TIDMCWR
RNS Number : 4907T
Ceres Power Holdings plc
03 July 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE
IN THE PUBLIC DOMAIN
3 July 2018
Proposed Placing to raise approximately GBP20 million
Ceres Power (AIM: CWR, "Ceres Power", "Ceres"), developer of the
SteelCell(R), a world-leading, low cost Solid Oxide Fuel Cell
(SOFC) technology, today announces a proposed fundraising to raise
up to GBP20.0 million (before expenses) by means of a conditional
placing of up to 132,625,994 Placing Shares in aggregate with an
Issue Price of 15.08 pence, representing approximately 13.0 per
cent. of the Company's current issued Ordinary Share capital. The
Placing, conducted by way of an accelerated bookbuild (the
"Bookbuild") will be launched immediately following the release of
this Announcement
This fundraising is in addition to the Weichai Subscription
announced on 16 May 2018 which will (following adjustment for the
dilution of the Placing) raise approximately GBP19.3 million
(before expenses) by issuing approximately 127,760,800 Ordinary
Shares, representing approximately 12.6 per cent. of the Company's
current issued Ordinary Share capital. The Weichai Subscription is
also priced at 15.08p per share. The value of the Weichai
Subscription has increased compared to the Company's announcement
on 16 May 2018 as the number of Initial Weichai Shares at the Issue
Price has been increased to reflect the dilution of the Proposed
Placing.
Ceres Power has entered into a placing agreement with Zeus
Capital and Berenberg to act as the joint bookrunners in relation
to the Placing (together the "Bookrunners").
The Placing will open with immediate effect following release of
this announcement and will be conducted by way of an accelerated
bookbuild. The Placing Shares are not being offered or otherwise
made available to the public. The timing of the closing of the
Placing and the number of Ordinary Shares to be issued and
allocations are at the discretion of the Company and Bookrunners
and a further announcement confirming these details is expected to
be made in due course. The Bookrunners reserve the right to close
the Bookbuild without further notice. The Placing is subject to the
terms and satisfaction of certain conditions set out in the
Appendix. No element of the Placing is being underwritten. Certain
investors may participate by way of a subscription directly with
the Company on terms substantially the same as the Placing and the
number of Placing Shares shall be reduced accordingly.
The Placing Shares to be issued pursuant to the Placing will
rank pari passu with the existing Ordinary Shares.
The Placing will be subject to the passing of certain
resolutions at the General Meeting. Shareholder approval will be
sought at the General Meeting, notice of which will be sent to
Shareholders following the closing of the Bookbuilding. Settlement
of the Proposed Placing and the Weichai Subscription is therefore
expected to occur on or around 27 July 2018.
Background to the Fundraising and the Weichai Investment
Ceres Power is a world leader in next generation fuel cell
technology with its low-cost Solid Oxide Fuel Cell (SOFC),
SteelCell(R). Currently, the Company's technology is being applied
by its partners in the development of distributed power and
automotive products that seek to reduce operating costs, lower CO2,
SOx and NOx emissions and improve energy security. The Company
intends to license its SteelCell(R) technology to OEM partners, who
develop power systems and products, and also to manufacturing
partners to produce the SteelCell(R) in volume.
The Company is benefitting from the twin drivers of an
increasing emphasis on distributed generation combined with the
rapid acceleration towards the electrification of vehicles.
Distributed generation is increasingly seen as a solution for
homes, businesses and data centres as the conventional central
power grid is facing the growing pressures of intermittency due to
more renewables combined with the growing electricity demands of
electric vehicles. The increase in the electrification of vehicles
is the result of increasing emissions regulations to improve air
quality in countries and major cities worldwide. The SteelCell(R)
is one of the few technologies that can provide a highly efficient,
low to near zero emission power generation alternative to
conventional power generation and combustion engine technology.
This has driven a high level of interest in the SteelCell(R)
technology from leading power system and engine manufacturers.
These trends are most evident in the rapid emergence of China as
one of the leading markets for fuel cell technology. Accordingly
the Company is delighted to include Weichai Power, one of the
leading engine manufacturing companies in China, as a strategic
partner in this fundraise. Weichai Power's positioning and
experience provides direct access to one of the fastest growing
fuel cell markets in the world. Initial plans are for Ceres Power
and Weichai Power to jointly develop and launch an SOFC fuel cell
range extender system for China's fast growing electric-powered bus
market with the potential to add further stationary power products.
As part of this partnership the Company intends to enter into a
joint venture in China from 2020 to manufacture firstly systems and
ultimately SteelCells(R).
Weichai Power is initially investing GBP19.3 million to
subscribe for 10 per cent. of the Enlarged Issued Share Capital. In
addition, it has agreed a further investment of GBP26.3 million
conditional on the signing of further commercial agreements to
increase its holding to 20 per cent. of the Company's issued share
capital by the end of November this year. This strategic
relationship is a key milestone for Ceres Power as it continues to
deliver on its strategy of licensing system and manufacturing of
our SteelCell(R) technology to companies who are leaders in the
power generation and automotive sectors.
Recent progress
The Company continues to grow to address increasing demand for
its technology, adding new partners and progressing with existing
partners towards commercialisation. Today the Company has six
partners at the JDA stage of which, to date, two have strong intent
to go to market with products based on licensing the
SteelCell(R).
Two years ago the Company made the strategic decision to target
higher power applications such as data centres, commercial scale
applications and transportation in addition to its home
applications. In order to do this it invested in the development of
larger 5kW fuel cell stack stocks and higher efficiency power
modules to address the larger-scale power markets (from 5kW to
hundreds of kW).
The development has been successful and the Company has early
prototypes that demonstrate the capability of the 5kW stack going
into several of our larger-scale power customer programmes. The
Company's next step is to develop the 5kW platform further and
invest in manufacturing equipment so the stacks can be produced and
assembled at the cost and quality required by its OEM partners. The
development of the larger stacks is key to unlocking value in most
of our markets as over 80 per cent. of our customer programmes
require this platform including Cummins, Nissan and Weichai
Power.
In the next 12 months the Company expects several of its OEM
partners to move towards field testing of multi-kW products,
including a commercial scale partner which is due to start field
trials later this year, the other confidential partner looking at
10kW scale products, and most recently Weichai Power, which has
already started to develop a 30kW product suitable for many of the
power markets across China, with the range extender for electric
bus market as the first market to address.
Reasons for the placing and use of funds
The Company is looking to raise new equity in order to enable
the Company to continue to grow and commercialise the SteelCell(R).
The Board believes that the Net Proceeds of the Placing along with
the proceeds of the overall Weichai Investment, along with the
Group's existing cash and cash equivalents, will provide sufficient
capital to fund the Group and it intends to use the proceeds of the
Placing and the Weichai Investment to:
- provide working capital to fund the business through to
commercial launches with OEMs from 2020/2021;
- finance a new manufacturing facility in the UK to provide near
term capacity for the next 3-5 years. The new facility will phase
the increase in annual capacity from 1 to 3 MW initially
potentially growing to 10 MW over the next 5 years, which will
provide a platform for licensing to the Company's manufacturing
partnerships for higher volume. The Company is very close to
committing on a new site within commuting distance to Horsham,
where its current facility will remain as its Technology Centre of
Excellence;
- enable the Company to industrialise the 5kW stack, which is
the key technology platform for most of its current demand. This
work will build on the early prototype 5kW stacks the Company has
developed in 2017/18. It enables approximately 30 per cent. reduced
cost/kW compared to the equivalent 1kW stacks and will ready these
products for anticipated market launches;
- provide initial funding of the proposed manufacturing JV with
Weichai, which would be required from 2020; and
- strengthen the Company's balance sheet to support the multiple
ongoing customer programmes.
Alongside the above, the Company will continue to invest in the
technology to continuously improve and maintain its competitive
advantage and will investigate additional strategic uses of the
core technology to enable additional long term value creation.
Current trading and prospects
Ceres Power has reached a new phase of its business - having
secured six partners at the development stage, it is now seeing
several of these relationships moving towards field trials with the
intent to launch commercial products under licence.
With these higher levels of commercial activity in new countries
and broadening markets, the Directors anticipate revenue and other
operating income for the year ended 30 June 2018 will be
approximately GBP7 million, up c.70 per cent. from the prior year.
The Board is confident that the Company can maintain this trend of
strong revenue growth as it secures more technology transfer and
licence revenues in addition to its current engineering services
and 2019 revenues are expected to be ahead of current market
expectations. The order book is currently GBP5.1 million, up from
GBP3.2 million as published last year and the Company has a strong
commercial pipeline with several opportunities at an advanced
stage, including potential substantial grant award.
Outlook
The next year will be extremely exciting for Ceres Power, as we
expect field trials to start across a number of applications: 5kW
commercial CHP with our confidential customer starting later this
year, the first 30kW system being run on a bus in China with our
new partner Weichai in 2019, and we expect 10kW power only systems
to start being trialled later in 2019. These initial trials will no
doubt provide new challenges for the Company servicing several
different OEMs in different markets. The Company's focus remains on
getting to the SteelCell products to market under licence with
leading OEMs and proving out the technology and business model in
several different applications.
Of primary importance, later this year the Company is working
towards completing the joint venture and licensing agreement with
Weichai which will allow us to work towards a manufacturing joint
venture in China and which triggers a further equity stake in the
Company to increase Weichai Power's holding in the Company to 20
per cent. We also continue to target an additional strategic
manufacturing partner within the next 12 months and we are in
discussions with a partner regarding a broad strategic
collaboration, including manufacturing, however negotiations are at
an early stage.
The Board intends to continue to scale and develop the business
to be able to deliver these new opportunities and completion of the
proposed fundraise would put the Company in a strong financial
position through this key period of growth and commercial
launches.
Details of the Placing
The Company is proposing to raise approximately GBP20.0 million
by way of the conditional placing of up to 132,625,994 Placing
Shares at 15.08p with existing and new institutional investors. The
Placing Shares to be issued pursuant to the Placing will represent
approximately 10.4 per cent. of the Enlarged Share Capital. The
Placing is conditional on (amongst other things) shareholder
approval of the Placing Shares and approval of the shares resulting
from the Weichai Investment and Admission and has not been
underwritten.
This announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Bookbuild described
in the Appendix to this announcement (which forms part of this
announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
For further information please contact:
Ceres Power Holdings plc Tel: +44 (0)1403 273
Dan Caesar 463
Zeus Capital (Nominated Adviser Tel: +44 (0) 20 3829
and Broker) 5000
Giles Balleny / Andrew Jones /
Dominic King
Berenberg (Joint Broker) Tel: +44 (0) 203 207
Ben Wright / Mark Whitmore / Laure 7800
Fine
Powerscourt Tel: +44 (0) 20 7250
Peter Ogden/Andy Jones 1446
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA"), and Berenberg,
which is authorised by the German Federal Financial Conduct
Authority and subject to limited regulation by the FCA, are acting
exclusively for the Company and for no--one else in relation to the
Placing, and will not be responsible to any other person for
providing the protections afforded to their respective clients nor
for providing advice in connection with the matters contained in
this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Zeus Capital, Berenberg nor by any of
their respective affiliates, partners or agents (or any of their
respective directors, officers, employees or advisers), as to or in
relation to, the contents, accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of either of Zeus Capital or Berenberg or any of their
respective affiliates in connection with the Company or the
Placing, and any liability therefor is expressly disclaimed.
Zeus Capital, Berenberg and each of their respective affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
announcement.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Zeus Capital or Berenberg.
Important Notice
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THE APPIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE
(WHICH MEANS DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, AND
INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND
(B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) 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; OR
(III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THE 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. THE APPIX IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
AND THE APPIX HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF
THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THE SECURITIES MENTIONED HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO
PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES.
THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, NOR WILL BE,
APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON ORORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN
ACQUISITION OF PLACING SHARES.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that the earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of Ordinary Shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
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 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 (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) 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.
the appendix
TERMS AND CONDITIONS OF THE Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE Placing
1. Details of the Placing
1.1 Zeus Capital and Berenberg (the "Bookrunners") have entered
into an agreement with the Company (the "Placing Agreement") under
which, subject to the terms and conditions set out in that
agreement, each of the Bookrunners has severally agreed, as agent
and on behalf of the Company, to use its respective reasonable
endeavours to procure placees (the "Placees") for the Placing
Shares at a price of 15.08p per Placing Share (the "Issue Price"),
where up to 132,625,994 Ordinary Shares (the "Placing Shares")
shall be allocated and issued to new and existing shareholders of
the Company in accordance with such allocation determined by
agreement between the Company and the Bookrunners pursuant to the
bookbuilding process (the "Bookbuild"), described in this
announcement and set out in the Placing Agreement. Certain
investors may participate by subscription (the "Investor
Subscriptions") and subscribe for Ordinary Shares at the Issue
Price by way of a subscription agreement rather than under the
Placing (the "Investor Subscription Shares").
1.2 The Placing is conditional upon completion of the subscription by Weichai Power for approximately 127,760,800 Ordinary Shares (the "Weichai Subscription Shares") at the Issue Price and completion of the Investor Subscriptions (if any) at the Issue Price (the Investor Subscriptions together with the Weichai Subscription Shares being the "Subscription Shares").
1.3 The placing of the Placing Shares and the Subscription
Shares is not underwritten by the Bookrunners. The Placing Shares
will be issued conditional on, amongst other things, the approval
by Shareholders of the Resolutions which will (inter alia) grant
authority to the Directors to allot the Placing Shares and the
Subscription Shares and disapply pre-emption rights in respect of
the Placing Shares and the Subscription Shares and admission of the
Placing Shares and the Subscription Shares to trading on AIM. The
Circular containing details of the proposed Placing and the notice
of the General Meeting will be sent to shareholders shortly
following the publication of this announcement.
1.4 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 declared, made or paid on or in respect of such
Ordinary Shares after the date of issue of the relevant Placing
Shares.
1.5 As a term of the Placing, the Company has agreed that it
will not issue or sell any Ordinary Shares (other than the Placing
Shares and the Subscription Shares or pursuant to existing share
options) for a period ending 90 days after Admission, without the
prior consent of the Bookrunners. This agreement does not however
prevent the Company from granting or satisfying exercises of
options granted pursuant to existing share schemes of the
Company.
2. Application for admission to trading
Application will be made to the London Stock Exchange for the
Admission of the Placing Shares and the Subscription Shares to
trading on AIM. It is expected that Admission will become effective
and that dealings in the Placing Shares and the Subscription Shares
will commence on or around 27 July 2018.
3. Bookbuild
3.1 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares. The Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as agreed between the
Company and the Bookrunners.
4. Participation in, and principal terms of, the Placing
4.1 Zeus Capital is acting as nominated adviser, joint
bookrunner and joint broker of the Company in respect of the
Placing. Berenberg is acting as joint bookrunner and joint broker
of the Company in respect of the Placing. The Bookrunners are
arranging the Placing severally, and not jointly, nor jointly and
severally.
4.2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
either of the Bookrunners.
4.3 Zeus Capital, Berenberg and each of their respective
affiliates and partners are entitled to enter bids in the Bookbuild
as principal.
4.4 The Bookbuild will be carried out on the basis of the Issue
Price of 15.08p per Placing Share payable by all Placees whose bids
are successful in accordance with this Appendix and the settlement
instructions contained in the Placee's contract note. The number of
the Placing Shares to be allocated and issued to each Placee will
be determined by agreement between the Company and the Bookrunners
following the Bookbuild.
4.5 The Bookrunners will today commence the bookbuilding process
in respect of the Placing. The Bookrunners may, in agreement with
the Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right (upon the agreement of the
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
4.6 Each prospective Placee's allocation will be determined by
agreement between the Company and the Bookrunners, and will be
confirmed orally by either Zeus Capital or Berenberg, as agents of
the Company. That oral confirmation will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) in favour of Zeus Capital, Berenberg and the
Company 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 and in accordance with the Company's articles of
association.
4.7 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to each of the Bookrunners
as agents of the Company, to pay or procure payment in cleared
funds, an amount equal to the product of the Issue Price and the
number of Placing Shares that such Placee has agreed to subscribe
for and the Company has agreed to allot and issue to that Placee,
in accordance with this Appendix and the settlement instructions
contained in the Placee's contract note.
4.8 The Bookrunners, following consultation amongst themselves,
may choose to accept bids, either in whole or in part, and may
scale down any bids for this purpose on such basis as they may in
their sole discretion determines. The Bookrunners may also,
notwithstanding paragraphs 4.6 and 4.7 above, subject to the prior
agreement with 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.
4.9 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 the
Bookrunners' consent, will not be capable of variation or
revocation after the time at which it is submitted. However, each
Bookrunner reserves the right (on agreement between the Company and
the Bookrunners) to amend the terms and conditions in this Appendix
with respect to individual Placees, provided that no such amendment
is made to the Issue Price.
4.10 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
4.11 All obligations under the Bookbuild and the Placing will be
subject to fulfilment or waiver (as applicable) 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".
4.12 By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
4.13 To the fullest extent permissible by law, neither Zeus
Capital, Berenberg nor any of their respective affiliates, agents,
directors, officers, partners or employees shall have any
responsibility or liability (whether in contract, tort or
otherwise) to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Zeus
Capital, Berenberg nor any of their respective affiliates, agents,
directors, officers, partners or employees shall have any
responsibility or liability (whether in contract, tort or otherwise
and including to the fullest extent permissible by law, any
fiduciary duties) in respect of their conduct of the Bookbuild or
of such alternative method of effecting the Placing the Bookrunners
may determine.
4.14 Placees will have no rights against either of the
Bookrunners, the Company nor any of their respective directors,
partners or employees under the Placing Agreement pursuant to the
Contracts (Rights of Third Parties) Act 1999 (as amended).
5. Conditions of the Placing
5.1 The Placing is conditional upon the Placing Agreement
becoming unconditional with respect to the Placing and not having
been terminated in accordance with its terms prior to Admission.
The obligations of the Bookrunners under the Placing Agreement in
respect of the Placing is conditional on, amongst other things:
5.1.1 the passing of the Resolutions numbered 1, 2 and 3 in the
form set out in the notice of general meeting contained in the
Circular, subject to any amendment approved by the Bookrunners;
5.1.2 the performance by the Company of all its obligations
under the Placing Agreement so far as the same fall to be performed
prior to Admission;
5.1.3 admission of the Subscription Shares to trading on AIM; and
5.1.4 Admission taking place by 8.00 a.m. (London time) on 27
July 2018 or such later date as the Company and the Bookrunners may
otherwise agree (the "Admission Date").
5.2 If:
5.2.1 any of the conditions contained in the Placing Agreement
in relation to the Placing (including those described in 5.1
above)(the "Placing Conditions") are not fulfilled or waived by the
Bookrunners, by the time or date where specified (or, in each case,
such later time and/or date as the Company and the Bookrunners may
agree); or
5.2.2 the Placing Agreement is terminated in the circumstances
specified below prior to Admission,
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.
5.3 The Bookrunners may, at their absolute discretion and upon
such terms as they think fit, waive compliance by the Company with
the whole or any part of certain of the Placing Conditions in the
Placing Agreement save that the conditions in the Placing Agreement
relating to Admission Date. Any such extension or waiver will not
affect Placees' commitments as set out in this announcement.
5.4 None of Zeus Capital, Berenberg, the Company nor any other
person shall have any liability (whether in contract, tort or
otherwise) 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 the Bookrunners.
6. Termination of the Placing Agreement
6.1 The Bookrunners may at any time prior to Admission terminate
the Placing Agreement in respect of the Placing Shares by giving
notice in writing to the Company if, amongst other things:
6.1.1 the Company's application for Admission of the Placing
Shares is refused by the London Stock Exchange; or
6.1.2 there has been a breach of any of the warranties given by
the Company in the Placing Agreement in the opinion of either
Bookrunner, acting in good faith; or
6.1.3 there has occurred:
(a) a general moratorium on commercial banking activities in
London declared by the relevant authorities or a material
disruption in commercial banking or securities settlement or
clearance services in the United Kingdom;
(b) the declaration, outbreak, escalation or threatening of war
or other hostilities, or the occurrence of any acts of terrorism,
involving the United Kingdom or the declaration by the United
Kingdom of a national emergency;
(c) a change or development involving a prospective change in
taxation adversely affecting any member of the Group or its
prospects or the Placing;
(d) any other occurrence of any kind which (by itself or
together with any other such occurrence) in the reasonable opinion
of either Bookrunner is likely to materially and adversely affect
the market's perception of the Company or the financial position or
trading position or prospects of the Group taken as a whole; or
(e) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment or any other calamity or crisis which, in any case, in
the opinion of either Bookrunner (acting in good faith) is
material.
6.2 Upon such termination of the Placing Agreement, 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. For the
avoidance of doubt, the Placing cannot be terminated after
Admission has occurred to the extent it relates to the Placing
Shares.
6.3 The rights and obligations of the Placees shall terminate
only in the circumstances described in these terms and conditions
and in the Placing Agreement 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 Zeus Capital and/or Berenberg of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of such Bookrunner and that it
need not make any reference to, or consult with, Placees and that
it shall have no responsibility or liability to Placees whatsoever
in connection with any such exercise and neither the Company nor
the Bookrunners nor any of their respective directors, officers,
employees, agents or affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure to
exercise or otherwise.
7. No prospectus
7.1 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 UK. 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 their own assessment of the Company, the
Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this announcement (including this Appendix), and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees.
7.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this announcement (including this
Appendix) is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information representation, warranty, or statement made by or on
behalf of the Company, Berenberg or Zeus Capital or any other
person and none of Zeus Capital, Berenberg or 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 or limit the
liability of any person for fraud or fraudulent misrepresentation
by that person.
8. Registration and Settlement
8.1 Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Bookrunners and the Company
reserve the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees in certificated
form if, in their opinion, 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.
8.2 Each Placee to be allocated Placing Shares in the Placing
will be sent a contract note in accordance with the standing
arrangements in place with Zeus Capital or Berenberg stating the
number of Placing Shares allocated to it at the Issue Price and
settlement instructions. The number of Placing Shares allocated to
each Placee will be allocated in a manner determined by agreement
between the Company and the Bookrunners, and Placees will be
notified of the relevant allocation in the contract note.
8.3 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 Zeus Capital or Berenberg (as the case may
be).
8.4 The Company will deliver the Placing Shares to a CREST
account operated by Zeus Capital or Berenberg (as applicable) as
settlement agent for the Company and Zeus Capital or Berenberg (as
applicable) will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
8.5 It is expected that settlement of the Placing Shares will
take place on 27 July 2018 on a delivery versus payment basis.
8.6 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunners.
8.7 Each Placee is deemed to agree that, if it does not comply
with these obligations, the Bookrunners 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 thereon) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating an
intention to subscribe for Placing Shares, each Placee confers on
the Bookrunners all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which the Bookrunners lawfully take in pursuance of such sale.
8.8 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note 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 of 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.
8.9 Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and each of the Bookrunners shall have no liability to the Placees
for the failure of the Company to fulfil those obligations.
9. Representations and warranties
9.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with Zeus Capital and Berenberg (in their respective capacities as
joint bookrunners and agents of the Company, in each case as a
fundamental term of their application for relevant Placing Shares),
the following:
9.1.1 it has read and understood this announcement (including
this Appendix) in its entirety and that its subscription of Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
9.1.2 its understanding is that the Placing does not constitutes
a recommendation or financial product advice and neither Zeus
Capital nor Berenberg has had regard to its particular objectives,
financial situation or needs;
9.1.3 unless paragraph 9.1.4 below applies, it has neither
received nor relied on any 'inside information' (for the purposes
of EU Market Abuse Regulation (2014/596/EU)("MAR") and section 56
of the Criminal Justice Act 1993) concerning the Company in
accepting this invitation to participate in the Placing;
9.1.4 if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it confirms that it has
received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated
regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;
9.1.5 it has the power and authority to carry on the activities
in which it is engaged, to subscribe for and/or acquire the Placing
Shares and to execute and deliver all documents necessary for such
acquisition and/or subscription;
9.1.6 its understanding is that no offering document, listing
particulars, prospectus or admission document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
9.1.7 its understanding is that the existing Ordinary Shares in
the capital of the Company are admitted to trading on AIM and that
the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
AIM which includes a description of the nature of the Company's
business and its most recent balance sheet and profit and loss
account and that it is able to obtain or access such information
and such information or comparable information concerning any other
publicly traded company, in each case without undue difficulty;
9.1.8 that none of Zeus Capital, Berenberg, the Company nor any
of their respective affiliates, agents, directors, officers,
partners or employees nor any person acting on behalf of any of
them has provided, and none of them will provide it, with any
material regarding the Placing Shares or the Company or any other
person other than this announcement nor has it requested Zeus
Capital, Berenberg, the Company, any of their respective
affiliates, agents, directors, officers, partners or employees nor
any person acting on behalf of any of them to provide it with any
such information;
9.1.9 unless otherwise specifically agreed with the Bookrunners,
that neither it nor the beneficial owner of the Placing Shares is,
or at the time the Placing Shares are acquired, neither it nor the
beneficial owner of the Placing Shares will be, a resident of, or
otherwise located in, the United States, Australia, Canada, Japan
or the Republic of South Africa, and it further acknowledges that
the Placing Shares have not been and will not be registered under
the securities legislation of the United States, Australia, Canada,
Japan or the Republic of South Africa and subject to certain
exceptions, may not be offered, sold transferred delivered or
distributed, directly or indirectly, in or into those
jurisdictions;
9.1.10 that: (i) it is outside the United States and is not
acquiring the Placing Shares for the account of any person who is
located in the United States; (ii) it is acquiring the Placing
Shares in an "offshore transaction" (within the meaning of
Regulation S ("Regulation S") under the US Securities Act of 1933,
as amended (the "Securities Act")); (iii) it is not acquiring any
of the Placing Shares as a result of any form of "directed selling
efforts" as defined in Rule 902(c) under Regulation S; (iv) it is
not acquiring the Placing Shares with a view to the offer, sale,
resale, transfer, delivery or distribution directly or indirectly,
of any such Placing Shares into the United States; and (v) it is
not within Australia, Canada, Japan, the Republic of South Africa
or any other jurisdiction in which it is unlawful to make or accept
an offer to acquire the Placing Shares, and it is not acquiring the
Placing Shares with a view to the offer, sale, resale, transfer,
delivery or distribution directly or indirectly, of any such
Placing Shares into any of the jurisdictions referred to above,
9.1.11 its understanding is that the content of this
announcement is exclusively the responsibility of the Company and
that neither Berenberg, Zeus Capital nor any person acting on their
respective behalf have or shall have any liability for any
information, representation or statement contained in this
announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any information required to be published by the Company
pursuant to applicable laws (the "Exchange Information") and will
not be liable for its decision to participate in the Placing based
on any information, representation or statement contained in this
announcement or otherwise. It further represents, warrants and
agrees that the only information on which it is entitled to rely
and on which it 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 RNS, 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 Zeus Capital,
Berenberg or the Company and neither Zeus Capital, Berenberg nor
the Company will be liable for its decision to accept an invitation
to participate in the Placing based on any other information,
representation, warranty or statement. It 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. None of Zeus Capital, Berenberg, the
Company or any of their respective affiliates, agents, directors,
officers, partners or employees has made any representations to it
express or implied, with respect to the Company, the Placing and
the Placing Shares or the accuracy, completeness or adequacy of the
Exchange Information, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or
otherwise in this announcement excludes the liability of any person
for fraud or fraudulent misrepresentation made by that person;
9.1.12 neither it, nor the person specified by it for
registration as holder of Placing Shares is, or is acting as
nominee or agent for, and the Placing Shares will not be allotted
to, a person who is or may be liable to stamp duty or stamp duty
reserve tax under any of sections 67, 70, 93 and 96 of the Finance
Act of 1986 (depositary receipts and clearance services);
9.1.13 that it has complied with its obligations under the
Criminal Justice Act 1993, MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006,
the Money Laundering Regulations 2007 and the Money Laundering
Sourcebook of the FCA (the "Money Laundering Regulations") and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
9.1.14 subject to paragraph 9.2, that it is acting as principal
only in respect of the Placing or, if it is acting for any other
person (i) it is duly authorised to do so and has full power to
make the acknowledgments, representations and agreements herein on
behalf of each such person; and (ii) it is and will remain liable
to the Company, Berenberg and/or Zeus Capital 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);
9.1.15 if it is a financial intermediary, as that term is used
in Article 3(2) of the EU Prospectus Directive (which shall mean
Directive 2003/71/EC and amendments thereto, including the 2010 PD
Amending Directive to the extent implemented in the Relevant Member
State), that the Placing Shares subscribed 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 EEA other than qualified investors
or in circumstances in which the prior consent of the Bookrunners
has been given to the proposed offer or resale;
9.1.16 that it has not offered or sold and will not offer or
sell any Placing Shares to the public in any member state of the
EEA except in circumstances falling within Article 3(2) of the
Prospectus Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
9.1.17 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;
9.1.18 that it has complied with 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;
9.1.19 if in a member state of the EEA, unless otherwise
specifically agreed with the Bookrunners in writing, that it is a
qualified investor within the meaning of Article 2(l)(e) of the
Prospectus Directive;
9.1.20 if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who
falls within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom
this announcement may otherwise lawfully be communicated;
9.1.21 that no action has been or will be taken by any of the
Company, Berenberg or Zeus Capital or any person acting on behalf
of the Company, Berenberg or Zeus Capital 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;
9.1.22 that it and any person acting on its behalf is entitled
to acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in Zeus Capital, Berenberg, the Company or
any of their respective directors officers, partners, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the
Placing;
9.1.23 that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
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;
9.1.24 that it and any person acting on its behalf will make or
procure 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 the Bookrunners may in their
absolute discretion determine and without liability to it, but it
will remain liable for any amount by which the net proceeds of such
sale falls short of the product of the Issue Price and the number
of Placing Shares allocated to it and may be required to bear and
indemnify the Bookrunners and their affiliates, directors,
partners, officers and employees on an after-tax basis against any
stamp duty, stamp duty reserve tax or other similar taxes (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
its Placing Shares on its behalf;
9.1.25 that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to subscribe for, and that the Bookrunners
(having agreed with the Company and Berenberg) may call upon it to
subscribe for a lower number of Placing Shares (if any) but in no
event in aggregate more than the aforementioned maximum;
9.1.26 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. None of Zeus Capital, Berenberg and
the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement. It and any person acting on
its behalf agrees to indemnify the Company, Berenberg and Zeus
Capital in respect of the same on the basis that the Placing Shares
will be allotted to the CREST stock account of Zeus Capital or
Berenberg who will hold them as nominee on its behalf until
settlement in accordance with standing settlement instructions;
9.1.27 that neither Zeus Capital, Berenberg nor any of their
respective affiliates, agents, directors, officers, partners or
employees, nor any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of either Bookrunner and that neither
Bookrunner has any duties or responsibilities to it for providing
the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
9.1.28 that in making any decision to subscribe for the Placing
Shares, it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for or 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
participating in, and is able to sustain a complete loss in
connection with, the Placing. It further confirms that it relied on
its own examination and due diligence of the Company and its
associates taken as a whole, and the terms of the Placing,
including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of either
Bookrunner;
9.1.29 that in connection with the Placing, Zeus Capital,
Berenberg and any of their respective affiliates acting as an
investor for their own account may take up Placing Shares in the
Company and in that capacity may retain, purchase or sell for its
own account such Placing Shares in the Company and any securities
of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. Neither Zeus Capital nor Berenberg intend to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
9.1.30 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 its own
behalf 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, Berenberg or Zeus
Capital in any jurisdiction in which it is incorporated or in which
any of its securities have a quotation on a recognised stock
exchange;
9.1.31 that the Company, Berenberg, Zeus Capital and their
respective affiliates, agents, directors, officers, partners or
employees and others will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are given to the Bookrunners on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises the Company, Berenberg and Zeus Capital 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;
9.1.32 none of the Company, Berenberg or Zeus Capital owes any
fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement; and
9.1.33 its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company, Berenberg or Zeus Capital's conduct of
the Placing, that it will indemnify and hold the Company, Berenberg
and Zeus Capital and their respective affiliates, agents,
directors, officers, partners or employees 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 announcement and further agrees that the
provisions of this announcement shall survive after completion of
the Placing.
9.2 The Company and each Bookrunner acknowledge, where a Placee
is acting as agent for discretionary managed clients, that (i) the
Placee is acting at all times as agent for and on behalf of certain
discretionary managed clients of whom it has discretionary
management authority (the "Funds") and (ii) the Placee shall have
no liability as principal to acquire and pay for the Placing Shares
allocated to it as agent for and on behalf of the Funds or in
respect of each Fund's obligations under these terms and conditions
who will hold the Placing Shares through a custodian and (iii) all
representations, warranties and undertakings are given by the
Placee as agent and not as principal.
9.3 For the avoidance of doubt, nothing in these terms and
conditions is intended to create joint and several liability
between the Funds. The Company and each Bookrunner agree that any
liabilities of a Fund incurred hereunder shall be limited to the
property of that Fund and under no circumstances shall there be
recourse to the assets of any other fund within the same umbrella
as the Fund or any other Fund in respect of those liabilities.
9.4 For the avoidance of doubt, nothing in these terms and
conditions is intended to create joint and several liability
amongst Placees, nor between Placees, nor between any Placee and
any of the Company and/or any of the Bookrunners.
9.5 By participating in the Placing, each Placee (and any person
acting on the Placee's behalf) subscribing for Placing Shares
acknowledges 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 are being offered and sold solely outside the
United States in "offshore transactions" pursuant to and in
reliance on Regulation S, in a transaction not involving a public
offering of securities in the United States.
9.6 Please also note that the agreement to allot and issue
Placing Shares to Placees (or the persons for whom Placees are
contracting as agent) free of stamp duty and stamp duty reserve tax
in the UK relates only to their allotment and issue to Placees, or
such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question. The Company, Berenberg
and Zeus Capital are not liable to bear any transfer taxes that
arise on a sale of Placing Shares subsequent to their acquisition
by Placees or for transfer taxes arising otherwise than under the
laws of the United Kingdom. Each Placee should, therefore, take its
own advice as to whether any such transfer tax liability arises.
Furthermore, each Placee agrees to indemnify on an after-tax basis
and hold Zeus Capital, Berenberg and the Company and their
respective affiliates harmless from any and all interest, fines or
penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
9.7 Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Zeus Capital, Berenberg or any of
their respective affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares.
9.8 When a Placee or person acting on behalf of the Placee is
dealing with either Bookrunner, any money held in an account with
such 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 such Bookrunner's money in
accordance with the client money rules and will be used by the
relevant Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of such Bookrunner.
9.9 All times and dates in this announcement may be subject to
amendment. Zeus Capital and/or Berenberg shall notify the Placees
and any person acting on behalf of the Placees of any changes.
9.10 The rights and remedies of Zeus Capital, Berenberg and the
Company under these Terms and Conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
9.11 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
Admission means the admission of the Placing Shares and
Subscription Shares to trading on AIM, pursuant to the Placing,
becoming effective in accordance with the AIM Rules.
AIM means the AIM market of the London Stock Exchange.
AIM Rules means the AIM rules for companies published by the
London Stock Exchange.
Berenberg means Joh. Berenberg, Gossler & Co. KG, London
Branch, being the Company's joint broker and joint bookrunner in
relation to the Placing.
Circular means the circular to be published by the Company on 4
July 2018 in relation to the Placing which includes notice of
convening the General Meeting at which the Resolutions will be
proposed.
Company or Ceres means Ceres Power Holdings PLC, a company
incorporated in England and Wales with registered number
5174075.
CREST means a relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as
defined in the CREST Regulations).
Directors or Board means the board of directors of the
Company.
Euroclear means Euroclear UK & Ireland Limited.
EU means the European Union.
FCA means Financial Conduct Authority.
FSMA means Financial Services and Markets Act 2000.
General Meeting means the general meeting of the Company
convened for 11.00 a.m. on 20 July 2018 at Powerscourt, 1 Tudor
Street, London EC4Y 0AH.
Group means the Company and its subsidiaries from time to
time.
Investor Subscription Shares means the Ordinary Shares
potentially to be allotted and issued pursuant to the Investor
Subscriptions.
Investor Subscriptions means the potential participation by
certain investors by way of a subscription agreement.
Issue Price means 15.08p per Placing Share.
London Stock Exchange means London Stock Exchange plc.
MAR means the EU Market Abuse Regulation (2014/596/EU).
Notice of General Meeting means the notice of the General
Meeting set out in the Circular.
Ordinary Shares means ordinary shares of 1 penny each in the
capital of the Company.
Placing means the proposed placing by Zeus Capital and
Berenberg, as joint bookrunners and agents to the Company, of the
Placing Shares at the Issue Price on a non-pre-emptive basis, on
the terms and conditions set out in the Placing Agreement.
Placing Agreement the agreement between the Company, Zeus
Capital and Berenberg dated 3 July 2018 in connection with the
Placing.
Placing Shares means up to 132,625,994 Ordinary Shares to be
allotted and issued to new and existing institutional shareholders
by the Company pursuant to the Placing.
Resolutions means the resolutions to be proposed at the General
Meeting, as set out in the Notice of General Meeting.
RNS means the regulatory information service approved by the
London Stock Exchange for the distribution of AIM
announcements.
Shareholders means holders of Ordinary Shares.
Takeover Code means the City Code on Takeovers and Mergers.
Takeover Panel means the Panel on Takeover and Mergers.
United Kingdom or UK means United Kingdom.
United States or US means United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia.
"Weichai Power" means Weichai Power (Hong Kong) International
Development Co., Ltd (registered in Hong Kong Special
Administrative Region, with company number 1251879) whose
registered office is at Room 3407-08, 34/Floor, Gloucester Tower,
The Landmark, 15 Queen's Road, Central, Hong Kong Special
Administrative Region.
Weichai Subscription Shares means the approximately 127,760,800
Ordinary Shares to be allotted and issued to Weichai Power.
Zeus Capital means Zeus Capital Limited, the registered office
of which is at 82 King Street, Manchester, M2 4WQ as nominated
adviser, joint broker and joint bookrunner in relation to the
Placing.
All references in this announcement to "GBP", "pence" or "p" are
to the lawful currency of the United Kingdom. All references to
"USS" or "$" are to the lawful currency of the United States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEEXLFBVDFZBBZ
(END) Dow Jones Newswires
July 03, 2018 11:47 ET (15:47 GMT)
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