incorrect or misleading in any
respect which it reasonably considers is material in the context of
the Placing and/or Admission;
2. it comes to the knowledge of Cenkos that there has been a
breach of any of the warranties in the Placing Agreement;
3. there has occurred any material adverse change in the
financial position or prospects of the Company and in Cenkos'
reasonable opinion that would materially prevent the success of the
Placing or it would be inadvisable to proceed with the Placing;
or
4. there has occurred any change in national or international
financial, market, industrial, monetary, economic or political
conditions (including a material deterioration in, or a material
escalation in a response to a pandemic) or there shall have
occurred any event which, in the reasonable opinion of Cenkos,
makes it impracticable or inadvisable to allow Admission to become
effective.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the
risk of the relevant Placee and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose
behalf the Placee is acting) in respect thereof.
By participating in the Placing, each Placee agrees with the
Company and Cenkos that the exercise by the Company, or Cenkos, 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 Cenkos and that neither the Company nor Cenkos
need make any reference to such Placee and that none of Cenkos, 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
(including any decision not to terminate the Placing
Agreement).
No prospectus
No prospectus has been or will be submitted to be approved by
the FCA in relation to the Placing or the Placing Shares and no
such prospectus is required on the basis that all offers of Placing
Shares will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and subject to any
further terms set forth in the contract note to be sent to
individual Placees.
Representations, warranties and further terms
By participating in the Placing, each Placee and/or any person
acting on such Placee's behalf acknowledges, agrees, represents,
undertakes, with Cenkos (for itself and as agent on behalf of the
Company) that (save where Cenkos expressly agrees in writing to the
contrary):
1. it has read and understood this Announcement in its entirety
and it agrees and acknowledges that the issue and acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities,
acknowledgements, agreements, undertakings and other information
contained or referred to in this Appendix 2;
2. it is a Qualified Investor within the United Kingdom as
defined in Article 2 (e) of the UK Prospectus Regulation and if it
is within a Relevant State, it is a Qualified Investor as defined
in Article 2 (e) of the EU Prospectus Regulation;
3. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the UK Prospectus Regulation:
a. 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 any
Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of Cenkos has been given
to the offer or resale; or
b. where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons;
4. it will not distribute, forward, transfer, mail or otherwise
transmit by any means or media, directly or indirectly, in whole or
in part, this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States or to any US Person (as such term is defined in
Regulation S under the US Securities Act of 1933) and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
5. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are acquired will not be, a
resident of, or with an address in, or subject to the laws of,
Australia, Canada, Japan, the United States of America 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 Australia,
Canada, Japan, the United States of America or the Republic of
South Africa and may not be offered, sold or acquired, directly or
indirectly, within those jurisdictions;
6. it acknowledges that no action has been or will be taken by
any of the Company, Cenkos or any person acting on their behalf
that would, or is intended to, permit a public offer of the Placing
Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required. In addition, the
Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale
nor will a prospectus be cleared or approved in respect of any of
the Placing Shares under the securities laws of the United States
(or any state or other jurisdiction of the United States)
Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly,
within the United States, Australia, Canada, Japan or the Republic
of South Africa or in any country or jurisdiction where any such
action for that purpose is required;
7. it and the beneficial owner of the Placing Shares is
currently, and will remain so until at least such time as the
Placing Shares are acquired, not a US Person (as such term is
defined in Regulation S), and is currently 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;
8. it and/or each person on whose behalf it is participating (i)
is entitled to acquire Placing Shares pursuant to the Placing under
the laws and regulations of all relevant jurisdictions; (ii) has
fully observed such laws and regulations; and (iii) has the
capacity and has obtained all requisite authorities and consents
(including, without limitation, in the case of a person acting on
behalf of a Placee, all requisite authorities and consents to agree
to the terms set out or referred to in this Appendix) under those
laws or otherwise and has complied with all necessary formalities
to enable it to enter into the transactions and make the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contemplated hereby and to perform its
obligations in relation thereto on its own behalf (and in the case
of a person acting on behalf of a Placee on behalf of that Placee);
(iv) agrees to the terms set out in this Appendix and makes the
acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its
own behalf (and in the case of a person acting on behalf of a
Placee on behalf of that Placee); and (v) is and will remain liable
to the Company and Cenkos for the performance of all its
obligations as a Placee of the Placing (whether or not it is acting
on behalf of another person);
9. it is acquiring the Placing Shares for its own account or, if
it is acquiring the Placing Shares on behalf of another person, it
confirms that it exercises sole investment discretion in relation
to such other person's affairs and in particular, if it is a
pension fund or investment company, it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
10. it understands (or if acting on behalf of another person,
such person has confirmed that such person understands) the resale
and transfer restrictions set out in this Appendix;
11. it has not received a prospectus or other offering document
in connection with the Placing and acknowledges that no prospectus
or other offering document: (i) is required under the Prospectus
Regulation; and (ii) has been or will be prepared in connection
with the Placing;
12. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules, which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
(the "Exchange Information"), and that it is able to obtain or
access the Exchange Information without undue difficulty, and is
able to obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
13. it has made its own assessment of the Company, the Placing
Shares and the terms of the Placing and has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. It has not
relied on (i) any investigation that Cenkos or any person acting on
Cenkos' behalf may have conducted with respect to the Company, the
Placing or the Placing Shares; or (ii) any other information given
or any other representations, statements or warranties made at any
time by any person in connection with Admission, the Company, the
Placing, the Placing Shares or otherwise;
14. none of Cenkos nor the Company nor any of their respective
affiliates, agents, consultants, directors, employees, officers or
any person acting on behalf of any of them has provided, nor will
provide, it with any material regarding the Placing Shares or the
Company or any other person in addition to the information in this
Announcement; nor has it requested Cenkos, the Company, any of
their respective affiliates, agents, consultants, employees,
directors or officers or any person acting on behalf of any of them
to provide it with any such information;
15. the content of this Announcement has been prepared by and is
exclusively the responsibility of the Company. Neither Cenkos nor
any persons acting on behalf of it are responsible for or has or
shall have any liability for any information, representation,
warranty or statement, written or oral relating to the Company and
either contained in this Announcement or previously or concurrently
published by or on behalf of the Company. Cenkos will not be liable
for any Placee's decision to participate in the Placing based on
any information, representation, warranty or statement contained in
this Announcement, the Exchange Information or otherwise. None of
Cenkos, the Company, nor any of their respective affiliates,
agents, consultants, directors, employees or officers has made any
representation or warranty to the Placee, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the information in this
Announcement or the Exchange Information. Nothing in this Appendix
shall exclude any liability of any person for fraudulent
misrepresentation;
16. the only information on which it is entitled to rely and on
which it has relied in committing to subscribe for the Placing
Shares is contained or referred to in this Announcement. It has
satisfied itself that such information is still current and is all
that it deems necessary to make an investment decision in respect
of the Placing Shares;
17. it has the funds available to pay for the Placing Shares
which it has agreed to acquire and acknowledges, agrees and
undertakes that it will make payment to Cenkos for the Placing
Shares allocated to it in accordance with the terms and conditions
of this Announcement on the due times and dates set out in this
Announcement or the relevant contract note, failing which the
relevant Placing Shares may be placed with others on such terms as
Cenkos 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;
18. it, or the person specified by it for registration as a
holder of the Placing Shares will be responsible for any liability
to stamp duty or stamp duty reserve tax payable on the acquisition
of any of the Placing Shares or the agreement to subscribe for the
Placing Shares and shall indemnify the Company and Cenkos in
respect of the same on the basis that the Placing Shares will be
allotted to a CREST stock account of Cenkos who will hold them as
nominee on behalf of such Placee (or the person specified by it for
registration as holder of the Placing Shares) until settlement with
it in accordance with its standing settlement instructions.
19. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that no instrument under which it
subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax
at the increased rates referred to in those sections and that it,
or the person specified by it for registration as holder of the
Placing Shares, is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment,
issue or delivery of Placing Shares would give rise to such a
liability;
20. it has only communicated or caused to be communicated and it
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that Cenkos has not approved this Announcement in its
capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if
it was made or approved as a financial promotion by an authorised
person;
21. it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares (including all relevant provisions of the FSMA
in respect of anything done in, from or otherwise involving the
United Kingdom);
22. none of Cenkos, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers
or any person acting on behalf of any of them are making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor
providing advice in relation to the Placing nor in respect of any
acknowledgements, agreements, indemnities, representations,
undertakings or warranties contained in the Placing Agreement nor
the exercise or performance of Cenkos' rights and obligations
thereunder, including any rights to waive or vary any conditions or
exercise any termination right. Its participation in the Placing is
on the basis that it is not and will not be a client of Cenkos and
Cenkos has no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of
the FCA, and any payment by it will not be treated as client money
governed by the rules of the FCA;
23. Cenkos and its affiliates, each acting as an investor for
its or their own account(s), may, in accordance with applicable
legal and regulatory provisions, bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain,
purchase, offer to sell or otherwise deal for its or their own
account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing
or otherwise. Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise
dealt with should be read as including any offer to, or
subscription, acquisition or dealing by, Cenkos and/or any of its
affiliates, acting as an investor for its or their own account(s).
Neither Cenkos nor the Company intends to disclose the extent of
any such investment or transaction otherwise than in accordance
with any legal or regulatory obligation to do so;
24. it will not make any offer to the public of the Placing
Shares and it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom or 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 purpose of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom for the purposes of
section 85(1) of FSMA or an offer to the public in any other member
state of the EEA within the meaning of the UK Prospectus
Regulation, or an offer to the public in any Relevant State within
the meaning of the EU Prospectus Regulation;
25. it has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the
Anti-Terrorism Crime and Security Act 2001 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
26. it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, market abuse under the UK MAR and
the Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
27. it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting
this invitation to participate in the Placing;
28. if it has received any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act
1993) in relation to the Company and its securities, it confirms
that it has received such information within the market soundings
regime provided for in article 11 of the UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to
deal) in the securities of the Company; (ii) encouraged,
recommended or induced another person to deal in the securities of
the Company; or (iii) unlawfully disclosed inside information to
any person, prior to the information being made publicly
available;
29. in order to ensure compliance with the Money Laundering
Regulations 2017, Cenkos, 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 Cenkos or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cenkos' absolute discretion or,
where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Cenkos' or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
Cenkos, (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, Cenkos and/or the Company may, at their absolute discretion,
terminate their commitment in respect of the Placing, in which
event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
30. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in this Announcement and in the
contract note 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 Cenkos'
conduct of the Placing;
31. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
32. it irrevocably appoints any duly authorised officer of
Cenkos as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe or purchase upon
the terms of this Announcement;
33. the Company, Cenkos 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 Cenkos on its own behalf and on behalf of the Company
and are irrevocable, and agree that if any of the representations
and agreements deemed to have been made by its purchase of Placing
Shares are no longer accurate, it shall promptly notify the Company
and Cenkos;
34. time is of the essence as regards its obligations under this Appendix;
35. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Cenkos;
36. the terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise
validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing
Shares pursuant to the Placing will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares may be taken by the Company or
Cenkos 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. its obligations are irrevocable and legally binding and
shall not be capable of recission or termination by it in any
circumstances, save only to the extent permitted by law.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Cenkos and each of its respective affiliates, agents,
consultants, directors, employees and officers harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of any of the acknowledgements, agreements, representations,
undertakings and warranties given by the Placee (and any person
acting on such Placee's behalf) in this Appendix or incurred by
Cenkos, the Company or any of their respective affiliates, agents,
consultants, directors, employees or officers arising from the
performance of the Placee's obligations as set out in this
Announcement, and further agrees that the provisions of this
Appendix shall survive completion of the Placing.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as
they nominate as their agents, directly by the Company. Such
agreement assumes that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other
dealings in the Placing Shares, stamp duty or stamp duty reserve
tax may be payable. In that event, the Placee agrees that it shall
be responsible for such stamp duty or stamp duty reserve tax and
neither the Company nor Cenkos 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 Cenkos
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 Cenkos in the event that either
the Company and/or Cenkos have incurred any such liability to such
taxes or duties.
The acknowledgements, representations, undertakings and
warranties contained in this Appendix are given to Cenkos for
itself and as agent on behalf of the Company and are irrevocable
and will survive completion of the Placing.
If a Placee is acting in its capacity as agent, as a
discretionary investment manager on behalf of its underlying
clients (who may include individuals and/or retail clients as
defined within MiFID II and/ or the FCA rules), then the
discretionary investment manager shall be regarded as the Placee
for the purpose of this Announcement and not the underlying client.
For the avoidance of doubt, the representations and warranties are
given by the Placee itself, and not the underlying client(s).
Each Placee and any person acting on behalf of the Placee
acknowledges that Cenkos owes no fiduciary or other duties to any
Placee in respect of any acknowledgements, agreements, indemnities,
representations, undertakings or warranties in the Placing
Agreement.
Any money held in an account with Cenkos 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.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment.
No statement in this Announcement is intended to be a profit
forecast, and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
The price of Placing Shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the Placing Shares. Past
performance is no guide to future performance, and persons needing
advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
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.
APPIX II - DEFINITIONS
In the Announcement (including its Appendices) the following
definitions apply:
"Admission" admission of the Placing Shares (as the context
requires) to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules;
"AIM" the market of that name operated by the London
Stock Exchange;
"AIM Rules" the AIM Rules for Companies and (where the context
admits) the AIM Rules for Nominated Advisers
(each as amended from time to time);
"Announcement" this announcement (including the Appendices
to this announcement);
"Board" or "Directors" the directors of the Company as at the date
of this Announcement;
"Cenkos" Cenkos Securities Plc, a public limited company
registered in England and Wales with registered
number 05210733 whose registered office is at
6 7 8 Tokenhouse Yard, London, EC2R 7AS, the
Company's joint broker for the purposes of the
Placing and Admission;
"Company" or Bidstack Group plc, a public limited company
"Bidstack" incorporated in England & Wales under registered
number 04466195 and having its registered office
at 201 Temple Chambers 3-7 Temple Avenue, London,
England, EC4Y 0DT;
"CREST" the computerised settlement system (as defined
in the CREST Regulations) operated by Euroclear
UK & Ireland Limited which facilitates the transfer
of title to shares in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001/3755) including any enactment or subordinate
legislation which amends or supersedes those
regulations and any applicable rules made under
those regulations or any such enactment or subordinate
legislation for the time being in force;
"Enterprise the Enterprise Investment Scheme whose rules
Investment Scheme" are contained in Part 5 of the Income Tax Act
or "EIS" 2007 (income tax) and sections 150A to 150C
of, and Schedule 5B to, the Taxation of Chargeable
Gains Act 1992 (capital gains tax);
"Enlarged Share the number of Ordinary Shares in issue immediately
Capital" following the Placing and Admission;
"Existing Ordinary the 388,374,057 Ordinary Shares in issue at
Shares" the date of this document;
"Fundraise" the Placing and the Subscription;
"General Meeting" the General Meeting proposed to be held at 11:00
a.m. on 19 July 2021 at Plexal, 14 East Bay
Lane, The Press Centre, Here East, Queen Elizabeth
Olympic Park, Stratford, London, E20 3BS;
"Group" the Company and its subsidiaries;
"Issue Price" 2.0 pence per Placing Share;
"London Stock the London Stock Exchange Group plc;
Exchange"
"New Ordinary the Placing Shares and the Subscription Shares;
Shares"
"Ordinary Shares" the ordinary shares of 0.5 pence each in the
capital of the Company in issue from time to
time;
"Placees" subscribers for Placing Shares pursuant to the
Placing;
"Placing" the conditional placing of the Placing Shares
by Cenkos as broker for the Company at the Issue
Price pursuant to the Placing Agreement;
"Placing Agreement" the agreement dated 1 July 2021 between the
Company, Cenkos and SPARK relating to the Placing
and Admission;
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing which have been placed by Cenkos;
"Resolutions" the resolutions proposed to be put to shareholders
at the General Meeting granting authority to
the Directors to allot the Placing Shares free
from pre-emption rights;
"SPARK" SPARK Advisory Partners Limited, a private limited
company incorporated in England and Wales under
registered number 03191370 and having its registered
office at 5 St. John's Lane, London, EC1M 4BH,
the Company's Nominated Adviser in accordance
with the AIM Rules;
"Stifel" Stifel Nicolaus Europe Limited, a private limited
company incorporated in England & Wales under
registered number 03719559 and having its registered
office at 4th Floor, 150 Cheapside, London,
United Kingdom EC2V 6ET, the Company's joint
broker for the purposes of the Placing and Admission;
"Subscription a proposed conditional subscription by certain
" Directors and other investors for New Ordinary
Shares at the Issue Price;
"Subscription the new Ordinary Shares to be issued pursuant
Shares" to the Subscription;
"Venture Capital a listed company which invests in unlisted trading
Trust" or "VCT" companies in accordance with the rules are contained
in sections 151A and 151B of the Taxation of
Chargeable Gains Act 1992 for capital gains
tax purposes and Part 6 of Income Tax Act 2007
for income tax purposes;
"VWAP" volume weighted average price;
"GBP" and "pence" pounds and pence sterling respectively, being
the lawful currency of the United Kingdom.
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END
IOEUPUUGMUPGGQG
(END) Dow Jones Newswires
July 01, 2021 12:15 ET (16:15 GMT)
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