TIDMQFI
RNS Number : 2803M
Quadrise Fuels International PLC
12 October 2016
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR
ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL ("PROHIBITED JURISDICTION").
12 October 2016
Quadrise Fuels International plc
("Quadrise", "QFI", the "Company" and together with its
subsidiaries the "Group")
Proposed Placing and Proposed Open Offer
Quadrise Fuels International plc (AIM: QFI), is the emerging
supplier of MSAR(R) emulsion technology and fuel, enabling a
low-cost alternative to heavy fuel oil (one of the world's largest
fuel markets, comprising over 450 million tonnes per annum) in the
global shipping, refining, power generation markets.
The Company is pleased to announce a proposed fundraising,
through the issue of new ordinary shares of 1 pence each in the
capital of the Company ("Placing Shares" or "New Ordinary Shares")
at 10 pence per share, to raise approximately GBP4.0 million (the
"Placing") and a proposed open offer ("Open Offer") of further new
ordinary shares of 1 pence each in the capital of the Company
("Open Offer Shares") to QFI's existing shareholders
("Shareholders") in order to raise up to an additional GBP1.0
million.
Details of the Placing and Open Offer
-- Quadrise intends to raise approximately GBP4.0 million
pursuant to the Placing at a price of 10 pence per Placing Share
(the "Issue Price").
-- The Placing is being conducted, subject to the satisfaction
of certain conditions, by way of an accelerated bookbuild
("Bookbuild") on the Company's behalf by the Company's sole
bookrunner, Peel Hunt LLP ("Peel Hunt").
-- The Bookbuild will open with immediate effect following this
announcement. The books are expected to close no later than 3.00
p.m. (London time) today, although the timing of the closing of the
Bookbuild, the issue price of the Placing Shares, the final size of
the Placing, and allocations are at the discretion of the Company
and Peel Hunt. A further announcement will be made following
closing of the placing book confirming the final size of the
Placing.
-- The Issue Price represents a discount of approximately 14.0
per cent. to the closing price per existing ordinary share
("Existing Ordinary Shares") of 11.625 pence on 11 October 2016,
being the last practicable date before this announcement.
-- The Placing Shares are expected to include certain New
Ordinary Shares subscribed for directly with the Company.
-- Certain directors and officers of the Company have indicated
an intention to invest GBP200,000 in aggregate as part of the
Placing.
-- Following completion of the Placing, the Company intends to
make an Open Offer to raise up to, approximately, a further GBP1.0
million in order to enable existing qualifying shareholders of QFI
("Qualifying Shareholders") to be able to participate in the
fundraising on the same terms.
-- Further details of the Placing and the terms and conditions
relating to the Placing are set out in the Appendix to this
announcement (which forms part of this announcement) (together the
"Announcement").
-- The Company today separately announces its full year results
for the 12 months to 30 June 2016.
Full details of the non-underwritten Open Offer, to be
undertaken at the Issue Price, will be included in a circular to be
posted to Shareholders shortly (the "Circular"). In order to
maximise the number of Open Offer Shares available to Qualifying
Shareholders, each of the Directors of Quadrise will undertake not
to take up their entitlements under the Open Offer.
A further announcement in respect of the Open Offer and
availability of the Circular is expected to be made on or around 14
October 2016.
Mike Kirk, Executive Chairman of Quadrise, said:
"2016 has been a year of substantive development for Quadrise,
with significant operational progress made in our key projects in
the marine and power sectors through the year. Our strategic
decision to further capitalise the business will support our
continued development and our planned transition into commercial
operations in 2017. I am excited about the year ahead and have
great confidence in our skilled management team to navigate the
business through the commercial roll-out."
This Announcement is inside information for the purposes of
article 7 of Regulation 596/2014. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain.
For further information, please refer to the Company's website
at www.quadrisefuels.com or contact:
Quadrise Fuels International Plc
+44 (0)20 7031
Mike Kirk, Executive Chairman 7321
Hemant Thanawala, Finance Director
Jason Miles, Chief Operating Officer
Nominated Adviser
Smith & Williamson Corporate Finance
Limited
+44 (0)20 7131
Dr Azhic Basirov 4000
Ben Jeynes
Katy Birkin
Broker
Peel Hunt LLP
Corporate +44 (0)20 7418
Richard Crichton 8900
Ross Allister
Chris Burrows
ECM Syndicate
Sohail Akbar
Al Rae
Public & Investor Relations
FTI Consulting
+44 (0)20 3727
Ben Brewerton 1000
1. Introduction
The Company has announced today that it is proposing to raise
approximately GBP4.0 million through a Placing with institutional
and other investors at the Issue Price of 10 pence per share.
The Placing is conditional, inter alia, on the admission of the
Placing Shares to trading on AIM ("Admission") becoming effective
by no later than 8.00 a.m. on 18 October 2016 and the placing and
open offer agreement ("Placing and Open Offer Agreement") between
the Company, Peel Hunt and Smith & Williamson Corporate Finance
Limited ("Smith & Williamson") becoming unconditional and not
being terminated prior to Admission (in accordance with its terms).
It is expected that Admission will occur on or around 8.00 a.m. on
18 October 2016.
The purpose of this Announcement is, inter alia, to provide you
with information about the background to and the rationale for the
Placing and to explain why the Board considers the Placing and Open
Offer to be in the best interests of the Company and the
Shareholders as a whole.
2. Background to the Placing and Open Offer
As stated in the Company's end of year update announced on 5
July 2016, the Company has continued to make excellent progress in
relation to its marine project and, in the Kingdom of Saudi Arabia,
significant engagement with our clients on the production to
combustion pilot programme which led to the execution of a
memorandum of understanding on 10 August 2016. Notwithstanding this
continued positive operational progress, the timescales of our
major trial projects have extended beyond those anticipated when
the Company last raised equity funds in March 2014.
As a result, the board of directors of the Company (the "Board")
believes it is appropriate to raise additional funds by way of the
Placing and Open Offer. The net funds raised through the Placing
are expected to fund development of the Company's current key
projects to enable the migration to commercial operations and
generation of net positive cash flow from those projects. In
addition to this continued core project funding, the Board believes
that it is prudent to ensure that the Company has a resilient
capital base as it enters the commercial phase of its development
and the negotiation of contracts with both current and prospective
clients.
Given the longstanding support of Shareholders, including a
large number of private shareholders, the Company will also be
giving Shareholders the opportunity to participate in this issue of
new equity via an Open Offer to Qualifying Shareholders to raise up
to GBP1.0 million at the Issue Price.
Any additional net proceeds from the Open Offer will be used to
strengthen the Group's balance sheet and to meet any additional
capital expenditure and general working capital requirements of the
Group.
3. Details of the Placing and Open Offer
The Company proposes to raise approximately GBP4.0 million
pursuant to the Placing of New Ordinary Shares with institutional
and other investors at the Issue Price of 10 pence per Placing
Share.
The Placing is being conducted by way of a Bookbuild led by Peel
Hunt as sole bookrunner to the Placing. Details of the number of
Placing Shares conditionally placed with institutional and other
investors pursuant to the Placing and gross proceeds will be
announced as soon as practicable after the close of the Bookbuild
process.
The Bookbuild will open with immediate effect. The books are
expected to close no later than 3.00 p.m. (London time) today.
However, the precise timing of the closing of the books and the
making of allocations may be accelerated or delayed at Peel Hunt's
sole discretion. The Appendix to this Announcement contains the
detailed terms and conditions of the Bookbuild. The Placing is not
being underwritten.
The Issue Price of 10 pence per Placing Share represents a
discount of 14.0 per cent. to the closing mid-market price of
11.625 pence on 11 October 2016, being the last business day prior
to the publication of this Announcement.
In connection with the Placing, the Company has entered into the
Placing and Open Offer Agreement on customary terms and conditions,
pursuant to which Peel Hunt has agreed to use its reasonable
endeavours, as agents on behalf of the Company, to procure placees
for the Placing Shares at the Issue Price and has agreed to
conditionally place the Placing Shares with certain investors. The
Placing is conditional on, inter alia, the Placing and Open Offer
Agreement becoming unconditional in all respects, and not having
been terminated in accordance with its terms and on Admission of
the Placing Shares taking place.
The Placing is not being underwritten by Peel Hunt, Smith &
Williamson or any other party.
Application will be made to the London Stock Exchange plc
("LSE") for the Placing Shares to be admitted to trading on AIM.
The Placing Shares will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect
of the Existing Ordinary Shares following Admission. It is expected
Admission will become effective, and that dealings of the Placing
Shares on AIM will commence, at 8.00 a.m. on 18 October 2016.
In addition, following completion of the Placing, the Company
intends to offer Qualifying Shareholders an opportunity to acquire
Open Offer Shares at the Issue Price on a pro rata basis to their
current holdings with the option to apply for additional shares
through an excess application facility. The Open Offer will not be
underwritten and the amount of funds raised pursuant to it will be
limited to less than EUR5 million in aggregate, so as to fall
within an exemption from the requirement to publish a prospectus. A
further announcement shall be made in due course.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix to this Announcement.
4. Current Trading and Outlook
Both the marine and power programmes have reached defining
stages. At Compañia Española De Petróleos S.A.U. ("CESPA"), we now
have a commercial-scale MSAR(R) Manufacturing Unit producing
MSAR(R) for use in an A.P. Moller-Mærsk A/S nominated vessel whilst
steaming on its normal scheduled route. The trial has progressed
well to date and we expect further substantial progress towards the
required 4,000 hours for the LONO (Letter of No Objection) element
to be made during the remainder of 2016 and the first half of 2017.
The facility at CEPSA also provides QFI with a commercial facility
built to permanent standards that it is able to showcase to
potential clients. In the Kingdom of Saudi Arabia we are working
hard with all key participants to progress the planned production
to combustion trial and our experience at CEPSA is proving to be
invaluable in demonstrating our capabilities and our experience in
moving from design studies to a producing facility within tight
timescales in an operating refinery.
We believe that the successful completion of the current trials
are the last remaining steps to being able to develop substantial
commercial markets, subject to the negotiation of suitable
contracts, for the production and sale of MSAR(R) and we are
working hard to maximise the opportunity that this will provide.
Whilst there remain challenges, we believe that MSAR(R) provides a
compelling economic and environmental offer to both producers and
consumers and that this will drive market uptake during 2017 and
beyond.
An updated version of the Company's investor presentation will
shortly be available on the Quadrise website at
www.quadrisefuels.com.
IMPORTANT NOTICE
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
Announcement.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended) ("FSMA").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America
("United States" or "US"). This Announcement is not an offer of
securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
This Announcement is not for release, publication or
distribution, directly or indirectly, in or into a Prohibited
Jurisdiction. This Announcement and the information contained
herein are not for release, publication or distribution, directly
or indirectly, to persons in a Prohibited Jurisdiction unless
permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction. This Announcement has been
issued by and is the sole responsibility of the Company.
Peel Hunt is acting solely as broker and Smith & Williamson
is acting as nominated adviser for the Company and no one else in
connection with the Placing and Open Offer and neither Peel Hunt
nor Smith & Williamson will regard any other person (whether or
not a recipient of this Announcement) as its client in relation to
the Placing and Open Offer nor will it be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Placing and
Open Offer. Apart from the responsibilities and liabilities, if
any, which may be imposed on Peel Hunt or Smith & Williamson by
FSMA or the regulatory regime established thereunder, neither Peel
Hunt nor Smith & Williamson accepts any responsibility
whatsoever, and makes no representation or warranty, express or
implied, for the contents of this Announcement including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the
contents of this Announcement respect, whether as to the past or
the future. Peel Hunt and Smith & Williamson accordingly
disclaim all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above), which it might
otherwise have in respect of the Placing and Open Offer or contents
of this Announcement or any such statement.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION IN
IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM A PROHIBITED JURISDICTION.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS
FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS
DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMED BY DIRECTIVE
2010/73/EC)) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE
MEASURE IN ANY 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 AND
ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; AND (III) ARE PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN
THE UNITED STATES. NEITHER THE U.S. SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED
OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS
OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE IN THE UNITED STATES.
EACH PLACEE (BEING THE PERSON PROCURED BY PEEL HUNT TO SUBSCRIBE
FOR PLACING SHARES) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF ANY INVESTMENT IN
PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), 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. In particular, each such Placee represents, warrants and
acknowledges to Peel Hunt, Smith & Williamson and the Company
that:
1. 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
2. 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, (a) 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 (the "EEA") which has
implemented the Prospectus Directive other than Qualified Investors
or in circumstances in which the prior consent of Peel Hunt has
been given to the offer or resale; or (b) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons.
The Company, Peel Hunt and Smith & Williamson will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings. Neither Peel Hunt
nor Smith & Williamson makes any representation to any Placees
regarding an investment in the Placing Shares referred to in this
Announcement (including this Appendix).
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unauthorised or unlawful and any failure to comply with these
restrictions may constitute a violation of applicable securities
laws in such jurisdiction. This Announcement and the information
contained herein is not for publication or distribution, directly
or indirectly, to persons in a Prohibited Jurisdiction. Persons
(including, without limitation, custodians, nominees and trustees)
into whose possession this Announcement and this Appendix may come
are required by the Company to inform themselves about and to
observe any restrictions of transfer of this Announcement. No
public offer of securities of the Company is being made in the
United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any laws of or with any securities regulatory
authority of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. No public offering of the
Placing Shares or any other securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited pursuant to this
Announcement, the Placing, or the Bookbuild and, if sent in
response to the information contained in the Announcement, will not
be accepted. This Announcement is not an offer of securities for
sale into the United States. The Placing Shares are being offered
and sold outside the United States in accordance with Regulation S
under the Securities Act. Any offering to be made in the United
States will be made to a limited number of QIBs pursuant to an
exemption from, or in a transaction not subject to, registration
under the Securities Act or in a transaction not involving any
public offering.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; 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 a Prohibited Jurisdiction. 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 a Prohibited Jurisdiction.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
Terms defined elsewhere in this Announcement have the same
meaning in this Appendix, unless the context requires
otherwise.
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing and Open Offer. It
is possible that some of these dates may be changed. The expected
date for Admission is 18 October 2016 and, in any event, the latest
date for Admission is 31 October 2016 (the "Long Stop Date").
The Placing
Peel Hunt and Smith & Williamson have entered into the
Placing and Open Offer Agreement with the Company under which Peel
Hunt has undertaken to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price being 10
pence per Placing Share and Smith & Williamson has agreed to
provide certain advisory services in connection with the Placing,
Open Offer and Admission, in each case on the terms and subject to
the conditions set out therein. As part of the arrangements for the
Bookbuild, the Company itself intends to procure certain
subscribers for certain additional New Ordinary Shares. To the
extent Peel Hunt does not procure subscribers for Placing Shares as
required, including those Placees procured by the Company, Peel
Hunt will not itself subscribe for such shares.
Peel Hunt will today commence the Bookbuild in respect of the
Placing to determine demand for participation in the Placing by
Placees at the Issue Price. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the
Placing. The number of Placing Shares will be determined following
completion of the Bookbuild as set out in this Announcement and the
Placing and Open Offer Agreement. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Peel Hunt and the Company shall be entitled to effect the
Placing by such alternative method to the Bookbuild as it may, in
its sole discretion, determine.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares , including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Existing Ordinary Shares after the date of issue of the Placing
Shares.
Peel Hunt and the Company reserve the right to scale back the
number of Placing Shares to be allotted to any Placee in the event
of an oversubscription under the Placing. Peel Hunt and the Company
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 Peel Hunt, on the
Company's behalf, an amount equal to the product of the Issue Price
and the number of Placing Shares that such Placee is required to be
allotted in accordance with the terms set out in or referred to in
this Appendix. Each Placee's obligation to be allotted and pay for
Placing Shares under the Placing will be owed to each of the
Company and Peel Hunt. Each Placee will be deemed to have read this
Appendix in its entirety.
None of Peel Hunt, Smith & Williamson or any shareholder,
director, officer, employee or agent of Peel Hunt or Smith &
Williamson or any of their group companies will have any liability
(subject to applicable legislation and regulations) to Placees or
to any person other than the Company in respect of the Placing and
Open Offer.
Application for Admission to Trading on AIM
Application will be made to the LSE for the Placing Shares to be
admitted to trading on AIM. It is expected that Admission will take
place at 8.00 am on 18 October 2016 (or such later date as may be
agreed between the Company, Peel Hunt and Smith & Williamson,
provided that such date is no later than the Long Stop Date).
Participation in, and principal terms of, the Placing
Participation in the Placing is only available to persons who
may lawfully be, and are, invited to participate in it by Peel
Hunt.
1. Peel Hunt is arranging the Placing as bookrunner and agent of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Peel Hunt. Peel Hunt and its respective affiliates are entitled to
enter bids in the Bookbuild as principal.
3. The completion of the Bookbuild will be determined by Peel
Hunt in its absolute discretion and shall then be announced on a
Regulatory Information Service as soon as is practicable following
the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Peel Hunt. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Issue Price,
being 10 pence per Placing Share. Bids may be scaled down by Peel
Hunt on the basis referred to paragraph 8 below.
5. The Bookbuild is expected to close no later than 3.00 pm on
12 October 2016 but may be closed earlier or later at the
discretion of Peel Hunt. Peel Hunt may, in agreement with the
Company accept bids that are received after the Bookbuild has
closed. The Company reserves the right to reduce or seek to
increase the amount to be raised pursuant to the Placing, in its
absolute discretion. The final allocations of the Placing Shares
(including as to the identity of the Placees and the number of
shares allocated to each Placee at the Issue Price) shall be
determined by Peel Hunt in its absolute discretion.
6. Each Placee's allocation will be confirmed to Placees orally,
or by email, by Peel Hunt following the close of the Bookbuild and
a trade confirmation or contract note will be dispatched as soon as
possible thereafter (the "Contract Note"). The terms of this
Appendix will be deemed incorporated into the Contract Note. Peel
Hunt's oral or emailed confirmation to such Placee will constitute
an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Peel Hunt and the
Company, under which it agrees to subscribe for the number of
Placing Shares allocated to it at the Issue Price on the terms and
conditions set out in this Appendix (which are deemed to be
incorporated in such trade confirmation or contract note) and in
accordance with the Company's articles of association ("Articles of
Association").
7. The Company will make a further announcement following the
close of the Bookbuild detailing the number of Placing Shares to be
issued.
8. Subject to paragraphs 3 and 4 above, Peel Hunt may choose to
accept bids, either in whole or in part, on the basis of
allocations determined at their discretion (in agreement with the
Company) and may scale down any bids for this purpose on such basis
as it may determine. Peel Hunt may also, notwithstanding paragraphs
3 and 4 above, but subject to the prior consent of the Company: (i)
allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time; and (ii) allocate
Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The Company and Peel Hunt acting
together reserve the right not to accept bids or to accept bids in
part rather than in whole.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with Peel
Hunt's consent, will not be capable of variation or revocation
after the time at which it is submitted. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, to pay
Peel Hunt (or as Peel Hunt may direct) in cleared funds an amount
equal to the product of the Issue Price and the number of Placing
Shares for which such Placee has agreed to subscribe. Each Placee's
obligations will be owed to Peel Hunt.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Settlement".
11. All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions to the Placing" and to the Placing not being terminated
on the basis referred to below under "Conditions to the
Placing".
12. By participating in the Bookbuild, each Placee agrees 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.
13. To the fullest extent permissible by law and the applicable
rules of AIM, none of Peel Hunt, Smith & Williamson or any of
their respective affiliates shall have any liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise whether or not a recipient of these terms and conditions)
in respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and neither Peel Hunt nor Smith & Williamson
shall have any liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, none of Peel
Hunt, Smith & Williamson nor any of its affiliates shall have
any liability (including to the extent permissible by law, any
fiduciary duties) in respect of Peel Hunt's conduct of the
Bookbuild or of such alternative method of effecting the Placing as
Peel Hunt and the Company may agree.
14. In making an investment decision, Placees must rely on their
own examination of the Company and its prospects and the terms of
the Placing, including the merit and risks involved in investing in
the Placing Shares.
15. Settlement will occur on a date to be advised but expected
to be on or around 18 October 2016 ("Closing Date").
All such times and dates will be subject to amendment at Peel
Hunt's discretion, except that in no circumstances will the date
scheduled for Admission be later than the Long Stop Date.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or in any
other jurisdiction. No offering document or prospectus has been or
will be submitted to be approved by the Financial Conduct
Authority, the LSE or any other regulatory body in relation to the
Placing and Placees' commitments in respect of Placing Shares will
be made solely on the basis of the information contained in this
Announcement and the terms and conditions contained in this
Appendix.
Settlement
Settlement of transactions in the Placing Shares will take place
INSIDE the CREST system.
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within the CREST system administered by Euroclear UK and Ireland
Limited ("CREST").
The Company will procure the delivery of the Placing Shares to
CREST accounts operated by Peel Hunt for the Company and Peel Hunt
will enter its delivery (DEL) instructions into the CREST system.
The input to CREST by each Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares
to that Placee against payment.
The Company reserves the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to any Placee
in any form it requires if, in Peel Hunt's opinion, delivery or
settlement is not possible or practicable within CREST or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing may be sent a
conditional trade confirmation stating the number of Placing
Shares, the Issue Price and the subscription amount payable to be
allocated to it and will be required to provide Peel Hunt with
funds sufficient to purchase such securities prior to the Closing
Date.
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.
It is expected that settlement will take place on or about 18
October 2016 in CREST on a T+4 basis in accordance with the
instructions set out in the conditional trade confirmation.
Settlement will be through Peel Hunt against CREST ID: 871.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
conditional trade confirmation(s) stating the number of Placing
Shares to be allocated to it at the Issue Price 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 applicable registration and settlement procedures, including if
applicable, CREST rules and regulations and settlement instructions
that it has in place with Peel Hunt.
If the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the conditional trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Trade date: 12 October 2016
Settlement date: 18 October 2016 (Electronic)
ISIN code for the Placing Shares: GB00B11DDB67
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued into CREST to, or to
the nominee of, a Placee who holds those shares beneficially (and
not as agent or nominee for any other person) within the CREST
system and registered in the name of such Placee or such Placee's
nominee provided that the Placing Shares are not issued to a person
whose business is or includes issuing depositary receipts or the
provision of clearance services or to an agent or nominee for any
such person.
The agreement to settle a Placee's subscription (and/or the
subscription of 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 a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Peel Hunt will be responsible, and the Placee to whom (or on behalf
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 UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Peel Hunt in
the event that the Company or Peel Hunt has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Peel
Hunt accordingly.
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
UK 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.
Placing and Open Offer Agreement
Peel Hunt and Smith & Williamson have each entered into the
Placing and Open Offer Agreement with the Company today under which
Peel Hunt has agreed on a conditional basis to use its reasonable
endeavours as agent of the Company to procure Placees at the Issue
Price for the Placing Shares (excluding certain New Ordinary Shares
for which the Company has agreed to procure subscribers itself) and
under which Smith & Williamson has agreed to provide certain
services in connection with the Placing and Admission.
Conditions to the Placing
The Placing is conditional on, among other things:
1. the Company having complied in all material respects with its
obligations and satisfying all conditions to be satisfied by them
under the Placing and Open Offer Agreement or the terms of this
Appendix which fall to be performed or satisfied on or prior to
Admission;
2. the Placing and Open Offer Agreement not being terminated in
accordance with its terms by Peel Hunt or Smith &
Williamson;
3. Admission taking place by the relevant time and date to be stated in the Announcement; and
4. the Placing and Open Offer Agreement becoming unconditional in all other respects.
If:
-- any of the conditions contained in the Placing and Open Offer
Agreement in relation to the Placing Shares are not fulfilled or
waived (if capable of being waived) by Peel Hunt and Smith &
Williamson by the respective time or date where specified (or such
later time or date as the Company, Peel Hunt and Smith &
Williamson may agree);
-- any of such conditions becomes incapable of being fulfilled; or
-- the Placing and Open Offer Agreement is terminated in the circumstances specified below,
the Placing in relation to the Placing Shares will lapse 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.
Peel Hunt and Smith & Williamson may, in their absolute
discretion, upon such terms as they think fit, waive compliance by
the Company with certain of the Company's obligations in relation
to the conditions in the Placing and Open Offer Agreement save that
the certain conditions including the condition relating to
Admission taking place may not be waived. Any such extension or
waiver will not affect the Placees' commitments as set out in this
Announcement.
Peel Hunt and Smith & Williamson each reserve the right to
waive or extend the time and or date for the fulfilment of any of
the conditions in the Placing and Open Offer Agreement to a time no
later than 8.00 a.m. on the Long Stop Date.
If any condition in the Placing and Open Offer Agreement is not
fulfilled or waived by Peel Hunt and Smith & Williamson by the
relevant time, the Placing will lapse and each Placee's rights and
obligations in respect of the Placing will cease and terminate at
such time.
None of the Company, Peel Hunt nor Smith & Williamson 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 it 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 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 the Company, Peel
Hunt and Smith & Williamson.
Termination
The Placing and Open Offer Agreement may be terminated by Peel
Hunt or Smith & Williamson at any time prior to Admission in
certain circumstances including, among other things, following a
material breach of the Placing and Open Offer Agreement by the
Company or the occurrence of certain force majeure events. The
exercise of any right of termination pursuant to the Placing and
Open Offer Agreement, any waiver of any condition in the Placing
and Open Offer Agreement and any decision by Peel Hunt or Smith
& Williamson whether or not to extend the time for satisfaction
of any condition in the Placing and Open Offer Agreement will be
within the absolute discretion of Peel Hunt and Smith &
Williamson. Following Admission, the Placing and Open Offer
Agreement is not capable of rescission or termination in respect of
the Placing.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and
will not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances. By participating in the
Placing, Placees agree that the exercise by Peel Hunt or Smith
& Williamson of any right of termination or other discretion
under the Placing and Open Offer Agreement shall be within the
absolute discretion of Peel Hunt and or Smith & Williamson, and
that neither of them need not make any reference to Placees and
that it shall have no liability to Placees whatsoever in connection
with any such exercise.
Offer personal
The offering of Placing Shares and the agreement arising from
acceptance of the Placing is personal to each Placee and does not
constitute an offering to any other person or to the public. A
Placee may not assign, transfer, or in any other manner, deal with
its rights or obligations under the agreement arising from the
acceptance of the Placing, without the prior written agreement of
Peel Hunt in accordance with all relevant legal requirements.
Payment default
A Placee's entitlement to receive any Placing Shares under the
Placing will be conditional on Peel Hunt's receipt of payment in
full for such Placing Shares by the relevant time to be stated in
the written confirmation referred to above, or by such later time
and date as Peel Hunt and the Company may in their absolute
discretion determine, and otherwise in accordance with that
confirmation's terms.
If any Placee fails to make such payment by the required time
for any Placing Shares:
(1) the Company may release itself, and (if at its absolute
discretion it decides to do so) will be released from, all
obligations it may have to allot and/or issue any such Placing
Shares to such Placee or at its direction which are then unallotted
and/or unissued;
(2) the Company may exercise all rights of lien, forfeiture and
set-off over and in respect of any such Placing Shares to the full
extent permitted under its Articles of Association or by law and to
the extent that such Placee then has any interest in or rights in
respect of any such shares;
(3) the Company or Peel Hunt may sell (and each of them is
irrevocably authorised by such Placee to do so) all or any of such
shares on such Placee's behalf and then retain from the proceeds,
for the account and benefit of the Company relating to (or where
applicable and in relation to (iii) below only, Peel Hunt): (i) any
amount up to the total amount due to it as, or in respect of,
allotment monies, or as interest on such monies, for any Placing
Shares, (ii) any amount required to cover any stamp duty or stamp
duty reserve tax arising on the sale, and (iii) any amount required
to cover dealing costs and/or commissions necessarily or reasonably
incurred by it in respect of such sale; and
(4) such Placee will remain liable to the Company and to Peel
Hunt for the full amount of any losses and of any costs which
either of them may suffer or incur as a result of it (i) not
receiving payment in full for such Placing Shares by the required
time, and/or (ii) the sale of any such Placing Shares to any other
person at whatever price and on whatever terms as are actually
obtained for such sale by or for it. Interest may be charged in
respect of payments not received by Peel Hunt for value by the
required time referred to above at the rate of two percentage
points above the base rate of Barclays Bank plc.
Placees' representations, warranties and undertakings to the
Company and Peel Hunt
By agreeing with Peel Hunt to be allotted Placing Shares under
the Placing and participating in the Bookbuild, each Placee (and
any person acting on a Placee's behalf) irrevocably acknowledges
and confirms and represents and warrants and undertakes to, and
agrees with, each of the Company, Peel Hunt (in its capacity as
placing agent) and Smith & Williamson (in its capacity as
nominated adviser) and each of their respective affiliates, in each
case as a fundamental term of such Placee's acceptance of its
Placing participation and of the Company's obligation to allot
and/or issue any Placing Shares to it or at its direction,
that:
(a) it has read the Announcement in full, including this
Appendix, and agrees to and accepts all the terms set out in the
Announcement, including this Appendix, and that its acquisition of
the Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained
therein;
(b) its rights and obligations in respect of the Placing will
terminate only in the circumstances referred to in this Appendix
and will not be subject to rescission or termination by it in any
circumstances;
(c) it accepts that the content of the Announcement is
exclusively the responsibility of the Company and that none of Peel
Hunt, Smith & Williamson or any person acting on its respective
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;
(d) 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 the 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 any Peel Hunt Person, any Smith & Williamson
Person or the Company or their respective directors, employees,
officers or agents or any other person and none of Peel Hunt, Smith
& Williamson nor the Company, including employees or agents nor
any person acting on behalf of any of Peel Hunt, Smith &
Williamson or the Company 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;
(e) it has relied on its own investigation of the business,
financial or other position of the Company in deciding to
participate in the Placing;
(f) it has not been, and will not be, given any warranty or
representation in relation to the Placing Shares or to the Company
or to any other member of its Group in connection with the Placing,
other than (i) as included in the Announcement by the person(s)
responsible for the Announcement, (ii) by the Company as included
in this document, and (iii) by the Company to the effect that (1)
the Announcement will comply with all relevant requirements of the
AIM Rules for Companies at the time of its publication and (2) at
the time that the Placee enters into a legally binding commitment
to be allotted Placing Shares pursuant to the Placing the Company
will not then be in breach of its obligations under the AIM Rules
for Companies or applicable law to disclose publicly in the correct
manner all such information as is required to be so disclosed by
the Company;
(g) it has not relied on any representation or warranty in
reaching its decision to be allotted Placing Shares under the
Placing, save as given or made by the Company as referred to in the
previous paragraph;
(h) it is not a client of Peel Hunt or Smith & Williamson in
relation to the Placing and neither Peel Hunt nor Smith &
Williamson is acting for it in connection with the Placing and will
not be responsible to it in respect of the Placing for providing
protections afforded to it or its clients under the rules of the
FCA (the "FCA Rules") or for advising it with regard to the Placing
Shares and neither Peel Hunt nor Smith & Williamson shall be
responsible to it or any other person for providing the protections
afforded to its customers whether under the FCA Rules or otherwise,
or for advising it or any other person in respect of or in
connection with such arrangements. In addition any payment by it
will not be treated as client money governed by the FCA Rules. It
agrees that neither Peel Hunt nor Smith & Williamson shall be
liable to it for any matter arising out of its role as placing
agent or otherwise in connection with the Placing and that, where
any such liability nevertheless arises as a matter of law, it will
immediately waive any claim against Peel Hunt and/or Smith &
Williamson which it may have in respect thereof;
(i) it (or any person acting on its behalf) will pay the full
allotment amount at the Issue Price as and when required in respect
of all Placing Shares for which it is required to be allotted under
its Placing participation and will do all things necessary on its
part to ensure that payment for such shares and their delivery to
it or at its direction is completed in accordance with the standing
CREST instructions (or, where applicable, standing certificated
settlement instructions) that it has or puts in place with Peel
Hunt, failing which the relevant Placing Shares may be placed with
other placees or sold as Peel Hunt may, in its sole discretion and
without liability to such Placee decide, and it will remain liable
for the shortfall below the net proceeds of such sale and the
placing proceeds of the Placing Shares, and may be required to bear
any stamp duty or stamp duty reserve tax which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
(j) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to be allotted, and that the Company and/or Peel Hunt may
call upon it to be allotted a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
(k) it is entitled to be allotted Placing Shares under the laws
of all relevant jurisdictions which apply to it and it has
complied, and will fully comply, with all such laws (including
where applicable, the Criminal Justice Act 1993 ("CJA"), Market
Abuse Regulation EU No 596/2014 ("The Market Abuse Regulation"),
money laundering and terrorist financing under the Anti-Terrorism,
Crime and Security Act 2001, the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2003, the Terrorism Act 2006,
the Money Laundering Regulations 2007 and part VIII of the
Financial Services and Markets Act 2000 (the "Regulations")) and
has obtained all governmental and other consents (if any) which may
be required for the purpose of, or as a consequence of, such
allotment, and it will provide promptly to Peel Hunt such evidence,
if any, as to the identity or location or legal status of any
person which Peel Hunt may request from it in connection with the
Placing (for the purpose of complying with any such laws or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by Peel Hunt on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be allotted
and/or issued to it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as Peel Hunt may decide at
its sole discretion;
(l) unless paragraph (m) below applies, it has neither received
nor relied on any inside information (for the purpose of and
section 56 of the CJA) in relation to its participation in the
Placing;
(m) if it has received any inside information (for the purposes
of the Market Abuse Regulation and section 56 of the CJA) in
relation to the Company and its securities, it confirms that it has
not: (a) dealt (or attempted to deal) in the securities of the
Company; (b) encouraged, recommended or induced another person to
deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being
made publicly available;
(n) that it has identified its clients in accordance with the
Regulations and that it has complied fully with its obligations
pursuant to the Regulations;
(o) it has observed the laws of all requisite territories,
obtained any requisite governmental or other consents, complied
with all requisite formalities and paid any issue, transfer or
other taxes due in connection with its application in any territory
and that it has not taken any action which will or might result in
the Company, or Peel Hunt acting in breach of the regulatory or
legal requirements of any territory in connection with the Placing,
application for Placing Shares or the admission to AIM of the
Placing Shares;
(p) it will not distribute any press announcement relating to
the Placing or any other offering material, directly or indirectly,
in or into a Prohibited Jurisdiction;
(q) it has complied and will comply with all applicable
provisions of FSMA with respect to anything done or to be done by
it in relation to any Placing Shares in, from or otherwise
involving the United Kingdom and it has not made or communicated or
caused to be made or communicated, and it will not make or
communicate or cause to be made or communicated, any "financial
promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(r) it is a Relevant Person and 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, (ii) it is and will remain
liable to the Company and/or Peel Hunt and/or Smith &
Williamson 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), (iii) it is both an "authorised person" for
the purposes of FSMA and a "qualified investor" as defined at
Article 2.1(e)(i) of the Prospectus Directive acting as agent for
such person, and (iv) such person is either (1) a Qualified
Investor or (2) its "client" (as defined in section 86(2) of FSMA)
that has engaged it to act as his agent on terms which enable it to
make decisions concerning the Placing or any other offers of
transferable securities on his behalf without reference to him;
(s) in the case of a Relevant Person who acquires any Placing
Shares pursuant to the Placing acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, it represents and warrants that:
(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 other than Relevant Persons or
in circumstances in which the prior consent of 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 Relevant Persons,
the offer of those Placing Shares to it is not treated under the
Prospectus Directive as having been made to such persons;
(t) the Placee acknowledges that no offering document, admission
document or prospectus has been, or will be, prepared in connection
with the Placing and it has not received a prospectus, admission
document or other offering document in connection therewith;
(u) it has not and will not make any offer to the public of the
Placing Shares for the purposes of section 102B FSMA;
(v) it agrees to be bound by the terms of the Articles of Association ;
(w) nothing has been done or will be done by it in relation to
the Placing or to any Placing Shares that has resulted or will
result in any person being required to publish a prospectus in
relation to the Company or to any shares in the capital of the
Company in accordance with FSMA or the UK Prospectus Rules or in
accordance with any other laws applicable in any part of the
European Union or the European Economic Area;
(x) (i) it is not, and is not acting in relation to the Placing
as nominee or agent for, a person who is or may be liable to stamp
duty or stamp duty reserve tax in respect of any agreement to
acquire (or any acquisition of) shares or other securities at a
rate in excess of 0.5% (including, without limitation, under
sections 67, 70, 93 or 96 of the Finance Act 1986 concerning
depositary receipts and clearance services), and the allocation,
allotment, issue and/or delivery to it, or any person specified by
it for registration as holder, of Placing Shares will not give rise
to a liability under any such section, (ii) the person whom it
specifies for registration as holder of Placing Shares will be the
Placee or the Placee's nominee, and (iii) neither Peel Hunt nor the
Company will be responsible to it or anyone else for any liability
to pay stamp duty or stamp duty reserve tax resulting from any
breach of, or non-compliance, with this paragraph. Each Placee and
any person acting on behalf of such Placee agrees to participate in
the Placing and it agrees to indemnify the Company and Peel Hunt in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST account or its affiliate or agent who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
(y) it will not treat any Placing Shares in any manner that
would contravene any legal or regulatory requirement applicable in
any territory or jurisdiction and no aspect of its participation in
the Placing will contravene any legal or regulatory requirement
applicable in any territory or jurisdiction in any respect or cause
the Company or Peel Hunt or their respective directors, officers,
employees or agents to contravene any such legal or regulatory
requirement in any respect and it has obtained all governmental and
other consents which may be required under the laws of the
applicable territory or jurisdiction;
(z) if a Placee is a resident in the UK: i) it is a "qualified
investor" within the meaning of Section 86(7) of FSMA; ii) it is a
person of a kind described in Article 19 and/or Article 49 and/or
43 (2) of the Order and it understands that the information
contained in this Appendix is only directed at any of the
following: (A) persons falling within Article 19 of the Order
having professional experience in matters relating to investments;
(B) persons falling within Article 49 of the Order (including
companies and unincorporated associations of high net worth and
trusts of high value); or (C) persons to whom it would otherwise be
lawful to distribute it; and that, accordingly, any investment or
investment activity to which this Appendix relates is available to
it as such a person or will be engaged in only with it as such a
person;
(aa) if a Placee is an investor located within a member state of
the European Economic Area, it is: (i) a "qualified investor"
within the meaning of Article 2(1)(e) of the Prospectus Directive;
and (ii) a "professional client" or an "eligible counterparty"
within the meaning of Article 4(1)(11) and Article 24(2), (3) and
(4), respectively, of Directive 2004/39/EC as implemented into
national law of the relevant EEA state;
(bb) (applicable terms and expressions used in this paragraph
have the meanings that they have in Regulation S made under the US
Securities Act) (i) the Placing Shares have not been and will not
be registered under the US Securities Act or under the securities
laws of any State of or other jurisdiction within the United
States, (ii) subject to certain exceptions, Placing Shares may not
be offered or sold, resold, or delivered, directly or indirectly,
into or within the United States or to, or for the account or
benefit of, any US person (as defined in Regulation S under the US
Securities Act), (iii) it is (and any such account for which it is
acting is) either (a) a QIB, who will execute and return a
representation letter to that effect to the Company and Peel Hunt
prior to Admission; or (ii) is not within the United States and it
is not a US person and will be acquiring Placing Shares in an
"offshore transaction", (iv) it has not offered, sold or delivered
and will not offer sell or deliver any of the Placing Shares to
persons within the United States, directly or indirectly, (v)
neither it, its affiliates, nor any persons acting on its behalf,
has engaged or will engage in any directed selling efforts with
respect to the Placing Shares, (vi) it will not be receiving
Placing Shares with a view to resale in or into the United States,
and (vii) it will not distribute this document or any offering
material relating to Placing Shares, directly or indirectly, in or
into the United States or to any persons resident in the United
States;
(cc) neither it, its affiliates, nor any person acting on its or
their behalf, has engaged or will engage in any form of general
solicitation or general advertising (within the meaning of
Regulation D promulgated under the Securities Act) in connection
with any offer and sale of the Placing Shares in the United
States;
(dd) neither has it nor any of its affiliates, nor any person
acting on its or their behalf used or will use in connection with
its participation in the Placing, directly or indirectly, the
postal system of, any instrument (including, without limitation,
facsimile transmission, telex, telephone and the internet) of
interstate or foreign commerce of, or any facilities or a national
securities exchange of the United States;
(ee) it is not and, if different, the intended beneficial owner
of the Placing Shares allocated to it is not, and at the time the
Placing Shares are acquired will not be, a resident or national of
a Prohibited Jurisdiction or a corporation, partnership or other
entity organised under the laws of a Prohibited Jurisdiction, and
the Placing Shares have not been and will not be registered under
the securities legislation of a Prohibited Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, in
or into a Prohibited Jurisdiction;
(ff) the Placee has consented to receive information in respect
of securities of the Company and other price-affected securities
(as defined in FSMA) which makes it an "insider" for the purposes
of Part V of FSMA and the Market Abuse Regulation, and it agrees
not to deal in any securities of the Company until such time as the
inside information (as defined in FSMA) of which it has been made
aware has been made public for purposes of FSMA or it has been
notified by Peel Hunt, Smith & Williamson or the Company that
the proposed Placing will not proceed and any unpublished price
sensitive information of which the Placee is aware has been
publicly announced, and, other than in respect of its knowledge of
the proposed Placing, it has neither received nor relied on any
confidential price sensitive information concerning the Company or
the Placing Shares;
(gg) where the Placee is acquiring Placing Shares for one or
more managed accounts, it represents and warrants that 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, acknowledgments, undertakings and
agreements in this Appendix; and (c) to receive on its behalf any
investment letter relating to the Placing in the form provided to
it by Peel Hunt;
(hh) Peel Hunt may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a
Placee in respect of some or all of the Placing Shares or by
nominating any other Peel Hunt Person or any person associated with
any Peel Hunt Person to do so;
(ii) time is of the essence as regards its obligations under this Appendix;
(jj) each right or remedy of the Company, Peel Hunt or Smith
& Williamson provided for in this Appendix is in addition to
any other right or remedy which is available to such person and the
exercise of any such right or remedy in whole or in part will not
preclude the subsequent exercise of any such right or remedy;
(kk) 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 Peel Hunt or Smith & Williamson:
(ll) nothing in this Appendix will exclude any liability of any
person (i) for any contents of the Announcement as a result of such
person being responsible for such contents pursuant to the AIM
Rules for Companies or applicable law or (ii) for fraud on its
part, and all times and dates in this Appendix are subject to
amendment at the discretion of Peel Hunt and Smith & Williamson
except that in no circumstances will the date scheduled for
Admission be later than the Long Stop Date;
(mm) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to be allotted any
Placing Shares under the Placing and no failure by any other Placee
to meet any of its obligations in respect of the Placing will
affect any of its obligations in respect of the Placing;
(nn) it has substantial experience in evaluating and investing
in shares of companies similar to the Company such that it is
capable of evaluating the merits and risks of an investment in the
Company, it has such knowledge and experience in financial and
business matters as to be capable of protecting its own interests
and evaluating the merits and risks of an investment in the Company
and it is able to bear the economic risk of a complete loss of its
investment in the Company;
(oo) it has made an investigation of the pertinent facts
relating to the operation of the Company to the extent it deems
necessary in order to be fully informed with respect thereto;
(pp) it will indemnify on an after tax basis and hold the
Company, Peel Hunt and Smith & Williamson 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 this appendix and
further agrees that the provisions of this appendix shall survive
after completion of the Placing;
(qq) neither Peel Hunt nor Smith & Williamson does not have
any duty to it similar or comparable to rules of "best execution",
"suitability" and "risk warnings" as set out in the Conduct of
Business Sourcebook of the FCA;
(rr) it accepts that it is not relying on Peel Hunt or Smith
& Williamson to advise whether or not the Placing Shares are in
any way a suitable investment for it;
(ss) it is entitled to subscribe for or purchase the Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder
and complied with all necessary formalities;
(tt) it irrevocably appoints any director or employee of Peel
Hunt as its agent for the purpose of executing and delivering to
the Company and/or its registrars any document on its behalf
necessary to enable it to be registered as the holder of the
Placing Shares being issued to it;
(uu) it is not presently acting in concert, as defined in the
City Code on Takeovers and Mergers, with any existing shareholder
or other Placee;
(vv) each right or remedy of the Company, Peel Hunt and Smith
& Williamson provided for in this Appendix is in addition to
any other right or remedy which is available to such person and the
exercise of any such right or remedy in whole or in part shall not
preclude the subsequent exercise of any such right or remedy;
(ww) none of its rights or obligations in respect of the Placing
is conditional on any other person agreeing to acquire any Placing
Shares under the Placing and no failure by any other Placee to meet
any of its obligations in respect of the Placing shall affect any
of its obligations in respect of the Placing;
(xx) neither Peel Hunt nor Smith & Williamson owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing and Open Offer Agreement; and
(yy) the Placee agrees that the Company, Peel Hunt and Smith
& Williamson will rely upon the truth and accuracy of the
foregoing conformations, representations, warranties,
acknowledgements undertakings and agreements which are given by
each Placee (or persons acting on their behalf) to Peel Hunt, Smith
& Williamson and the Company and are irrevocable.
Entire Agreement
The terms set out in this Announcement (including the Appendix)
and the allocation of Placing Shares (including the subscription
amount payable) as confirmed to a Placee, constitute the entire
agreement to the terms of the Placing and a Placee's participation
in the Placing to the exclusion of prior representations,
understandings and agreements between them. Any variation of such
terms must be in writing.
Governing Law and Jurisdiction
The agreement arising out of acceptance of the Placing and any
dispute or claim arising out of or in connection with the Placing
or formation thereof (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the laws of
England. Each Placee irrevocably agrees to submit to the exclusive
jurisdiction of the courts of England to settle any claim or
dispute that arises out of or in connection with the agreement
arising out of acceptance of the Placing or its subject matter or
formation (including non-contractual disputes or claims).
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEMBBPTMBMBBRF
(END) Dow Jones Newswires
October 12, 2016 02:01 ET (06:01 GMT)
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