THIS ANNOUNCEMENT, INCLUDING THE APPENDIX HERETO (TOGETHER, THE “ANNOUNCEMENT”) CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
9 December 2020
(EPIC: SRC / Market: AIM / Sector: Construction Materials)
(‘SigmaRoc’, the ‘Company’, and together with its subsidiaries, the ‘Group’)
Proposed placing to raise approximately £12.4 million to accelerate near term acquisition and investment pipeline
SigmaRoc plc, a heavy construction materials group active in the UK, Channel Islands and the Benelux, today announces a proposed fundraising of new ordinary shares of 1 penny each (‘Ordinary Shares’) (the ‘Placing’).
- The Placing will raise gross proceeds of approximately £12.4 million through the issue of 24,312,737 new Ordinary Shares (the ‘Placing Shares’), each at a price of 51 pence (the ‘Placing Price’) which represents a discount of approximately 3.3 per cent. to the closing price of 52.75 pence per Ordinary Share on 8 December 2020
- Despite the challenging environment presented by COVID-19, the Group has continued to perform strongly; recovering swiftly to like-for-like growth from May, and remains on track to deliver record results for 2020
- Having established a firm operational platform to manage risks posed by the pandemic, the Group has developed an investment pipeline of bolt-on acquisition and small expansion investment opportunities
- The net proceeds of the Placing will be used by the Company to accelerate its strategic development by executing on opportunities from within this pipeline, which meet its strict investment criteria, in the near term
- The Placing will be conducted through an accelerated bookbuild, which will be launched immediately following release of this announcement (the ‘Bookbuild’). Liberum Capital Limited (‘Liberum’) and Peel Hunt LLP (“Peel Hunt”) are acting as joint bookrunners in connection with the Placing (together, the ‘Joint Bookrunners’)
- The Placing Shares represent approximately 9.6 per cent. of the Company’s existing issued share capital and are being issued pursuant to its existing issuance authorities
- It is the intention of certain Directors and senior management to participate in the Placing up to an aggregate amount of £190,760
Reasons for the Placing
Since its founding in 2016, SigmaRoc has been focused on creating a high quality, asset backed construction materials group. Over the last four years the Group has successfully completed eight strategically important acquisitions, which have increased the Company’s asset base and offering as well as expanding its geographical footprint. As at 30 June 2020 the Group had confirmed reserves of c.400mt (2016: 10mt), producing annually c.4,500kt of aggregates (2016: 200kt) and 400m3 of concrete (2016: 70 m3). Since 2016, headcount has also increased substantially, growing from 150 to over 1,000 employees. Core to SigmaRoc’s success is its de-centralised model, with the Group run as four distinct platforms of businesses, providing specialist products and services to local markets which have attractive long term demand characteristics and clearly identified near term expansion potential:
- Ronez – Vertically integrated aggregates, asphalt, concrete and products business, supplying the Channel Islands from locations in Jersey and Guernsey;
- South Wales – Vertically integrated aggregates and concrete business, operating from nine locations across South West Wales;
- PPG – Group of three separate precast concrete businesses, supplying a range of specialist products to customers in four specific regions: London, East Anglia, the Midlands, and the North West; and
- Benelux – Vertically integrated specialist stone, aggregates, asphalt, concrete and products business, operating from three sites in Belgium
Alongside the expansion of these platforms, through acquisition, the Group has invested in the underlying assets, operations and people to drive growth and improve performance. As a result, the Group has generated a strong track record of both organic and inorganic underlying EBITDA growth in each of the last four financial years with underlying earnings per share improving by some 400 per cent. over that time.
As described below and in the trading update announced earlier today, management responded quickly and effectively to the challenges presented during the year as a result of the COVID-19 pandemic, with the swift implementation of effective operational continuity plans and a focus on cash generation and preservation. This led to a rapid stabilisation of operations, a return to like-for-like revenue growth from May and a net operational cash inflow of c. £17 million in the first half. With some further improvement in end market conditions in the second half, this recovery trend has continued with the Group on track to deliver underlying results for its 2020 financial year ahead of current market expectations.
Indicative Pipeline – identified opportunities
The strength of the recovery and the business’ response also enabled the Board to resume its focus on strategic development from the end of Q2, with approximately £11.2 million of capital deployed in the second half on the acquisition of the outstanding interest in GDH, deferred consideration payment for CDH and the purchase of land to extend the resource at CDH. In line with the Group’s strategy, the pipeline has continued to be developed, with more than £20 million of identified investment opportunities across the UK and Europe:
- Belgium – Various separate independent businesses located near key infrastructure. The Board believes that these bolt-on acquisitions would be enhancing to the existing Benelux platform with potential to deliver synergies and increase aggregate usage by up to 1mt and revenues by up to €25 million. Together these businesses represent approximately £18 million of indicative consideration;
- UK – £2.5 million investment in the development of new asphalt and contracting operations next to key infrastructure with direct routes to towns and cities, with the potential to deliver £3 million incremental revenue;
- UK – £1.0 million investment in the development of new production lines to meet increased demand and capture regional market opportunities with the potential to deliver £1.5 million incremental revenue and enhance business margins; and
- UK – Development of new aggregate operations next to key infrastructure with direct routes to towns and cities offering >250kt per year into local markets.
The Board is continuing to assess these opportunities against its strict investment criteria and whilst there is no certainty that each opportunity will be executed, it expects that the Group will be in a position to complete a number of these within the first quarter of 2021. In light of this, the Board believes that it is important to have sufficient capital available to deploy in the short term in order to take advantage of these opportunities, whilst at the same time retaining its risk-managed approach to capital structure. The Board believes that the Placing will enable it to achieve these objectives, with the net proceeds expected to be deployed in full by the end of Q1 2021 whilst retaining pro-forma leverage at below 2.0x, in line with its committed target.
SigmaRoc has today separately announced a trading update for the period ended 30 November 2020 (the ‘Trading Update’). Within the Trading Update, the Company set out certain financial performance metrics and related commentary in respect of the Group’s trading, and noted that whilst the COVID-19 pandemic has resulted in a challenging trading environment, pleasingly the recovery to more normal activities has been quick and as a result, the Group currently expects to deliver results for the year ending 31 December 2020 ahead of current market expectations.
The Group is in advanced negotiations with its syndicate of lending banks, and expects to complete a new Group-wide credit facility to replace its existing facilities in the UK and Belgium, ahead of the year end. A further announcement will be made as appropriate.
This announcement should be read in conjunction with the Trading Update.
Max Vermorken, CEO of SigmaRoc, commented on the Placing:
“This fundraising will provide the Company with additional financial resources and the ability to act quickly and decisively on a number of acquisition and capital deployment opportunities which have presented themselves over recent months, and I look forward to updating shareholders on our progress in due course.”
Market Abuse Regulation
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (‘MAR’). Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.
In addition, market soundings (as defined in MAR) were taken in respect of the Placing and the Trading Update 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 being made by the Company today. 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.
For further information, please contact:
|Tel: +44 (0) 207 002 1080|
|Strand Hanson Limited (Nominated and Financial Adviser)
James Spinney / James Dance / Jack Botros
|Tel: +44(0) 207 409 3494|
|Liberum Capital (Joint Broker and Bookrunner)
Neil Patel / Jamie Richards / William Hall / Cara Murphy
|Tel: +44 (0) 203 100 2000
|Peel Hunt (Joint Broker and Bookrunner)
Mike Bell/Ed Allsopp – Investment Banking
Al Rae/Sohail Akbar/Max Irwin – ECM Syndicate
|Tel: +44 (0) 20 7418 8900|
|Rubik Communications (Financial PR adviser)
Andrea Mora / Florian Werner
|Tel: +44 (0) 207 002 1080
SigmaRoc was established as a cash shell in August 2016, by a combination of entrepreneurs and experienced 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 drives 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.
Information on the Company is available on the Company’s website, www.sigmaroc.com.
Details of the Placing
The Company intends to raise gross proceeds of approximately £12.4 million pursuant to the Placing, utilising the balance of its existing non-pre-emptive authorities as approved at its 2020 annual general meeting, and therefore the Placing is not conditional on shareholder approval.
The Placing will be conducted by the Joint Bookrunners in accordance with the terms and conditions set out in the Appendix to this announcement. The Bookbuild will commence with immediate effect following this announcement and is expected to close later today.
The timing of the close of the Bookbuild is at the absolute discretion of the Joint Bookrunners in consultation with the Company, and the Joint Bookrunners reserve the right to close the Bookbuild process earlier or later without further notice. The allocations will be determined by the Joint Bookrunners in their absolute discretion following consultation with the Company and will be confirmed orally or in writing by the Joint Bookrunners following the close of the bookbuilding process. A further announcement will then be made as soon as practicable following the completion of the Bookbuild.
The Placing is not being underwritten.
The Placing is conditional, inter alia, upon the following:
- The placing agreement entered into by the Company with Liberum and Peel Hunt (the “Placing Agreement”) becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms;
- The Joint Bookrunners having received legally binding commitments from Placees to subscribe for all of the Placing Shares;
- The publication of the results of the Placing via a regulatory information service by no later than 9 December 2020 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and
- Admission of the Placing Shares occurring by no later than 08.00 a.m. on 15 December 2020 (or such later times and/or dates as may be agreed between the Company and Joint Bookrunners)
If any of the conditions are not satisfied or waived, the Placing Shares will not be issued and all monies received from participants in the Placing (“Placees”) will be returned to them (at the Placees’ risk and without interest) as soon as possible.
The Placing Agreement contains customary warranties given by the Company to the Joint Bookrunners as to matters relating to the Company and its business and a customary indemnity from the Company to the Joint Bookrunners in respect of liabilities arising out of or in connection with the Placing. The Placing Agreement also contains customary rights of termination which could enable the Joint Bookrunners to terminate the Placing prior to Admission in certain limited circumstances. Further information on the Placing Agreement is set out in the Appendix to this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which 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 the 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 (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.
Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to 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.
Expected timetable of events
|Announcement of the Placing||9 December 2020|
|Announcement of the closing of the Placing||9 December 2020|
|Admission of the Placing Shares to trading on AIM||15 December 2020|
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE “ANNOUNCEMENT”) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) COMES ARE REQUIRED BY THE COMPANY, LIBERUM AND PEEL HUNT TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA“) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF EU REGULATION 2017/1129 (AS AMENDED OR SUPERSEDED) (THE “PROSPECTUS REGULATION“) (“QUALIFIED INVESTORS“), (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONALS” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER“), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) (A) to (D) OF THE ORDER AND (II) ARE “QUALIFIED INVESTORS” AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (“FSMA“), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A “RELEVANT PERSON“). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States or any other Restricted Jurisdiction (as defined below) or any jurisdiction where such offer or solicitation is unlawful.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa (each a “Restricted Jurisdiction”) or any jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Peel Hunt or Liberum) or any of their respective Affiliates or any of their respective agents, directors, officers or employees (collectively “Representatives”) which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, 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 such action. Persons into whose possession this Announcement comes are required by the Company, Peel Hunt and Liberum to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (“FSMA”) does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. 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 or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Jurusdiction or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Jurisdiction.
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 either of Peel Hunt or Liberum or any their respective Affiliates or Representatives 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 party or its advisers, and any liability therefore is expressly disclaimed.
Each of Peel Hunt and Liberum is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
None of the Company or Peel Hunt or Liberum or any of its or their respective Affiliates or Representatives makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
In this Appendix, unless the context otherwise requires, “Placee” means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges 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;
- in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) 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 Member State of the European Economic Area other than Qualified Investors or in circumstances in which the prior consent of Liberum or Peel Hunt has been given to the offer or resale; or (ii) 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 Prospectus Regulation as having been made to such persons;
- (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States; (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S; or (c) it is otherwise acquiring the Placing Shares in an “offshore transaction” meeting the requirements of Regulation S under the Securities Act;
- 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 and agreements contained in this Announcement; and
- it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.
The Company, Liberum and Peel Hunt will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
Details of the Placing
Liberum and Peel Hunt have entered into the Placing Agreement with the Company under which, subject to the conditions set out in that agreement, each of Liberum and Peel Hunt will agree to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.
The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following Admission.
1.1.1 Application for admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares (“Admission“) to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 15 December 2020.
1.1.2 Participation in and principal terms of, the Placing
Liberum and Peel Hunt are arranging the Placing as agents for and on behalf of the Company. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Liberum or Peel Hunt.
The number of Placing Shares to be allocated will be agreed between Liberum, Peel Hunt and the Company following completion of a bookbuilding exercise by Liberum and Peel Hunt (the “Bookbuild“). The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
Liberum and Peel Hunt will determine in their absolute discretion the extent of each Placee’s participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally or in writing by Liberum or Peel Hunt as agents of the Company (“Confirmation“). No element of the Placing will be underwritten. Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) 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 (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company’s articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee’s irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be acquired by that Placee regardless of the total number of Placing Shares (if any) acquired by any other investor(s).
Liberum and/or Peel Hunt reserve the right to scale back the number of Placing Shares to be acquired by any Placee in the event of an oversubscription under the Placing. Liberum and/or Peel Hunt also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to Liberum and/or Peel Hunt (as the case may be) the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee’s obligation to acquire and pay for Placing Shares under the Placing will be owed to Liberum or Peel Hunt (as the case may be). Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Liberum or Peel Hunt (as the case may be), to pay to the relevant Joint Bookrunner (or as they 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. Each Placee will be deemed to have read and understood the Appendix in its entirety, to the participating in the Placing upon the terms and conditions contained in the Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendix. To the fullest extent permitted by law and applicable FCA rules (the “FCA Rules“), none of (i) Liberum, (ii) Peel Hunt, (iii) any of their respective directors, partners, officers, employees or consultants, or (iv) to the extent not contained within (i), (ii) or (iii), any person connected with either Liberum or Peel Hunt as defined in the FCA Rules ((i), (ii) and (iii) being together “affiliates” and individually an “affiliate”), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee’s participation in the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under ‘Registration and Settlement’.
Completion of the Placing will be subject to the 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 Agreement’. In the event that the Placing Agreement is not entered into or does not otherwise become unconditional in any respect or, after having been entered into, is terminated, the Placing will not proceed and all funds delivered by the Placee to the relevant Joint Bookrunner in respect of the Placee’s participation will be returned to the Placee at the Placee’s risk without interest.
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 will not otherwise be capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix.
To the fullest extent permissible by law, neither the Company, Liberum, Peel Hunt nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Liberum, Peel Hunt nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of either Joint Bookrunner’s conduct of the Bookbuild or of such alternative method of effecting the Placing as Liberum, Peel Hunt and the Company may agree.
Conditions of the Placing
The obligations of Liberum and Peel Hunt under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
- a) the Company having complied with all of its obligations under the Placing Agreement or under the terms or conditions of the Placing (to the extent that such obligations fall to be performed prior to Admission);
- b) there having been no material adverse change which could, in the opinion of Liberum and/or Peel Hunt (acting in good faith), materially and adversely affect the Placing or dealings in the Ordinary Shares immediately following Admission;
- c) none of the warranties in the Placing Agreement being untrue, inaccurate or misleading at the date of the Placing Agreement or ceasing to be true and accurate or having become misleading at any time following the date of the Placing Agreement;
- e) the Placing Shares having been allotted and issued to Placees, subject only to Admission;
- f) Admission having occurred not later than 8.00 a.m. on 15 December 2020 or such later date as the Company, Liberum and Peel Hunt may agree, but in any event not later than 8.00 a.m. on 22 December 2020.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Liberum and Peel Hunt by the relevant time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Liberum and Peel Hunt, at their discretion and upon such terms as they think fit, may waive compliance by the Company with the whole or any part of any of the Company’s obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.
None of Liberum, Peel Hunt, the Company nor any other person 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 they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they 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 Liberum and Peel Hunt.
1.1.3 Termination of the Placing Agreement
Liberum and/or Peel Hunt are entitled at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice in writing to the Company if, amongst other things:
- a) in the sole judgement of Liberum or Peel Hunt acting in good faith there has been a material breach by the Company of any of its obligations under the Placing Agreement or any law in respect of the Placing, or there has been a breach of or there has taken place or arisen an event rendering untrue or incorrect in any respect any of the warranties given in the Placing Agreement; or
- b) any statement contained in the placing documents (the “Placing Documents“) issued in connection with the Placing was untrue, inaccurate, incorrect or misleading at the date thereof or has become untrue, incorrect or misleading or any matter has arisen which would, if the Placing were made at that time, constitute an omission therefrom; or
- c) any of the warranties given by the Company in the Placing Agreement has, in the sole judgement of Liberum or Peel Hunt acting in good faith, become untrue, inaccurate or misleading in any respect; or
- d) in the sole judgement of Liberum or Peel Hunt acting in good faith there shall have occurred a material adverse change since the date of the Placing Agreement; or
- e) certain force majeure events occur.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Liberum or Peel Hunt (as the case may be) of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Liberum or Peel Hunt and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
1.1.4 No prospectus
No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees’ commitments will be made solely on the basis of the information contained in this Announcement (including the Appendix) released by the Company today, and subject to any further terms set forth in the trade confirmation to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Liberum, Peel Hunt or any other person and none of Liberum, Peel Hunt nor the Company nor any other person will be liable for any Placee’s decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
1.1.5 Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Liberum and/or Peel Hunt, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Participation in the Placing is only available to persons who are invited to participate in it by Liberum or Peel Hunt.
To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Joint Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to below.
The Bookbuild is expected to close no later than 13.30 (London time) on 9 December 2020 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
A Placee’s commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with Liberum or Peel Hunt. Such agreement will constitute a legally binding commitment on such Placee’s part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in the Appendix and subject to the Company’s Articles of Association.
Liberum and Peel Hunt will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine. Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the relevant Joint Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner. Settlement should be through either: Liberum against CREST ID: 7BUAG or Peel Hunt against CREST ID: 871. For the avoidance of doubt, Placing allocations will be booked with a trade date of 9 December 2020 and settlement date of 15 December 2020. Settlement will take place on a delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account operated by the relevant Joint Bookrunner as agent for the Company and the relevant Joint Bookrunner will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Liberum and/or Peel Hunt.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company 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 or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade 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 UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
1.1.6 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 the case may be) the following:
- represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
- acknowledges that it has received this Announcement solely for its use and has not redistributed or duplicated it;
- acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
- acknowledges that its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after Admission;
- acknowledges that the Ordinary Shares in the capital of the Company 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 (collectively, the “Exchange Information“), which includes a description of the nature of the Company’s business and the Company’s most recent balance sheet and profit and loss account and that it is able to obtain or access such 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;
- acknowledges that neither Liberum, Peel Hunt nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Liberum, Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
- acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Liberum, Peel Hunt nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Liberum, Peel Hunt or the Company or their respective affiliates and neither Liberum, Peel Hunt nor the Company nor their respective affiliates will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
- represents and warrants that it has neither received nor relied on any inside information (as defined in the Market Abuse Regulation) concerning the Company in accepting this invitation to participate in the Placing;
- acknowledges that neither Liberum, Peel Hunt nor any person acting on their behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
- represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the “Regulations“) and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
- if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents and warrants that the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area other than to qualified investors, or in circumstances in which the prior consent of Liberum and/or Peel Hunt has been given to the proposed offer or resale;
- represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
- represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area 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 any member state of the European Economic Area within the meaning of the Prospectus Regulation;
- represents and warrants that 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;
- represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
- if within the United Kingdom, represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended, is a qualified investor as defined in Section 86 of FMSA or is a person to whom this Announcement may otherwise be lawfully communicated;
- acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation and represents and agrees that, if in the European Economic Area, it is such a qualified investor;
- represents and warrants that it and any person acting on its behalf is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription for Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise.
- acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Australian, Canadian, Japanese, New Zealand or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or their respective territories and possessions, except subject to limited exemptions;
- warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Liberum, Peel Hunt, the Company or any of their respective directors, partners, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;
- acknowledges and agrees that its subscription for Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscriptions; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;
- undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Liberum and/or Peel Hunt may in their discretion determine and without liability to such Placee;
- acknowledges that neither Liberum, Peel Hunt nor any of their affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Liberum or Peel Hunt for the purposes of the Placing and that Liberum and Peel Hunt have no duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
- undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Liberum, Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company, Liberum and Peel Hunt in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
- 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 agreements 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 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, Liberum or Peel Hunt 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;
- acknowledges that Liberum, Peel Hunt and their affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Liberum and Peel Hunt to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
- agrees to indemnify on an after tax basis and hold the Company, Liberum and Peel Hunt 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 in the Appendix and further agrees that the provisions of the Appendix shall survive after completion of the Placing;
- represents and warrants that it will acquire any Placing Shares acquired by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
- acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the relevant trade confirmation will continue notwithstanding any amendment that may in future be made to the terms 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 conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company, Liberum and Peel Hunt. The agreement to settle a Placee’s subscription (and/or the subscription by a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be transferred to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and none of the Company, Liberum nor Peel Hunt 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 notify Liberum and/or Peel Hunt accordingly;
- understands that no action has been or will be taken by any of the Company, Liberum, Peel Hunt or any person acting on behalf of the Company, Liberum or Peel Hunt that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
- in making any decision to acquire the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of purchasing the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
- represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription for Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Liberum or Peel Hunt;
- understands and agrees that it may not rely on any investigation that Liberum, Peel Hunt or any person acting on its behalf may or may not have conducted with respect to the Company, or the Placing and neither Liberum nor Peel Hunt has made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Liberum or Peel Hunt for the purposes of this Placing;
- accordingly it acknowledges and agrees that it will not hold Liberum, Peel Hunt or any of their affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the “Information“) and that neither Liberum, Peel Hunt nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
- understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly, may not be offered or sold or otherwise transferred in the United States except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and, in connection with any such transfer, the Company shall be provided, as a condition to transfer, with a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required and with appropriate certifications by the transferee as to appropriate matters;
- if Placees are purchasing the Placing Shares outside the United States, each Placee (and any person acting on such Placee’s behalf) agrees, represents and warrants as follows:
- it is aware that the Placing Shares are being offered outside the United States in reliance on Regulation S promulgated under the Securities Act; and
- it is, at the time of the offer and acceptance of the Placing Shares, outside the United States for the purposes of Regulation S;
- it did not purchase or otherwise acquire the Placing Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States; and/or
- it is otherwise acquiring the Placing Shares in an “offshore transaction” as defined in and in accordance with Regulation S under the Securities Act.
The foregoing representations, warranties and confirmations are given for the benefit of each of the Company, Liberum and Peel Hunt.
In addition, Placees should note that they 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) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Liberum, Peel Hunt or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Liberum or Peel Hunt, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from either Liberum or Peel Hunt money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of Liberum or Peel Hunt, as the case may be.
All times and dates in this Announcement may be subject to amendment. Liberum or Peel Hunt shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.