Proposed Acquisition of Poundfield Products (Group) & Placing of £13.9m

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 13 December 2017

(EPIC: SRC / Market: AIM / Sector: Construction Materials)

SIGMAROC PLC

(“SigmaRoc”, the “Company and, together with its subsidiaries, the “Group”)

Proposed Acquisition of Poundfield Products (Group) Limited

and

Placing to raise £13.9m

SigmaRoc, the AIM quoted buy-and-build construction materials group, is pleased to announce that it has entered into a conditional agreement to acquire Poundfield Products (Group) Limited (“Poundfield”), a UK-based group of businesses specialising in patented concrete products and systems, for a total consideration of £10.25m (the “Acquisition”).

The consideration comprises an initial cash consideration of £9.5m on a debt free / cash free basis (the “Initial Consideration”) and deferred consideration of £0.75m, which will be conditionally payable one year from completion and will be satisfied by the issue of new ordinary shares of 1 pence each in the Company (“Ordinary Shares”) (the “Deferred Consideration”).

The Initial Consideration is to be funded by way of a conditional placing of 34,000,000 new Ordinary Shares (the “Placing Shares”) at 41 pence per share (the “Placing Price”) (the “Placing”). The Placing Price represents a 4.7% discount to the closing middle market price of the Company’s Ordinary Shares, being 43 pence per Ordinary Share, on 12 December 2017 (being the last practicable date prior to the date of this announcement). Berenberg is acting as sole broker and bookrunner to the Placing.

Highlights:

  • The Acquisition represents further progress in the Company’s delivery of its buy-and-build strategy with the completion of another transaction from SigmaRoc’s significant deal pipeline;
  • Poundfield’s portfolio of patented specialist concrete products and systems can be efficiently integrated into the existing Group, in particular the UK concrete products cluster;
  • Poundfield recorded consolidated underlying EBITDA of £1.5m and consolidated revenue of £7.4m for the year ended 31 December 2016;
  • As at September 2017, Poundfield has already achieved underlying EBITDA of £1.3m and is therefore on track to exceed EBITDA recorded in 2016;
  • Initial Consideration of £9.5m in cash on a debt free / cash free basis;
  • Deferred Consideration of £0.75m, to be settled by the issue of new Ordinary Shares;
  • Approximately £1.4m in working capital brought into to the Group;
  • The Acquisition is expected to be EPS accretive in the first full year of ownership;
  • Completion is conditional, inter alia, on admission of the Placing Shares to trading on AIM taking place and the Placing proceeds being received by the Company no later than the 22 December 2017; and
  • SigmaRoc has a strong pipeline of further acquisitions and is in advanced negotiations on another potentially value accretive transaction.

SigmaRoc has completed and successfully integrated three acquisitions to date:

In January 2017, it acquired Ronez Ltd (“Ronez”), a Channel Islands business, for £45m from Aggregate Industries, Ronez operates the only quarry in Guernsey and one of only two quarries in Jersey.

The second acquisition, in April 2017, was the purchase of a dry bulk carrying ship, thereby launching the Group’s trading arm, SigmaGsy.

The third acquisition, completed in October 2017, was TopCrete Limited and its wholly owned subsidiary Allen (Concrete) Limited (“Allen Concrete”), a specialist precast business with a long history in wet-cast concrete and significant asset footprints. The acquisition of Allen Concrete established the Group’s UK precast cluster (whereby a cluster is a group of similar SigmaRoc businesses where operational and business synergies are expected to be captured) and delivered £2.2m operational EBITDA in 2016 financial year and was immediately accretive.

Under SigmaRoc’s management, the Channel Islands business reported a 52.6% 2017 financial half year operational EBITDA increase, to £2.9m.

Commenting, SigmaRoc’s CEO, Max Vermorken said:

“The acquisition of Poundfield, a specialist in patented concrete products, is a welcome addition to our growing portfolio of assets. It will join our existing UK precast cluster which includes TopCrete, the specialist precast concrete business we acquired in October 2017. We will look to maximise synergies at both the cluster and Group level and derive overall earnings growth”. 

Commenting, SigmaRoc’s Executive Chairman, David Barrett said:

“This acquisition marks another milestone in our buy-and-build strategy, and concludes a successful year for the SigmaRoc group. We continue to seek out businesses where we believe we can create significant value for shareholders, and the pipeline for future acquisitions in 2018 is already strong.”

For further information, please contact:

SigmaRoc Tel: +44(0)207 002 1080
Max Vermorken, CEO

 

Strand Hanson (Nominated and Financial Adviser) Tel: +44(0)207 409 3494
James Spinney / James Dance

 

Berenberg (Broker) Tel: +44(0)203 207 7800
Ben Wright / Mark Whitmore / Laure Fine

 

Temple Bar Advisory (Financial PR adviser) Tel: +44(0)207 002 1510
sigmaroc@templebaradvisory.com

 

Ed Orlebar / Tom Allison / Alycia MacAskill

M:07738724630


The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

 

About SigmaRoc

SigmaRoc was established as a cash shell in August 2016, by a mix of entrepreneurs and industry executives, most of whom had previously worked at Holcim in northern and western Europe, including Aggregate Industries in the UK.

The express purpose of SigmaRoc is to create value for shareholders through consolidating heavy material assets in the UK, Europe and peripheral regions. SigmaRoc expects value creation from the purchase of assets at attractive prices due to motivated sellers, including both small independents and majors looking to divest, and by using management experience and specialist knowledge to better operate assets, especially smaller ones, improve sales and marketing efforts and merge relevant functions across the Group to create cluster and corporate efficiencies.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE “IMPORTANT NOTICES” SECTION BELOW.

THE APPENDIX TO THIS ANNOUNCEMENT (WHICH FORMS PART OF THIS ANNOUNCEMENT) SETS OUT THE TERMS AND CONDITIONS OF THE PLACING. PERSONS WHO HAVE CHOSEN TO PARTICIPATE IN THE PLACING, BY MAKING AN ORAL OR WRITTEN OFFER TO ACQUIRE PLACING SHARES, WILL BE DEEMED TO HAVE READ AND UNDERSTOOD THIS ANNOUNCEMENT IN ITS ENTIRETY (INCLUDING THE APPENDIX) AND TO BE MAKING SUCH OFFER ON THE TERMS AND SUBJECT TO THE CONDITIONS HEREIN, AND TO BE PROVIDING THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGEMENTS AND UNDERTAKINGS CONTAINED IN THE APPENDIX.

IMPORTANT NOTICES

This announcement is not an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act“) or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States unless the Placing Shares are registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, in each case in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States.

This announcement may contain “forward-looking statements” with respect to certain of the Company’s plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “seek”, “may”, “could”, “outlook” or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company’s profitability and ability to access capital and credit, a decline in the Company’s credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

The London branch of Joh. Berenberg, Gossler & Co. KG (“Berenberg”) is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the Financial Conduct Authority (“FCA”) and is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Berenberg or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement contains certain financial measures that are not defined or recognised under IFRS, including adjusted EBITDA (being earnings before interest, tax, depreciation, amortisation).  Information regarding these measures are sometimes used by investors to evaluate the efficiency of a company’s operation and its ability to employ its earnings toward repayment of debt, capital expenditures and working capital requirements.  There are no generally accepted principles governing the calculation of these measures and the criteria upon which these measures are based can vary from company to company.  These measures, by themselves, do not provide a sufficient basis to compare the Company’s performance with that of other companies and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity.

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 years would necessarily match or exceed the historical published earnings per share of the Company.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this announcement.

Proposed Acquisition of Poundfield and Placing to raise £13.9m (gross)

Introduction

SigmaRoc, the AIM quoted buy-and-build construction materials group, is pleased to announce that it has entered into a conditional agreement to acquire Poundfield Products (Group) Limited, a UK-based group of businesses specialising in patented concrete products and systems, for an Initial Consideration of £9.5m in cash on a debt free / cash free basis, subject to certain adjustments by way of completion accounts and a conditional share-based Deferred Consideration of £0.75m. The Acquisition is expected to be EPS accretive in the first full year of ownership.

The Acquisition is to be funded by way of a placing of 34,000,000 new Ordinary Shares to raise approximately £13.9m, before expenses. Berenberg is acting as sole broker and bookrunner to the Placing. The Deferred Consideration of £0.75m will be payable to the sellers on the first anniversary of completion of the Acquisition satisfied by the issue of new Ordinary Shares at the 20 day volume weighted average price ending on the allotment date (the “Consideration Shares”). The Deferred Consideration payable to Mark Jardine is conditional upon his compliance in all material respects with terms of a consultancy services agreement (the “Consultancy Agreement”) to be entered into with the Company on completion of the Acquisition (“Completion”).

The Placing is conditional, inter alia, upon (i) the conditional sale and purchase agreement (“Acquisition Agreement”) in relation to the Acquisition entered into between the shareholders of Poundfield and the Company on 12 December 2017 not having been terminated; and (ii) admission of the Placing Shares to trading on AIM (“Admission”). If any of these conditions are not satisfied, the Placing will not proceed, the Placing Shares will not be issued and the Acquisition will not complete.

Information on Poundfield

Founded in 1999, Poundfield is a specialist precast concrete producer based near Ipswich that holds a portfolio of patented products and systems. It distributes its products to a diverse range of clients including government, public and private companies both in the UK and internationally. In addition to directly supplying infrastructure, industrial and flooring products, Poundfield also partners with majors in the construction materials industry for the licensing of its patented products.

For the year ended 31 December 2016, Poundfield recorded underlying EBITDA of £1.5m and consolidated revenue of £7.4m. As at September 2017, Poundfield had achieved underlying EBITDA of £1.3m for the first nine months of the 2017 financial year and is therefore on track to exceed EBITDA recorded in 2016.

Background to and reasons for the Acquisition and the Placing

Poundfield was in the SigmaRoc acquisition pipeline during the acquisition of Topcrete Limited and its wholly owned subsidiary Allen Concrete, the first acquisition for the UK precast cluster (whereby a cluster is a group of similar SigmaRoc businesses where operational and business synergies are expected to be captured). Management believe that, similar to its success with Ronez, SigmaRoc can realise significant value by bringing the business into the Group, with further potential for value creation through leveraging synergies via Poundfield’s addition to the UK precast cluster.

SigmaRoc believes that integrating Poundfield into the Group, alongside Allen Concrete as part of its UK precast operations, will be value accretive for several reasons, including:

  • the ability to leverage customers, product portfolio and product solutions;
  • creation of a triangular network of strategic positons and extended customer hubs in high utilisation markets;
  • leverage of departments and skills and expansion of patented products and production systems across both the cluster and the Group; and
  • dilution of business infrastructure and back office costs, harmonisation of procurement and sourcing strategies and the ability to leverage industrial knowledge and contacts.

The Placing will allow SigmaRoc to complete the Acquisition, and leave it in a strong position in the market place going forward.  The Acquisition is expected to be EPS accretive in its first full year.

Principal terms of the Acquisition

The Company is to conditionally acquire the entire issued share capital of Poundfield from Mr Mark Jardine and Mr John Alston (ca.67% and ca.33% shareholders of Poundfield respectively). The Initial Consideration will be satisfied on Completion by the payment of £9.5m in cash, subject to certain adjustments by way of completion accounts so that the Company acquires Poundfield on a cash free / debt free basis with a normalised level of working capital on Completion. The Deferred Consideration of £0.75m will be settled 12 months following Completion by the issue of the Consideration Shares to the Sellers. The Deferred Consideration payable to Mark Jardine is conditional upon his compliance in all material respects with the terms of a consultancy services agreement to be entered into with the Company on Completion.

Pursuant to the terms of the Acquisition Agreement, the Sellers have each agreed not to sell any of their Consideration Shares for a period of 12 months following issue of the relevant Consideration Shares.

Mr Jardine has agreed to provide consultancy services to the Poundfield business for 12 months following Completion to assist with an orderly handover and will enter into the Consultancy Agreement at the same time as the Acquisition.

The Acquisition Agreement contains warranties which are customary for a transaction of this nature as well as a tax covenant.

Option to acquire freehold land and property

Poundfield currently leases the land and buildings on which its current operating facilities are located from third parties (connected to the vendors). SigmaRoc has entered into an option agreement over the title of such freehold land and buildings, whereby the Company has the option to acquire the land and buildings for a fixed price of £1.5m, at any time before 1 April 2018. Additional option agreements have been entered into for further permitted freehold land, allowing for extension to the current site and increase in production areas.

Use of Proceeds

SigmaRoc intends to use the net proceeds of the Placing to fund the following activities:

  • £9.5m will be deployed to fund the Initial Consideration;
  • £1.0m will be used for growth of existing and new product offering;
  • £1.5m can be deployed at the option of the Company to acquire the freehold title to the land and buildings where Poundfield operates; and
  • the balance will be used towards the payment of the Allen Concrete deferred consideration and for the Group’s general working capital purposes.

The Placing

The Company has conditionally raised approximately £13.9m (before expenses) by way of the Placing at the Placing Price. The Placing Shares will represent approximately 33.1% of the enlarged issued share capital of the Company on Admission, as enlarged by the Placing Shares (the “Enlarged Share Capital”). The Placing Price represents a discount of approximately 4.7% to the closing middle market price of the Company’s Ordinary Shares, being 43 pence per Ordinary Share, on 12 December 2017 (being the latest practicable date prior to the date of this announcement).

On Admission, the Company’s Enlarged Share Capital will comprise 136,705,557 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, this figure of 136,705,557 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the issued share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

The Placing Shares will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission.

The Placing is conditional upon, inter alia, completion of the Acquisition having become unconditional in all respects subject to payment of the consideration and Admission becoming effective on or before 8.00 a.m. on 18 December 2017 (or such later time and/or date as the Company and Berenberg may agree, but in any event by no later than 8.00 a.m. on 22 December 2017). If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to them (at the Placees’ risk and without interest) as soon as possible thereafter.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 18 December 2017 on which date it is also expected that the Placing Shares will be enabled for settlement in CREST.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THE “ANNOUNCEMENT”), IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN RELEVANT MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (“QUALIFIED INVESTORS”), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE “PROSPECTUS DIRECTIVE”); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (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.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION FOR, ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND OR IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES UNLESS THE PLACING SHARES ARE REGISTERED UNDER THE US SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN, INTO OR FROM THE UNITED STATES, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PLACING. THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

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 Berenberg or any of its Affiliates, branches or advisers or any other person as to or in relation to, the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee’s behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.

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”, “intends”, “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 of operations, financial condition, liquidity, prospects, growth, strategies and the Company’s markets. Forward-looking statements may and often do differ materially from actual results. Any 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, results of 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 undertakes no obligation to publicly release the results of any revisions to any 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 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.

No action has been taken by the Company, Berenberg or any of their respective Affiliates 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.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the UK, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

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, the Central Bank of Ireland or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African 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, the Republic of South Africa, the Republic of Ireland or New Zealand. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

By participating in the Placing, each subscriber of Placing Shares (the “Placees”), will be deemed to have read and understood this Announcement in its entirety and to be participating, making an offer for and acquiring Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

  • it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
  • in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a “Relevant Member State”) who acquires any Placing Shares pursuant to the Placing:
  1. it is a Qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive; and
  1. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:
  1. the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Berenberg has been given to the offer or resale; or
  1. where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

iii.   it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and

  1. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and
  1. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph (iii) above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the US Securities Act.

The Company and Berenberg will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

Details of the Placing

The Company has entered into an agreement dated 12 December 2017 with Berenberg (the “Placing Agreement”) under which, on the terms and subject to the conditions set out in the Placing Agreement, Berenberg, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. In accordance with the terms of the Placing Agreement, Berenberg agrees to make payment (on behalf of subscribers procured by it) of an amount equal to the product of the Placing Shares at the Placing Price (less the commissions, VAT (if any) and expense reimbursements). The Placing is not underwritten.

The Placing is conditional, inter alia, upon the Acquisition Agreement having been entered into, not having lapsed or terminated and having become unconditional in all respects and having been completed in accordance with its terms save for payment of the consideration. Pursuant to the terms of the Acquisition Agreement and the related documentation, Completion of the Acquisition will occur as soon as the Company’s solicitors have confirmed to the Seller’s solicitors that they have received the minimum placing proceeds from Berenberg.

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive any dividends and other distributions declared or made in respect of the Ordinary Shares following Admission.

The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Berenberg. Berenberg has absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

Berenberg has the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for Admission.

It is expected that Admission will become effective at 8.00 am on 18 December 2017 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

  1. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating, making an offer and subscribing for Placing Shares upon the terms and subject to the conditions contained in this Appendix and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.
  1. Berenberg is acting as broker to the Placing and as agent for and on behalf of the Company in relation to the Placing. Berenberg is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision 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 Berenberg or for providing advice in relation to the matters described in this Announcement.
  1. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Berenberg to participate. Berenberg and any of its Affiliates are entitled to participate in the Placing as principal.
  1. The price per Placing Share is fixed at 41 pence and is payable to Berenberg by all Placees. No fee or commission will be paid to Placees or by Placees in respect of any Placing Shares.
  1. Each Placee’s allocation will be determined by Berenberg in its absolute discretion following consultation with the Company and will be confirmed orally to such Placee by Berenberg, as agent of the Company (“Oral Confirmation”) and an order acknowledgement will be despatched as soon as possible thereafter. The Oral Confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Berenberg to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the articles of association of the Company. Except with Berenberg’s consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
  1. Each Placee’s allocation and commitment will be evidenced by an order acknowledgement issued to such Placee by Berenberg which will confirm the number of Placing Shares allocated, the Placing Price and the aggregate amount owed by such Placee to Berenberg.
  1. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Berenberg (as agent for the Company), to pay on Admission to Berenberg (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.
  1. 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 subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Registration and settlement”.
  1. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under “Conditions of the Placing” and to the Placing not being terminated on the basis referred to below under “Termination of the Placing Agreement”.
  1. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
  1. To the fullest extent permitted by law and applicable FCA rules, none of Berenberg or any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing. In particular, none of Berenberg or any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Berenberg’s conduct of the Placing or of such alternative method of effecting the Placing as Berenberg and the Company may agree. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Berenberg shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

Conditions of the Placing

The obligations of Berenberg under the Placing Agreement are, and the Placing is conditional, inter alia, upon:

  1. the Company complying with its obligations and having satisfied all conditions under the Placing Agreement which fall to be performed or satisfied prior to or on Admission;
  2. none of the warranties in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement and none of the warranties in the Placing Agreement having ceased to be true and accurate or having become misleading at any time following the date of the Placing Agreement up to and including the time of Admission with reference to the facts and circumstances which shall then exist;
  3. prior to Admission, there having been, in the opinion of Berenberg (acting in good faith), no Material Adverse Change;
  4. the Announcement having been released through the Regulatory News Service by 7:30am on day following the 12 December 2017;
  5. the Acquisition Agreement having become (i) unconditional in all respects and having been completed in accordance with its terms save for payment of the consideration, and (ii) not having lapsed or been terminated;
  6. the Placing Shares having been allotted, subject only to Admission;
  7. Admission occurring no later than 8.00 am on 18 December 2017, or such later time and/or date, being no later than 8.00 am on 22 December 2017, as the Company and Berenberg may agree,

(all conditions to the obligations of Berenberg included in the Placing Agreement being together, the “conditions”).

Certain conditions may be waived in whole or in part by Berenberg in its absolute discretion and upon such terms as it thinks fit, save that the condition relating to the allotment of the Placing Shares, subject only to Admission, may not be waived. Berenberg may also agree in writing with the Company to extend the time for satisfaction of any condition in accordance with the Placing Agreement. Any such extension or waiver will not affect Placees’ commitments as set out in this Appendix.

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 Berenberg may agree in writing with the Company), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee’s rights and obligations under this Announcement shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Neither Berenberg nor any of its Affiliates 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 Berenberg.

Termination of the Placing Agreement

Berenberg may terminate the Placing Agreement at any time on or before Admission if, inter alia:

  1. there has been a breach of any provision in the Acquisition Agreement by any party to it which Berenberg considers in its sole judgement (acting in good faith) to be material; or
  1. in the sole judgement of Berenberg (acting in good faith), there has been a Material Adverse Change since the date of the Placing Agreement; or
  1. in the sole judgement of Berenberg (acting in good faith), there has been a material breach by the Company of any of its obligations under the Placing Agreement or with the requirements of any laws or regulations in relation to the Placing, or there has been a breach of or there has taken place or arisen any event rendering untrue or incorrect in any respect any of the warranties set out in the Placing Agreement; or
  1. in the sole judgement of Berenberg (acting in good faith), if any of the warranties contained in the Placing Agreement would, if repeated at any time up to Admission (by reference to the facts and circumstances then existing), be untrue, inaccurate or misleading in any respect;
  1. a matter or circumstance has arisen which would be likely to give rise to an indemnity claim pursuant to the Placing Agreement; or
  1. subsequent to the execution of the Placing Agreement, a circumstance or event has arisen which in the sole judgement of Berenberg (acting in good faith) would be likely to prejudice the success of the Placing, or which makes it, in the sole judgement of Berenberg, impractical to proceed with the Placing and/or Admission and/or to market the Ordinary Shares on the terms and in the manner set out in the Placing Documents; or
  1. any statement contained in any of the Placing Documents is or has become untrue, inaccurate, incomplete in any material respect or misleading or any matter has arisen which would, if the Placing was made at that time, constitute an omission from the Placing Documents or any of them.

By participating in the Placing, each Placee agrees with Berenberg that the exercise by Berenberg of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Berenberg (and not the Placee or any prospective Placee at any time or in any circumstances) and that Berenberg does not need to make any reference to such Placee and that neither Berenberg nor any of its Affiliates 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. Placees will have no rights against Berenberg, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees with the Company and Berenberg that its rights and obligations terminate only in accordance with the Placing Agreement and will not be capable of rescission or termination by it after the Oral Confirmation.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees’ commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules) by or on behalf of the Company on or prior to the date of this Announcement (the “Publicly Available Information”).

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Berenberg or the Company or any other person and none of Berenberg, the Company or any other person acting on such person’s behalf nor any of their Affiliates has or shall have any liability for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Berenberg will act as settlement agent in respect of the Placing.

Settlement of transactions in the Placing Shares (ISIN: GB00BYX5K988) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (“CREST”), subject to certain exceptions. Berenberg reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Berenberg ‘s opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee’s jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent an order acknowledgement in accordance with the standing arrangements in place with Berenberg, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Berenberg and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Berenberg.

The Company will deliver the Placing Shares to a CREST account operated by Berenberg as agent for the Company and Berenberg will enter its delivery (DEL) instruction into the CREST system. Berenberg will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Settlement through CREST will be on a T+3 basis unless otherwise notified by Berenberg and is expected to occur at 8.00 am on 18 December 2017 in accordance with the instructions set out in the order acknowledgement.

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 LIBOR as determined by Berenberg.

Each Placee agrees that, if it does not comply with these obligations, Berenberg may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the Company’s 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 may be required to bear any stamp duty, stamp duty reserve tax or securities tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.

By communicating a bid for Placing Shares, each Placee confers on Berenberg all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Berenberg lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the order acknowledgement 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, stamp duty reserve tax or securities transfer tax.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee’s behalf) acknowledges, undertakes, represents, warrants and agrees (as applicable, and amongst other things) with Berenberg (for itself and as agent on behalf of the Company) that (save where Berenberg expressly agrees in writing to the contrary):

  1. it has read and understood the Announcement and any other Placing Document in its entirety and its subscription of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties, or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares;
  2. it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document;
  3. (i) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing; (ii) neither Berenberg, the Company nor any of their respective Affiliates or any person acting on its or their behalf has provided, or will provide, it with any material regarding the Placing Shares or the Company in addition to this Announcement or Publicly Available Information; and (iii) it has not requested Berenberg or the Company nor any of their respective Affiliates or any person acting on its or their behalf to provide it with any such information;
  4. no prospectus or other offering document has been prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing nor is any prospectus or other offering document required under the Prospectus Directive;
  5. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Berenberg nor any person acting on behalf of it nor any of its respective Affiliates has or shall have any liability for any information, representation or statement contained in this Announcement, Publicly Available Information or any information previously, concurrently published by or on behalf of the Company, any representation, warranty or undertaking relating to the Company, or any matter arising out of Berenberg’s role as placing agent or otherwise in connection with Placing, nor will they be liable for any Placee’s decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or Publicly Available Information or otherwise. Where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which they may have in respect thereof;
  6. none of Berenberg or the Company nor any of their respective Affiliates or any person acting on its or their behalf has made any representations to it, express or implied, with respect to the accuracy, completeness or adequacy of any Publicly Available Information, nor have they provided advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of Berenberg’s rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and each of them expressly disclaims any liability in respect thereof (save that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation);
  7. it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
  8. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount to Berenberg in accordance with the terms and conditions of this Announcement on the due time and date set out herein or in the relevant order acknowledgement, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Berenberg determines in its sole discretion and the Placee will remain liable and indemnify Berenberg on demand 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, stamp duty reserve tax or security transfer 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;
  9. it and/or each person on whose behalf it is participating:

(i)         is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions;

(ii)         has fully observed such laws and regulations;

(iii)        has the capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and

(iv)        has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is in full compliance with all applicable laws and regulations with respect to its subscription for Placing Shares;

  1. 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, Republic of South Africa, Republic of Ireland, New Zealand or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions or other country or jurisdiction where any such action for that purpose is required;
  2. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand, 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 Republic of South Africa, the Republic of Ireland or New Zealand and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
  3. (i) the Placing Shares have not been, and will not be, registered under the US Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;

(ii) it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale, resale or delivery, directly or indirectly, of any Placing Shares in or into the United States other than pursuant to an effective registration under the US Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and no representation is being made as to the availability of any exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares; and

(iii) it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed will be, outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an “offshore transaction” as defined in, and in accordance with, Regulation S under the US Securities Act;

(iv) it acknowledges and agrees that it is not taking up or acquiring the Placing Shares as a result of any directed selling efforts (as defined in Regulation S under the US Securities Act).

  1. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
  2. the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, which includes a description of the nature of the Company’s business, the Company’s most recent balance sheet and profit and loss account and the Company’s announcements and circulars published in the past 12 months and the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
  3. it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA (“Qualified Investor”), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
  4. it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that Berenberg 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 financial promotion by an authorised person;
  5. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA in respect of anything done in, from otherwise involving the United Kingdom);
  6. 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 Admission, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in 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 Prospectus Directive (which includes any relevant implementing measure in any Relevant Member State of the EEA);
  7. where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Berenberg;
  8. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any Relevant Member State), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Relevant Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of Berenberg has been given to the offer or resale;
  9. it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client’s behalf without reference to the client, as described in section 86(2) of FSMA;
  10. it is acting as principal only in respect of the Placing or, if it is acting for any other person, (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company and/or Berenberg for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
  11. no action has been or will be taken by any of the Company, Berenberg or any of their respective Affiliates 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;
  12. 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 Money Laundering Regulations 2007 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;
  13. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the Market Abuse Regulation (596/2014) and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
  14. in order to ensure compliance with the Money Laundering Regulations 2007, Berenberg, (as agent on behalf of the Company) or the Company’s registrars may, in its absolute discretion, require verification of its identity. Pending the provision to Berenberg, or the Company’s registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Berenberg’s absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Berenberg’s or the Company’s registrars’, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Berenberg (for itself and as agent on behalf of the Company) or the Company’s registrars have not received evidence satisfactory to them, Berenberg and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee’s bank from which they were originally debited;
  15. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a 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 (depositary 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 the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of 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;
  16. it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Berenberg nor the Company nor any of their respective Affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and Berenberg on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Berenberg who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
  17. its participation in the Placing is on the basis that it is not and will not be a client of Berenberg and Berenberg does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. In addition, any payment by it will not be treated as client money governed by the rules of the FCA;
  18. Berenberg and its Affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or its own account 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, Berenberg and/or any of its respective Affiliates acting as an investor for its or their own account. None of Berenberg or the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
  19. this Appendix and all documents into which this Appendix are incorporated by reference or otherwise validly form a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to subscribe for shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Berenberg 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;
  20. the Company and Berenberg (including each of their respective Affiliates) will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Berenberg, on its own behalf and on behalf of the Company, and are irrevocable;
  21. it irrevocably appoints any duly authorised officer of Berenberg 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 Appendix;
  22. (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) 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; and (iii) it has relied upon its own examination and due diligence of the Company and its associates, taken as a whole, and the terms of the Placing, including the merits and risks involved;
  23. if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
  24. time is of the essence as regards its obligations under this Appendix;
  25. 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 Berenberg;
  26. it will be bound by the terms of the articles of association of the Company;
  27. the Placing Shares will be issued subject to the terms and conditions of the Placing Agreement and this Appendix;
  28. its commitment to subscribe for Placing Shares on the terms set out in this Appendix and in the order acknowledgement will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that it will have no right to be consulted or require that their consent be obtained with respect to the Company’s or Berenberg’s conduct of the Placing;
  29. by participating in the Placing, each Placee (and any person acting on such Placee’s behalf)  agrees to indemnify on an after-tax basis and hold the Company, Berenberg and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee’s behalf) in this Appendix or incurred by the Company, and Berenberg and each of their respective Affiliates arising from the performance of the Placee’s obligations as set out in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
  30. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Berenberg 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
  31. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Berenberg 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 Berenberg 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 Berenberg in the event that either the Company and Berenberg have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Berenberg for itself and on behalf of the Company and are irrevocable, will survive completion of the Placing and shall not be capable of termination in any circumstances. Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Berenberg does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with Berenberg, any money held in an account with Berenberg on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. Each Placee acknowledges and agrees that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Berenberg’s money in accordance with the client money rules and will be used by Berenberg in the course of its own business; and the Placee will rank only as a general creditor of Berenberg.

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.

All times and dates in this Announcement are to London time and may be subject to amendment.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

DEFINITIONS

In addition to the terms previously defined, the following definitions apply throughout the Announcement and this Appendix unless the context otherwise requires:

Acquisition” the conditional acquisition by the Company of the entire issued share capital of Poundfield Products (Group) Limited on the terms of the Acquisition Agreement;

Acquisition Agreement” the share purchase agreement entered into on 12 December 2017 between the Company and the Sellers in relation to the Acquisition;

Admission” the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

Affiliates” any of either the Company’s or Berenberg’s affiliates, agents, directors, officers, employees or consultants, but in respect of Berenberg only, also includes any person connected with Berenberg as defined in FSMA;

AIM” AIM, a market operated by the London Stock Exchange;

AIM Rules” the AIM Rules for Companies, incorporating guidance notes, published by the London Stock Exchange as at the date of this Announcement;

Announcement” this announcement;

Appendix” this appendix to the Announcement;

Berenberg” the London branch of Joh. Berenberg, Gossler & Co. KG;

Business Day” a day (excluding Saturdays, Sundays and public holidays in the United Kingdom) on which banks are generally open for normal banking business in the City of London;

Completion” completion of the Acquisition;

Company” or “SigmaRoc” SigmaRoc PLC, a company incorporated and registered in England and Wales under the Companies Act 2006 (as amended) with registered number 05204176;

EEA” European Economic Area;

FSMA” the Financial Services and Markets Act of 2000 (as amended);

Group” the Company and its respective subsidiary undertaking and associates (as defined in s345 of the Companies Act 2006) from time to time;

London Stock Exchange” London Stock Exchange plc;

Material Adverse Change” any adverse change in, or any development or event reasonably likely to result in an adverse change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, financial position, properties, assets, rights, results of operations, net asset value, funding position, liquidity, solvency, prospects or general affairs of the Group which is material in the context of the Group as a whole, whether or not arising in the ordinary course of business;

Ordinary Shares” ordinary shares of 1 pence each in the capital of the Company;

Placing” the conditional placing of the Placing Shares with certain institutional investors at the Placing Price pursuant to the terms of the Placing Agreement;

Placing Agreement” the conditional agreement dated 12 December 2017 between the Company and Berenberg relating to the Placing;

Placing Documents” together the Presentation, this Announcement and these terms and conditions;

Placing Price” 41 pence per Placing Share;

Placing Shares” 34,000,000 new Ordinary Shares to be issued pursuant to the Placing;

Presentation” the presentation by the Company in the marketing of the Placing to institutional investors;

Regulatory News Service” the electronic information dissemination service operated by London Stock Exchange’s Company Announcements Office, or any alternative (primary information provider service) which the Company has selected for the purpose of making regulatory announcements in accordance with the AIM Rules;

Sellers” Mr Mark Jardine and Mr John Alston

Shareholder” holder of Ordinary Share(s) from time to time;

UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

United States” United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; and

US Securities Act” the US Securities Act of 1933, as amended.

END

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